Filed with the Securities and Exchange Commission on February 28,
1997.
1933 Act Registration File No. 33-84762
1940 Act File No. 811-8648
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. *
Post-Effective Amendment No. 4 *
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 7 *
KIEWIT MUTUAL FUND
(Exact Name of Registrant as Specified in Charter)
1000 Kiewit Plaza, Omaha, NE 68131-3374
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (402) 342-2052
Kenneth D. Gaskins, Esq., Secretary Copy to:
Kiewit Mutual Fund Joseph V. Del Raso, Esq.
1000 Kiewit Plaza Stradley, Ronan, Stevens & Young, LLP
Omaha, NE 68131-3374 2600 One Commerce Square
(Name and Address of Agent for Service) Philadelphia, PA 19102
It is proposed that this filing will become effective
X immediately upon filing pursuant to paragraph (b)
on pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
on pursuant to paragraph
(a)(1)
75 days after filing pursuant to paragraph (a)(2)
on pursuant to paragraph
(a)(2) of Rule 485.
If appropriate, check the following box:
X This post-effective amendment designates a new
effective date for a previously
filed post-effective amendment.
Registrant has filed a declaration registering an indefinite
amount of securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant filed the notice
required by Rule 24f-2 for its fiscal year ended June 30, 1996 on
or about August 27, 1996
KIEWIT MUTUAL FUND
K CLASS SHARES
PROSPECTUS
February 28, 1997
This prospectus describes the Kiewit Money Market Portfolio,
Kiewit Government Money Market Portfolio, Kiewit Short-Term
Government Portfolio, Kiewit Intermediate-Term Bond Portfolio,
Kiewit Tax-Exempt Portfolio and Kiewit Equity Portfolio
(collectively the "Portfolios" or "Feeder Portfolios" and
individually a "Portfolio"), each a series of shares issued by
Kiewit Mutual Fund (the "Fund"), 1000 Kiewit Plaza, Omaha, NE
68131-3344, (800) 2KIEWIT. Each Portfolio is an open-end,
diversified, management investment company which currently offers
two separate classes of shares: K Class Shares and S Class Shares.
Shares of each class represent equal, pro-rata interests in a
Portfolio and accrue dividends in the same manner, except that S
Class Shares bear distribution expenses payable by the Class as
compensation for distribution of the S Class shares. The
securities offered in this Prospectus are K Class Shares, which are
not subject to any sales or distribution charges. Information
concerning the Fund's S Class shares may be obtained by calling the
Fund at the telephone number stated above.
The Fund issues six series of shares, each of which represents
a separate class of the Fund's shares of beneficial interest,
having its own investment objective and policies. The investment
objective of the Kiewit Money Market Portfolio and Kiewit
Government Money Market Portfolio is to provide high current income
while maintaining a stable share price. The investment objective
of the Kiewit Short-Term Government Portfolio is to provide
investors with as high a level of current income as is consistent
with the maintenance of principal and liquidity. The investment
objective of the Kiewit Intermediate-Term Bond Portfolio is to
provide as high a level of current income as is consistent with
reasonable risk. The investment objective of the Kiewit Tax-
Exempt Portfolio is to provide as high a level of current income
exempt from federal income tax as is consistent with reasonable
risk. The investment objective of the Kiewit Equity Portfolio is
to achieve long-term capital appreciation.
Unlike many other investment companies which directly acquire
and manage their own portfolio of securities, each Portfolio seeks
to achieve its investment objective by investing all of its
investable assets in a corresponding series of shares of Kiewit
Investment Trust (the "Trust"), an open-end, management investment
company that issues series of shares (individually and
collectively, the "Series") having the same investment objective,
policies and limitations as each of the Portfolios. The investment
experience of each Feeder Portfolio will correspond directly with
the investment experience of its corresponding Series. Investors
should carefully consider this investment approach. For additional
information, see "Special Information About The Portfolios'
Structure."
This prospectus contains information about the Portfolios that
prospective investors should know before investing and should be
read carefully and retained for future reference. A Statement of
Additional Information dated February 28, 1997, including the
Fund's most recent Annual Report to Shareholders, is incorporated
herein by reference, has been filed with the Securities and
Exchange Commission and is available upon request, without charge,
by writing or calling the Fund at the above address or telephone
number.
The shares of the Kiewit Money Market Portfolio and Kiewit
Government Money Market Portfolio are neither insured nor
guaranteed by the U.S. Government. While such Portfolios will make
every effort to maintain a stable net asset value of $1.00 per
share, there is no assurance that the Portfolios will be able to do
so.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
TABLE OF CONTENTS
Page
HIGHLIGHTS 4
EXPENSE TABLE 7
FINANCIAL HIGHLIGHTS 9
SPECIAL INFORMATION ABOUT THE PORTFOLIOS' STRUCTURE 10
INVESTMENT OBJECTIVES AND POLICIES 11
Kiewit Money Market Portfolio 11
Kiewit Government Money Market Portfolio 12
Kiewit Short-Term Government Portfolio 13
Kiewit Intermediate-Term Bond Portfolio 13
Kiewit Tax-Exempt Portfolio 14
Kiewit Equity Portfolio 15
Other Investment Policies 16
RISK FACTORS 17
MANAGEMENT OF THE FUND 18
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES 20
PURCHASE OF SHARES 21
SHAREHOLDER ACCOUNTS 22
VALUATION OF SHARES 23
EXCHANGE OF SHARES 24
REDEMPTION OF SHARES 24
PERFORMANCE INFORMATION 26
GENERAL INFORMATION 26
APPENDIX - DESCRIPTION OF RATINGS 29
HIGHLIGHTS
The Fund
The Fund is an open-end, diversified management investment
company commonly known as a "mutual fund." The Fund was organized
as a Delaware business trust on June 1, 1994. The Fund currently
offers six series of shares: Kiewit Money Market Portfolio, Kiewit
Government Money Market Portfolio, Kiewit Short-Term Government
Portfolio, Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-
Exempt Portfolio and Kiewit Equity Portfolio. Each Portfolio
offers two classes of shares, K Class Shares and S Class Shares.
All shares that were registered and outstanding as of February 28,
1997 are redesignated as K Class Shares.
Investment Objectives
The investment objective of each Portfolio of Kiewit Mutual
Fund is to provide its investors with:
Money Market High current income, while maintaining a
stable share price. The Money Market
Portfolio will invest all of its assets
in the Money Market Series of the Trust,
which in turn invests in short-term money
market securities.
Government Money Market High current income, while
maintaining a stable share price and a
credit rating in the highest category for
money market funds as determined by an
independent rating agency. The
Government Money Market Portfolio will
invest all of its assets in the
Government Money Market Series of the
Trust, which in turn invests in
securities issued or guaranteed by the
U.S. Government, its agencies or
instrumentalities.
Short-Term Government High level of current income,
consistent with the maintenance of
principal and liquidity. The Short-Term
Government Bond Portfolio will invest all
of its assets in the Short-Term
Government Bond Series of the Trust,
which in turn invests in securities
issued or guaranteed by the U.S.
Government, its agencies, or
instrumentalities.
Intermediate-Term Bond High level of current income,
consistent with reasonable risk. The
Portfolio will invest all of its assets
in the Kiewit Intermediate-Term Bond
Series of the Trust, which in turn
invests in investment grade debt
securities.
Tax-Exempt High level of current income, exempt from
federal income tax, consistent with
reasonable risk. The Tax-Exempt
Portfolio will invest all of its assets
in the Tax-Exempt Series of the Trust,
which in turn invests primarily in
municipal obligations exempt from federal
income tax.
Equity Long-term capital appreciation. The
Portfolio will invest all of its assets
in the Kiewit Equity Series of the Trust,
which in turn invests in the equity
securities of companies which appear, in
the opinion of the investment adviser, to
be undervalued in the marketplace at the
time of purchase.
Although the investment objective of each Portfolio is not
fundamental and may be changed by the Board of Trustees without
shareholder approval, the Fund intends to notify shareholders
before making any material change. Due to the inherent risks of
investments, there can be no assurance that a Portfolio will
achieve its objective. See "Investment Objectives And Policies."
How to Purchase Shares
After you open an account, you may purchase K Class Shares by
(a) writing the Fund and enclosing your check as payment or (b) by
calling the Fund at (800) 2KIEWIT to arrange for payment by wire
transfer. You may open an account by mailing a completed
application form to the Fund. The public offering price of the
shares of each Portfolio is the net asset value per share next
determined after acceptance of the purchase order and payment. The
K Class Shares may be purchased without a sales load, exchange fee,
or distribution fee under a Rule 12b-1 plan. See "Purchase Of
Shares."
How to Redeem Shares
You may redeem K Class Shares by mailing written instructions
to the Fund or by calling the Fund at (800) 2KIEWIT (if you
requested telephone redemption privileges on an application form).
Shares will be redeemed at the net asset value per share next
determined after acceptance of a redemption request. The Fund will
promptly mail you a check, unless other arrangements have been
made. See "Redemption Of Shares."
Dividend Reinvestment
Each Portfolio, except the Kiewit Equity Portfolio, intends to
pay monthly dividends from its net investment income and will pay
net capital gains, if any, annually. The Kiewit Equity Portfolio
intends to pay annual dividends from net investment income,
together with any net capital gains.
You may choose to receive dividends and capital gains
distributions in cash or you may choose to automatically reinvest
them in additional shares of the Portfolio. See "Dividends,
Capital Gains Distributions And Taxes."
Investment Manager, Underwriter and Servicing Agents
Kiewit Investment Management Corp. serves as the investment
manager of each Series of the Trust and also provides the
Portfolios with certain administrative services. Rodney Square
Distributors, Inc. serves as the Portfolios' underwriter.
Wilmington Trust Company serves as the custodian of the Portfolios'
assets and Rodney Square Management Corporation serves as the
Portfolios' administrator, transfer agent and accounting services
agent. See "Management Of The Fund."
Risk Factors
Each Portfolio, through its investment in a corresponding
Series of the Trust, is subject to certain risks. Investors should
consider a number of factors: (i) each Series of the Trust invests
in securities that fluctuate in value, and there can be no
assurance that the objective of any Portfolio will be achieved;
(ii) each Series of the Trust may invest in repurchase and reverse
repurchase agreements, which involve the risk of loss if the
counterparty defaults on its obligations under the agreement; (iii)
each Series of the Trust has reserved the right to borrow amounts
not exceeding 33% of its net assets; and (iv) the Kiewit
Intermediate-Term Bond Series may invest in mortgage securities,
whose market values may vary with changes in market interest rates
to a greater or lesser extent than the market values of other debt
securities. Additionally, the policy of the Portfolios to invest
in the corresponding Series of the Trust also involves certain
risks. See "Risk Factors."
Peter Kiewit Sons', Inc.
An investment in the Fund is not a direct or indirect
investment in the common stock of Peter Kiewit Sons', Inc. ("PKS").
Virtually all of PKS' common stock is owned by employees or former
employees of PKS. The Fund is restricted from investing in the
securities of PKS and its affiliates. PKS and its affiliates do
not guarantee that an investment in the Fund will produce
satisfactory results.
EXPENSE TABLE
Shareholder Transaction Costs None
<TABLE>
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Money Govern- Short-Term Intermediate- Tax-
Market ment Government Term Bond Exempt Equity
Portfolio Money Portfolio Portfolio Portfolio Portfolio
Market
Portfolio
Management
Fees
(after fee
waiver) .13% .13% .17% .33% .36% .45%
12b-1 Fees none none none none none none
Other
Expenses .07% .07% .13% .17% .14% .35%
Total
Portfolio
Operating
Expenses .20% .20% .30% .50% .50% .80%
</TABLE>
The information in the Expense Table has been restated to reflect
changes in the amounts of management fees waived and Fund expenses
assumed. The table summarizes the aggregate estimated annual
operating expenses of both the Portfolios' K Class Shares and the
Series of the Trust in which the Portfolios invest. (See
"Management Of The Fund" for a description of Portfolio and Series
expenses.) Through June 30, 1997, Kiewit Investment Management
Corp. has agreed to waive all or a portion of its advisory fee and
to assume certain expenses in order to limit annual operating
expenses of the K Class Shares to not more than the following
percentage of the average daily net assets of each Portfolio:
Kiewit Money Market Portfolio .20%; Kiewit Government 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%. Without the
waiver of fees by Kiewit Investment Management Corp., the total
expenses of each Portfolio's K Class Shares for the fiscal year
ended June 30, 1996, would have been: Kiewit Money Market
Portfolio 0.27%; Kiewit Short-Term Government Portfolio 0.43%;
Kiewit Intermediate-Term Bond Portfolio 0.57%; Kiewit Tax-Exempt
Portfolio 0.54% and Kiewit Equity Portfolio 1.05%.
Prior to March 3, 1997, the Portfolios sought to achieve their
investment objectives by acquiring and managing their own
portfolios of securities rather than by investing all of their
assets in the corresponding Series of the Trust. The above figures
have been restated to reflect estimated aggregate annualized
operating expenses of each Feeder Portfolio and its corresponding
Series as though the Feeder Portfolio's assets had been invested in
the Series during the fiscal year ended June 30, 1996.
Example
You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each time
period:
1 Year 3 Years 5 Years 10 Years
Money Market Portfolio 2 6 11 26
Government Money
Market Portfolio 2 6 n/a n/a
Short-Term Government
Portfolio 3 10 17 38
Intermediate-Term Bond
Portfolio 5 16 28 63
Tax-Exempt Portfolio 5 16 28 63
Equity Portfolio 8 26 44 99
The purpose of the above Expense Table and Example is to
assist investors in understanding the various costs and expenses
that an investor in the Portfolios' K Class Shares will bear
directly or indirectly. The information set forth above relates
only to the Portfolios' K Class Shares, which shares are subject to
different total fees and expenses than S Class Shares.
The Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or lesser than
those shown. The above Example is based on actual expenses for the
most recent fiscal period.
The Board of Trustees of the Fund has considered whether such
expenses will be more or less than they would be if the Feeder
Portfolios invest directly in the securities held by the Trust
Series. The aggregate amount of expenses for a Feeder Portfolio
and the corresponding Trust Series may be greater than if the
Portfolio were to invest directly in the securities held by the
corresponding Trust Series. However, the total expense ratios for
the Feeder Portfolios and the Trust Series are expected to be less
over time than such ratios would have been if the Portfolios had
continued to invest directly in the underlying securities. This is
because this arrangement enables various institutional investors,
including the Feeder Portfolios, to pool their assets, which may be
expected to result in economies by spreading certain fixed costs
over a larger asset base. Each shareholder in a Trust Series,
including a Feeder Portfolio, will pay its proportionate share of
the expenses of that Trust Series.
FINANCIAL HIGHLIGHTS
The following table includes selected data for a K Class Share outstanding
from the effective date of the Fund's registration statement under the
Securities Act of 1933 (December 6, 1994) or commencement of operations,
whichever occurs later, through the end of the Fund's fiscal year on June 30,
1996.* The amounts in this table are audited and should be read in
conjunction with the Fund's audited financial statements, the notes thereto,
and the auditor's report thereon, all of which are incorporated by reference
into the Fund's Statement of Additional Information.
<TABLE>
<CAPTION>
Money Market Short-Term Intermediate Tax-Exempt Equity
Portfolio Government Term Bond Portfolio Portfolio
Portfolio Portfolio
For the Periods ended June 30
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 1995* 1996 1995* 1996 1995* 1996 1995* 1996 1995*
Net asset value -
Beginning of
period $1.00 $1.00 $2.03 $1.98 $2.05 $1.96 $2.02 $1.96 $14.04 $12.50
Investment
Operations:
Net investment
income 0.05 0.03 0.12 0.07 0.13 0.08 0.09 0.05 0.13 0.11
Net realized and
unrealized gain
(loss) on
investments - - (0.03) 0.05 0.04 0.09 - 0.06 2.56 1.43
Total from
investment
operations 0.05 0.03 0.09 0.12 0.09 0.17 0.09 0.11 2.69 1.54
Distributions:
From net
investment
income (0.05) (0.03) (0.12) (0.07) (0.13) (0.08) (0.09) (0.05) (0.15) -
Net asset value -
End of period $1.00 $1.00 $2.00 $2.03 $2.01 $2.05 $2.02 $2.02 $16.58 $14.04
Total Return 5.61% 3.31% 4.66% 6.18% 4.48% 8.63% 4.55% 5.73% 19.24% 12.32%
Ratios (to average net
assets)/Supplemental Data:
Expenses** 0.20% 0.30% 0.30% 0.40% 0.50% 0.50% 0.50% 0.50% 0.80% 0.80%
Net investment
income 5.47% 5.82% 6.06% 6.17% 6.37% 6.72% 4.47% 4.50% 1.34% 3.06%
Portfolio
turnover rate N/A N/A 57.52% 69.57% 86.06%121.36%100.61% 92.53% 16.95% 0.00%
Net assets at end of
period
(000 omitted) $389,967$380,708$183,316$132,828$122,952$105,020$142,185$135,518$66,137$20,865
Average Commission
rate paid --- --- --- --- --- --- --- --- $0.0637 ---
</TABLE>
* The periods shown for the Money Market Portfolio, Short-Term Government
Portfolio, Intermediate-Term Bond Portfolio, and Tax-Exempt Portfolio each
begin on December 6, 1994 with the effectiveness of the Fund's registration
statement. The period shown for the Equity Portfolio begins with its
commencement of operations on January 5, 1995, after the effectiveness of
the Fund's registration statement.
** For the period from December 6, 1994 through June 30, 1995, Kiewit
Investment Management Corp. (the "Manager") agreed to waive all or a portion
of its fee in an amount that limited annual operating expenses of the (i)
Money Market Portfolio to not more than 0.30% of the average daily net
assets of the Portfolio; (ii) Short-Term Government Portfolio to not more
than 0.40% of the average daily net assets of the Portfolio; (iii)
Intermediate-Term Bond Portfolio to not more than 0.50% of the average daily
net assets of the Portfolio, (iv) Tax-Exempt Portfolio to not more than
0.50% of the average daily net assets of the Portfolio; (v) Equity Portfolio
to not more than 0.80% of the average daily net assets of the Portfolio.
The annualized expense ratio, had there been no assumption of expenses or
fee waivers by the Manager, would have been 0.27%, 0.43%, 0.57%, 0.54% and
1.05%, and 0.30%, 0.46%, 0.63%, 0.53% and 2.56% for the fiscal year ended
June 30, 1996 and for the period ended June 30, 1995, respectively for each
Portfolio.
Effective July 1, 1995 through June 30, 1997, the Manager has agreed to
waive all or a portion of its fee in an amount that will limit annual
operating expenses of the (i) Money Market Portfolio to not more than 0.20%
of the average daily net assets of the Portfolio; (ii) Short-Term Government
Portfolio to not more than 0.30% of the average daily net assets of the
Portfolio, (iii) Intermediate-Term Bond Portfolio to not more than 0.50% of
the average daily net assets of the Portfolio, (iv) Tax-Exempt Portfolio to
not more than 0.50% of the average daily net assets of the Portfolio, and
(v) Equity Portfolio to not more than 0.80% of the average daily net assets
of the Portfolio. The annualized expense ratio, had there been no fee
waivers by the Manager, would have been 0.27%, 0.43%, 0.57%, 0.54% and 1.05%
for the fiscal year ended June 30, 1996, respectively for each Portfolio.
+ Not Annualized.
++ Annualized.
SPECIAL INFORMATION ABOUT THE PORTFOLIOS' STRUCTURE
Each of the six Portfolios of the Fund, unlike many other
investment companies which directly acquire and manage their own
portfolio of securities, seeks to achieve its investment objective
by investing all of its investable assets in a corresponding Series
of the Trust, an open-end, management investment company,
registered under the Investment Company Act of 1940, that issues
Series having the same investment objective as each of the
Portfolios. The investment objectives of the Portfolios and their
corresponding Series may be changed without shareholder approval.
Shareholders of a Feeder Portfolio will receive written notice at
least 30 days prior to the effective date of any change in the
investment objective of the Portfolio or its corresponding Trust
Series.
This prospectus describes the investment objective, policies and
restrictions of each Feeder Portfolio and its corresponding Series.
(See "Portfolio Characteristics And Policies - Kiewit Money Market
Portfolio, Kiewit Government Money Market Portfolio, Kiewit Short-
Term Government Portfolio, Kiewit Intermediate-Term Bond Portfolio,
Kiewit Tax-Exempt Portfolio and Kiewit Equity Portfolio." In
addition, an investor should read "Management Of The Fund" for a
description of the management and other expenses associated with
the Feeder Portfolios' investment in the Trust. Other
institutional investors, including other mutual funds, may invest
in each Series, and the expenses of such other funds and,
correspondingly, their returns may differ from those of the
Portfolios. Please contact the Fund at 1000 Kiewit Plaza, Omaha,
NE 08131-3344, 1-800-2KIEWIT for information about the
availability of investing in a Series of the Trust other than
through a Feeder Portfolio.
The shares of the Trust Series will be offered to institutional
investors for the purpose of increasing the funds available for
investment, to reduce expenses as a percentage of total assets and
to achieve other economies that might be available at higher asset
levels. While investment in a Series by other institutional
investors offers potential benefits to the Series and, through
their investment in the Series, the Feeder 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 Feeder 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 Feeder Portfolio and the Portfolio does not make a
similar change in its investment objective, 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 Feeder 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. Moreover, a distribution
in kind may constitute a taxable exchange for federal income tax
purposes resulting in gain or loss to the Feeder Portfolios. Any
net capital gains so realized will be distributed to such a
Portfolio's shareholders as described in "Dividends, Capital Gains
Distributions And Taxes" below.
Finally, the Feeder 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, management believes that the benefits to be gained by
shareholders outweigh the additional complexities and that the
risks attendant to such investment are not inherently different
from the risks of direct investment in securities of the type in
which the Trust Series invest.
INVESTMENT OBJECTIVES AND POLICIES
Kiewit Money Market Portfolio
The Kiewit Money Market Portfolio pursues its investment
objective by investing all of its assets in the Money Market Series
of the Trust (the "Money Market Series") which has the same
investment objective and policies as the Portfolio. The investment
objective of the Money Market Series is to provide high current
income while maintaining a stable share price by investing in
short-term money market securities. The Money Market 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 investments
which the Board of Trustees determines present minimal credit
risks.
The Money Market 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 two highest categories of
short-term debt ratings of any two Nationally Recognized
Statistical Ratings Organization ("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 two highest categories of short-
term debt ratings. See "Appendix - Description Of 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. See
"Appendix - Description Of Ratings."
(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 Money Market 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 Money Market Series will not invest more than (i) 1% of
its total assets in such securities issued by a single issuer and
(ii) 5% of its total assets in such securities of all issuers. Up
to 10% of the Money Market 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 Money Market 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
Money Market Series and agrees to repurchase the securities at the
Money Market Series' cost plus interest within a specified period
(normally one day). In these transactions, the securities
purchased by the Money Market Series will have a total value equal
to or in excess of the value of the repurchase agreement, and will
be held by the Money Market Series' custodian bank until
repurchased. Under the Investment Company Act of 1940 (the "1940
Act"), a repurchase agreement is deemed to be the loan of money by
the Money Market 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
Money Market Series invests, and foreign issuers will be required
to meet the same tests of financial strength as the domestic
issuers approved for the Money Market Series.
Kiewit Government Money Market Portfolio
The Kiewit Government Money Market Portfolio pursues its investment
objective by investing all of its assets in the Government Money
Market Series of the Trust (the "Government Money Market Series").
The investment objective of the Government Money Market Series is
to provide as high a level of current income as is consistent with
maintaining a stable share by investing in securities issued by the
U.S. Government, its agencies or instrumentalities. The Series
invests in U.S. dollar-denominated money market instruments that
mature in 13 months or less and will maintain an average weighted
maturity of 60 days or less.
The Series will invest in the following money market obligations
issued by the U.S. government, its agencies or instrumentalities:
(1) United States Treasury obligations including bills, notes,
bonds and other debt obligations issued by the United States
Treasury. These securities are backed by the full faith and
credit of the United States government.
(2) Obligations of agencies and instrumentalities of the U.S.
Government which are supported by the full faith and credit of
the U.S. Government, such as securities of the Government
National Mortgage Association, or which are supported by the
right of the issuer to borrow from the U.S. Treasury, such as
securities issued by the Federal Financing Bank; or which are
supported by the credit of the agency or instrumentality itself,
such as securities of Federal Farm Credit Banks.
(3) Repurchase agreements that are fully collateralized by the
securities listed in (1) and (2) above.
The Series intends to 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 Investment Company Act of 1940 (the "1940
Act"), a repurchase agreement is deemed to be the loan of money by
the Series to the seller, collateralized by the underlying
securities.
Kiewit Short-Term Government Portfolio
The Kiewit Short-Term Government Portfolio pursues its
investment objective by investing all of its assets in the Kiewit
Short-Term Government Series of the Trust (the "Short-Term
Government Series") which has the same investment objective and
policies as the Portfolio. The investment objective of the Short-
Term Government Series is to provide investors with as high a level
of current income as is consistent with the maintenance of
principal and liquidity. The Short-Term Government Series invests
at least 65% of its assets in U.S. Treasury securities and U.S.
Government agency securities. The Short-Term Government Series may
also invest in repurchase agreements collateralized by U.S.
Treasury or U.S. Government agency securities. In an effort to
minimize fluctuations in market value, the Short-Term Government
Series will maintain a dollar-weighted average maturity between one
and three years.
U.S. Government agency securities are debt obligations of
agencies and instrumentalities of the U.S. Government which are
supported by the full faith and credit of the U.S. Government, such
as securities of the Government National Mortgage Association; or
which are supported by the right of the issuer to borrow from the
U.S. Treasury, such as securities issued by the Federal Financing
Bank; or which are supported by the credit of the agency or
instrumentality itself, such as securities of Federal Farm Credit
Banks.
Kiewit Intermediate-Term Bond Portfolio
The Kiewit Intermediate-Term Bond Portfolio pursues its
investment objective by investing all of its assets in the Kiewit
Intermediate-Term Bond Series of the Trust (the "Intermediate-Term
Bond Series") which has the same investment objective and policies
as the Portfolio. The investment objective of the Intermediate-
Term Bond Series is to provide as high a level of current income as
is consistent with reasonable risk. It seeks to achieve its
objective by investing substantially all of its total assets in a
diversified portfolio of the following investment grade debt
securities: U.S. Treasury and U.S. Government agency securities,
mortgage-backed securities, asset-backed securities and corporate
bonds. The Intermediate-Term Bond Series may also invest in
repurchase agreements collateralized by U.S. Treasury and U.S.
Government agency securities and other short-term debt securities.
Under normal circumstances, the Intermediate-Term Bond Series will
have an average effective maturity (i.e., the market value weighted
average time to repayment of principal) of between three and ten
years.
Debt securities rated by an NRSRO, in the lowest investment
grade debt category, have speculative characteristics; a change in
economic conditions could lead to a weakened capacity of the issuer
to make principal and interest payments. To the extent that the
rating of a debt obligation held by the Intermediate-Term Bond
Series falls below investment grade, the Intermediate-Term Bond
Series, as soon as practicable, will dispose of the security,
unless such disposal would be detrimental to the Intermediate-Term
Bond Series in light of market conditions. See "Appendix -
Description Of Ratings."
The Intermediate-Term Bond 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 Intermediate-
Term Bond 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 Intermediate-Term Bond Series may rely
on such instrument or the creditworthiness of the insurer in
purchasing a variable or floating rate security.
Kiewit Tax-Exempt Portfolio
The Kiewit Tax-Exempt Portfolio pursues its investment objective
by investing all of its assets in the Kiewit Tax-Exempt Series of
the Trust (the "Tax-Exempt Series") which has the same investment
objective and policies as the Portfolio. The investment objective
of the Tax-Exempt Series is to provide as high a level of current
income exempt from federal income tax as is consistent with
reasonable risk. Because of this emphasis, capital appreciation is
not an investment objective. The Tax-Exempt Series pursues its
objective by investing primarily in municipal obligations whose
interest is, in the opinion of counsel to the issuer, exempt from
federal income tax. As a fundamental policy, the Tax-Exempt Series
will normally invest at least 80% of its net assets in securities
the interest on which is exempt from federal income tax, including
the alternative minimum tax. However, the Tax-Exempt Series may
invest up to 20% of its net assets in municipal securities, the
interest on which is a preference item for purposes of the federal
alternative minimum tax ("AMT bonds"). When the Manager is unable
to locate investment opportunities with desirable risk/reward
characteristics, the Tax-Exempt Series may invest up to 20% of its
net assets in the following: cash, cash equivalent short-term
obligations, certificates of deposit, commercial paper, obligations
issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities, and repurchase agreements.
Municipal obligations are issued by states, territories and
possessions of the United States and the District of Columbia and
their political subdivisions, agencies and instrumentalities to
raise money for various public purposes. Municipal obligations
consist of general obligation bonds, revenue bonds and notes.
General obligation bonds are backed by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal
and interest and are considered the safest type of municipal
investment. Revenue bonds are backed by revenues derived from a
specific project, facility or revenue source. At times, the Tax-
Exempt Series may invest more than 25% of the value of its assets
in industrial development bonds, a type of revenue bond. Although
issued by a public authority, some industrial revenue bonds may be
backed only by the credit and security of a private issuer and may
involve greater credit risk. Municipal notes are issued to finance
short-term capital needs of a municipality and include tax and
revenue anticipation notes, bond anticipation notes and commercial
paper. Municipal obligations bear fixed, floating and variable
rates of interest.
AMT bonds are tax-exempt "private activity" bonds issued after
August 7, 1986, whose proceeds are directed at least in part to a
private, for-profit organization. While the income from AMT bonds
is exempt from regular federal income tax, it is a tax preference
item for purposes of the alternative minimum tax. The alternative
minimum tax is a special separate tax that applies to a limited
number of taxpayers who have certain adjustments to income or tax
preference items.
The Tax-Exempt Series also may invest up to 5% of its total
assets in the following municipal-based obligations: municipal
lease obligations, inverse floaters, tender option bonds, when-
issued securities and zero coupon bonds. See the Fund's Statement
of Additional Information for a discussion of these types of
investments.
The Tax-Exempt Series may invest in the various types of
municipal securities in any proportion. Although the Tax-Exempt
Series does not currently intend to do so on a regular basis, it
may invest more than 25% of its assets in tax-exempt securities
that are repayable out of revenue streams generated from
economically related projects or facilities, if such investment is
deemed necessary or appropriate by the Manager. To the extent that
the Tax-Exempt Series' assets are concentrated in tax-exempt
securities payable from revenues on economically related projects
and facilities, the Tax-Exempt Series will be subject to the risks
presented by such projects to a greater extent than it would be if
the Tax-Exempt Series' assets were not so concentrated.
The Tax-Exempt Series will invest only in investment grade
obligations, or if unrated, in obligations that the Manager
determines to be of comparable quality. The Tax-Exempt Series will
have an average effective maturity (i.e., the market value weighted
average time to repayment of principal) of between three and ten
years. See "Appendix - Description Of Ratings."
Kiewit Equity Portfolio
The Kiewit Equity Portfolio pursues its investment objective by
investing all of its assets in the Kiewit Equity Series of the
Trust (the "Equity Series") which has the same investment objective
and policies as the Portfolio. The Equity Series invests primarily
in a diversified portfolio of equity securities, including common
stocks, preferred stocks and securities convertible into common
stock, which, in the Manager's opinion, are undervalued in the
marketplace at the time of purchase. Dividend income is an
incidental consideration compared to growth in capital. In
selecting securities for the Equity Series, the Manager or sub-
adviser may evaluate factors it believes are likely to affect long-
term capital appreciation such as the issuer's background, industry
position, historical returns on equity and experience and
qualifications of the management team. The Manager may rotate the
Equity Series' holdings among various market sectors based on
economic analysis of the overall business cycle. Under normal
conditions, at least 65 percent of the Equity Series' net assets
will be invested in equity securities.
The Equity 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 Equity Series, to
the extent not invested in the securities described above, may
invest in investment grade securities issued by corporations and
U.S. Government securities. In order to meet liquidity needs, the
Equity 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 Equity 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 Equity 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 Equity 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 Equity 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 Equity 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.
Other Investment Policies
Other Registered Investment Companies. Each Portfolio's
corresponding Series reserves the right to invest in the shares of
other registered investment companies. By investing in shares of
investment companies, a Series would indirectly pay a portion of
the operating expenses, management expenses and brokerage costs of
such companies as well as the expense of operating the Series.
Thus, the Series' investors may pay higher total operating expenses
and other costs than they might pay by owning the underlying
investment companies directly. The Manager will attempt to
identify investment companies that have demonstrated superior
management in the past, thus possibly offsetting these factors by
producing better results and/or lower expenses than other
investment companies with similar investment objectives and
policies. There can be no assurance that this result will be
achieved. However, the Manager will waive its advisory fee with
respect to the assets of a Series invested in other investment
companies, to the extent of the advisory fee charged by any
investment adviser to such investment company. In addition, the
1940 Act limits investment by a Series in shares of other
investment companies to no more than 10% of the value of the
Series' total assets.
Securities Loans. Each Series may lend securities to qualified
brokers, dealers, banks and other financial institutions for the
purpose of earning additional income. While a Series may earn
additional income from lending securities, such activity is
incidental to the investment objective of a Series. The value of
securities loaned may not exceed 33 1/3% of the value of a Series'
total assets. In connection with such loans, a Series will receive
collateral consisting of cash or U.S. Government securities, which
will be maintained at all times in an amount equal to at least 100%
of the current market value of the loaned securities. In addition,
the Series will be able to terminate the loan at any time, will
retain the authority to vote the loaned securities and will receive
reasonable interest on the loan, as well as amounts equal to any
dividends, interest or other distributions on the loaned
securities. In the event of the bankruptcy of the borrower, the
Fund 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, U.S. government securities or other liquid
obligations equal in value to its obligations with respect to
reverse repurchase agreements.
Options. The Kiewit Short-Term Government Series, Kiewit
Intermediate-Term Bond Series and Kiewit Equity Series each may
sell and/or purchase exchange-traded call options and purchase
exchange-traded put options on securities in the Portfolio.
Options will be used to generate income and to protect against
price changes and will not be engaged in for speculative purposes.
The aggregate value of option positions may not exceed 10% of each
Series' net assets as of the time the Series enters into such
options.
A put option gives the purchaser of the option the right to
sell, and the writer the obligation to buy, the underlying security
at any time during the option period. A call option gives the
purchaser of the option the right to buy, and the writer of the
option the obligation to sell, the underlying security at any time
during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option
contract. There are risks associated with option transactions
including the following: (i) the success of an options strategy may
depend on the ability of the Manager to predict movements in the
prices of the individual securities, fluctuations in markets and
movements in interest rates; (ii) there may be an imperfect
correlation between the changes in market value of the securities
held by a Series and the prices of options; (iii) there may not be
a liquid secondary market for options; and (iv) while a Series will
receive a premium when it writes covered call options, it may not
participate fully in a rise in the market value of the underlying
security.
RISK FACTORS
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 Fund's management
acknowledges these risks, it is expected that they can be
controlled through stringent security selection and careful
monitoring. Reverse repurchase agreements involve the risk that
the market value of the securities retained by the Series may
decline below the price of the securities the Series has sold but
is obligated to repurchase under the agreement. In the event the
buyer of securities under a reverse repurchase agreement files for
bankruptcy or become insolvent, the Series' use of the proceeds of
the agreement may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the
Series' obligation to repurchase the securities. Reverse
repurchase agreements are considered borrowings by the Series and
as such are subject to the investment limitations discussed above.
The mortgage-backed and asset-backed securities in which the
Kiewit Intermediate-Term Bond Series may invest differ from
conventional bonds in that principal is paid back over the life of
the security rather than at maturity. As a result, the holder of
those types of securities (the Series) receives monthly scheduled
payments of principal and interest, and may receive unscheduled
principal payments representing prepayments on the underlying
mortgages or assets. Such prepayments occur more frequently during
periods of declining interest rates. When the holder reinvests the
payments and any unscheduled prepayments of principal it receives,
it may receive a rate of interest which is lower than the rate on
the existing mortgage-backed and asset-backed securities. For this
reason, these securities may be less effective than other types of
securities as a means of "locking in" long-term interest rates.
The market value of mortgage securities, like other debt
securities, generally varies inversely with changes in market
interest rates, declining when interest rates rise and rising when
interest rates decline. However, mortgage securities, due to
changes in the rates of prepayments on the underlying mortgages,
may experience less capital appreciation in declining interest rate
environments and greater capital losses in periods of increasing
interest rates than other investments of comparable maturities.
In addition, to the extent mortgage securities are purchased at
a premium, mortgage foreclosures and unscheduled principal
prepayments may result in some loss of the holders' principal
investment to the extent of the premium paid. On the other hand,
if mortgage securities are purchased at a discount, both a
scheduled payment of principal and an unscheduled prepayment of
principal increases current and total returns and accelerates the
recognition of income which, when distributed to shareholders, is
taxable as ordinary income.
MANAGEMENT OF THE FUND
The Fund was organized as a Delaware business trust. Under
Delaware law the Fund's Board of Trustees is responsible for
establishing Fund policies and for overseeing the management of the
Fund.
Each of the Trustees and officers of the Fund is also a Trustee
and officer of the Trust. The Trustees of the Fund, including all
of the disinterested Trustees, have adopted written procedures to
monitor potential conflicts of interest that might develop between
the Feeder Portfolios and the Trust. Information as to the
Trustees and Officers of the Fund and the Trust is set forth in the
Statement of Additional Information under "Trustees and Officers."
Investment Management Agreement. Kiewit Investment Management
Corp. (the "Manager"), 1000 Kiewit Plaza, Omaha, NE 68131-3344,
serves as the investment manager to each Series of the Trust. The
Manager, organized in 1994, is an indirect wholly-owned subsidiary
of Peter Kiewit Sons', Inc., a construction, mining and
telecommunications company. The Manager 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. Under the
investment management agreement between the Manager and the Trust
on behalf of each Series, the monthly fees of the Series are at the
following annual rates of their average monthly net assets: Kiewit
Money Market Series .20%; Kiewit Government Money Market Series
.20%; Kiewit Short-Term Government Series .30%; Kiewit
Intermediate-Term Series .40%; Kiewit Tax-Exempt Series .40%; and
Kiewit Equity Series .70%. Through June 30, 1997, the Manager has
agreed to waive all or a portion of its advisory fee and assume
certain Fund expenses in an amount that will limit annual operating
expenses to not more than the following percentage of the average
daily net assets of the K Class Shares of each Portfolio: Kiewit
Money Market Portfolio - .20%; Kiewit Government Money Market
Portfolio - .20%; Kiewit Short-Term Government Portfolio - .30%;
Kiewit Intermediate-Term Bond Portfolio - .50%; Kiewit Tax-Exempt
Portfolio - .50%; and Kiewit Equity Portfolio - .80%.
Mr. P. Greggory Williams manages the investments of the Kiewit
Short-Term Government Series and co-manages the Kiewit Equity
Series. Mr. Williams is the Chief Investment Officer and a Vice
President of the Manager, Chief Financial Officer and a Vice
President of the Fund and a Chartered Financial Analyst. From June
1983 to December 1986, he served as Assistant Vice President-
Investments at Mutual of Omaha Fund Management Company. His duties
included managing three investment companies. From December 1986
to November 1990, Mr. Williams served as Senior Vice President and
Chief Investment Officer of Jefferson National Life Insurance
Company in Indianapolis, Indiana. From June 1991 to August 1994,
Mr. Williams was Vice President-Investments and Treasurer of
Shenandoah Life Insurance Company of Roanoke, Virginia.
Brian J. Mosher manages the Kiewit Intermediate-Term Bond Series
and the Kiewit Tax-Exempt Series, and co-manages the Kiewit Equity
Series. Mr. Mosher is a Vice President of the Manager, a Vice
President of the Fund and a Chartered Financial Analyst. From
April 1984 to March 1989, he was Vice President and Trust Officer
of The Provident Bancorporation of Cincinnati, Ohio. From March
1989 to December 1994, Mr. Mosher served as Investment Manager of
Meridian Mutual Insurance Company in Indianapolis, Indiana.
The Fund has entered into an Administrative Services Agreement
with the Manager, on behalf of each Feeder Portfolio. Pursuant to
this agreement, the Manager performs various services, including:
supervision of the services provided by the Portfolio's custodian
and transfer and dividend disbursing agent and others who provide
services to the Fund for the benefit of the Portfolio; providing
shareholders with information about the Portfolio and their
investments as they or the Fund may request; assisting the
Portfolio in conducting meetings of shareholders; furnishing
information as the Board of Trustees may require regarding the
corresponding Series; and any other administrative services for the
benefit of the Portfolio as the Board of Trustees may reasonably
request. For its services, each Feeder Portfolio pays the Manager
a monthly fee equal to one-twelfth of .02% of the Portfolio's
average net assets.
Administration and Accounting Services Agreements. Under
separate Administration Agreements and Accounting Services
Agreements with the Trust and the Fund, Rodney Square Management
Corporation ("Rodney Square"), 1100 North Market Street,
Wilmington, Delaware 19890, serves, respectively, as Administrator
and Accounting Services Agent for the Trust and the Fund. In these
joint capacities, Rodney Square manages and administers all regular
day-to-day operations (other than management of the Trust's
investments) of each of the Trust's various Series and each of the
Fund's various Portfolios, subject to the supervision of the
Trust's and the Fund's respective Boards of Trustees. Pursuant to
its respective agreements with Rodney Square, the Trust has agreed
to pay Rodney Square, on behalf of each Trust Series, the Series'
proportionate share of a complex-wide annual: (a) administration
services charge of 0.015% of the Trust's aggregate total assets in
excess of $125 million; and (b) accounting services charge of
0.015% of the Trust's aggregate total assets in excess of $100
million. The foregoing Rodney Square annual asset-based fees are
determined on an average daily total asset basis, and are subject
to prescribed fixed minimums.
Transfer Agency Agreement. Rodney Square serves as Transfer
Agent and Dividend Paying Agent for each Portfolio of the Fund
pursuant to a Transfer Agency Agreement with the Fund.
Investment Management Expenses. The Fund and the Trust each
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 directors or
trustees, the cost of filing its registration statements under the
federal securities laws and the cost of any notice filings required
under state securities laws, reports to shareholders, and transfer
and dividend disbursing agency, administrative services and
custodian fees. Expenses allocable to a particular Portfolio or
Series are so allocated, and expenses which are not allocable to a
particular Portfolio or Series are borne by each Portfolio or
Series on the basis of the fees paid by the Fund or Trust.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
The Portfolios seek to achieve their investment objectives by
investing all of their investable assets in a corresponding Series
of shares of Trust. Each Series is classified as a partnership for
U.S. federal income tax purposes. A Portfolio is allocated its
proportionate share of the income and realized and unrealized gains
and losses of its corresponding Series.
Each Portfolio of the Fund is treated as a separate entity for
federal income tax purposes. Each Portfolio intends to qualify each
year as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). As such,
each Portfolio will not be subject to federal income tax, or to any
excise tax, to the extent its earnings are distributed as provided
in the Code and by satisfying certain other requirements relating
to the sources of its income and diversification of its assets.
Dividends paid by a Portfolio with respect to its K Class Shares
and S Class Shares are calculated in the same manner and at the
same time. Both K Class Shares and S Class Shares of a Portfolio
will share proportionally in the investment income and expenses of
the Portfolio, except that the per share dividends of S Class
Shares will ordinarily be lower than the per share dividends of K
Class Shares as a result of the distribution expenses charged to S
Class Shares.
Dividends consisting of substantially all of the ordinary income
of each Portfolio, except the Kiewit Equity Portfolio, are declared
daily and are payable to shareholders of record at the time of
declaration. Such dividends are paid on the first business day of
each month. Net capital gains distributions, if any, will be made
annually. The Fund's policy is to distribute substantially all net
investment income from the Kiewit Equity Portfolio, together with
any net realized capital gains annually.
Shareholders of the Fund will automatically receive all income
dividends and capital gains distributions in additional shares of
the Portfolio whose shares they hold at net asset value (as of the
business date following the dividend record date), unless as to
each Portfolio, upon written notice to the Fund's Transfer Agent,
Rodney Square, the shareholder selects one of the following
options: (i) Income Option -- to receive income dividends in cash
and capital gains distributions in additional shares at net asset
value; (ii) Capital Gains Option -- to receive capital gains
distributions in cash and income dividends in additional shares at
net asset value; or (iii) Cash Option -- to receive both income
dividends and capital gains distributions in cash.
Distributions paid by a Portfolio from long-term capital gains
(which are allocated from a Series), whether received in cash or in
additional shares, are taxable to investors as long-term capital
gains, regardless of the length of time an investor has owned
shares in the Portfolio. The Portfolios (through the operation of
the Series) do not seek to realize any particular amount of capital
gains during a year; rather, realized gains are a byproduct of
management activities. Consequently, capital gains distributions
may be expected to vary considerably from year to year. Also, if
purchases of shares in a Portfolio are made shortly before the
record date for a capital gains distribution or a dividend, a
portion of the investment will be returned as a taxable
distribution.
Dividends which are declared in October, November or December to
shareholders of record in such a month but which, for operational
reasons, may not be paid to the shareholder until the following
January, will be treated for tax purposes as if paid by a Portfolio
and received by the shareholder on December 31 of the calendar year
in which they are declared.
A sale or redemption of shares of a Portfolio is a taxable event
and may result in a capital gain or loss to shareholders subject to
tax. Any loss incurred on sale or exchange of a Portfolio's shares
held for six months or less will be treated as a long-term capital
loss to the extent of any capital gain dividends received with
respect to such shares.
The Portfolios may be required to report to the Internal Revenue
Service ("IRS") any taxable dividend or other reportable payment
(including share redemption proceeds) and withhold 31% of any such
payments made to shareholders who have not provided a correct
taxpayer identification number and made certain required
certifications. A shareholder may also be subject to backup
withholding if the IRS or a broker notifies the Fund that the
number furnished by the shareholder is incorrect or that the
shareholder is subject to backup withholding for previous under-
reporting of interest or dividend income.
Shareholders of the Portfolios who are not U.S. persons for
purposes of federal income taxation, should consult with their
financial or tax advisors regarding the applicability of U.S.
withholding and other taxes to distributions received by them from
the Portfolios and the application of foreign tax laws to these
distributions. Shareholders should also consult their tax advisors
with respect to the applicability of any state and local intangible
property or income taxes to their shares of the Portfolios and
distributions and redemption proceeds received from the Portfolios.
Shareholders who hold shares of a Portfolio in an employer-
sponsored 401(k) or profit sharing plan, or other tax-advantaged
plan, such as an IRA, should read their plan documents with respect
to options available for receipt of dividends and federal tax
treatment of transactions involving such shares.
The tax discussion set forth above is included for general
information only. Prospective investors should consult their own
tax advisers concerning the federal, state, local or foreign tax
consequences of an investment in a Portfolio.
PURCHASE OF SHARES
After you open an account with the Fund, you may purchase K
Class Shares by (a) writing to the Fund and enclosing your check as
payment or (b) by calling (800) 2KIEWIT to arrange for payment by
wire transfer.
To Open an Account. Send a completed application form by
regular mail to Kiewit Mutual Fund, c/o Rodney Square, P.O. Box
8987, Wilmington, DE 19899, or by express mail to Kiewit Mutual
Fund, c/o Rodney Square, 1105 N. Market Street, Wilmington, DE
19801. You may request an application form by calling (800)
2KIEWIT.
To Purchase by Mail. Your initial purchase may be indicated on
your application. For additional purchases, you may send the Fund
a simple letter or use order forms supplied by the Fund. Please
enclose your check drawn on a U.S. bank payable to "Kiewit Mutual
Fund." Please indicate the amount to be invested in each Portfolio
and your Portfolio account number.
To Purchase by Wire Transfer: Please call the Fund at (800)
2KIEWIT to make specific arrangements before each wire transfer.
Then, instruct your bank to wire federal funds to Rodney Square
Management Corporation, c/o Wilmington Trust Company, Wilmington,
DE -- ABA #0311-0009-2, attention: Kiewit Mutual Fund, DDA# 2648-
0337, further credit -- your account number, the desired Portfolio
and class of shares and your name.
Minimum Initial Investment. The minimum initial investment is
$10,000, but subsequent investments may be made in any amount.
Purchase Price and Timing. K Class Shares of each Portfolio are
offered at their net asset value next determined after a purchase
order is received and accepted. Purchase orders received by and
accepted before the close of regular trading on the New York Stock
Exchange ("NYSE"), usually 4:00 p.m. Eastern time, on any Business
Day of the Fund will be priced at the net asset value per share
that is determined as of the close of regular trading on the NYSE.
However, purchase orders for shares of the Kiewit Money Market
Portfolio and the Kiewit Government Money Market Portfolio received
and accepted before 2:00 p.m., Eastern time, on any Business Day of
the Fund will be priced at the net asset value per share that is
determined at 2:00 p.m., Eastern time. (See "Valuation Of
Shares.") Purchase orders received and accepted after those daily
deadlines will be priced as of the deadline on the following
Business Day of the Fund. A "Business Day of the Fund" is any day
on which the NYSE and Federal Reserve Bank are open for business.
The Fund and RSD each reserves the right to reject any purchase
order and may suspend the offering of shares of any Portfolio for a
period of time.
In Kind Purchases. If accepted by the Fund, K Class Shares of
each Portfolio may be purchased in exchange for securities which
are eligible for acquisition by the Portfolio and its corresponding
Series of the Trust as described in the Statement of Additional
Information. Please contact Rodney Square about this purchase
method.
SHAREHOLDER ACCOUNTS
Shareholder Inquiries. Shareholder inquiries may be made by
writing the Fund at 1100 North Market Street, Wilmington, DE 19890
or calling (800) 2KIEWIT.
Shareholder Statements. The Fund will mail a statement at least
quarterly showing all purchases, redemptions and balances in each
Portfolio. Shareholdings are expressed in terms of full and
fractional shares of each Portfolio rounded to the nearest 1/1000th
of a share. In the interest of economy and convenience, the
Portfolios do not issue share certificates.
Individual Retirement Accounts. Shares of the Portfolios may be
purchased for a tax-deferred retirement plan such as an individual
retirement account ("IRA"). For an IRA Application, call Rodney
Square at (800) 2KIEWIT. Wilmington Trust Company ("WTC") provides
IRA custodial services for each shareholder account that is
established as an IRA. For these services, WTC receives an annual
fee of $10.00 per account, which fee is paid directly to WTC by the
IRA shareholder. If the fee is not paid by the date due, Portfolio
shares owned by the IRA shareholder will be redeemed automatically
for purposes of making the payment.
Non-Individual Accounts. Corporations, partnerships,
fiduciaries and other non-individual investors may be required to
furnish certain additional documentation to make purchases,
exchanges and redemptions.
Minimum Account Size. Due to the relatively high cost of
maintaining small shareholder accounts, the Fund reserves the right
to automatically close any account with a current value of less
than $5,000 by involuntarily redeeming all shares in the account
and mailing the proceeds to the shareholder. Shareholders will be
notified if their account value is less than $5,000 and will be
allowed 60 days in which to increase their account balance to
$5,000 or more to prevent the account from being closed.
Reductions in value that result solely from market activity will
not trigger an involuntary redemption.
VALUATION OF SHARES
The net asset values per share of each Portfolio's K Class
Shares and shares of corresponding Series are calculated by
dividing the total market value of the corresponding Series'
investments and other assets, less any liabilities, by the total
outstanding shares of the stock of the Portfolio or Series. The
value of the shares of each Series will fluctuate in relation to
its own investment experience. The value of the shares of the
Feeder Portfolios will fluctuate in relation to the investment
experience of the Trust Series in which such Portfolios invest. On
each Business Day of the Fund, net asset value is determined as of
the close of business of the NYSE, usually 4:00 p.m. Eastern time;
except for the Kiewit Money Market Portfolio and Kiewit Government
Money Market Portfolio, which is 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 Portfolio, except the
Kiewit Money Market Portfolio and the Kiewit Government Money
Market Portfolio, will fluctuate in relation to its own investment
experience. The Kiewit Money Market Portfolio and Kiewit
Government Money Market Portfolio will attempt to maintain a stable
net asset value of $1.00 per share.
The offering price of shares of each Portfolio is the net asset
value next determined after the purchase order is received and
accepted; no sales charge or reimbursement fee is imposed.
EXCHANGE OF SHARES
You may exchange all or a portion of your K Class Shares in a
Portfolio for K Class Shares of any other Portfolio of the Fund
that currently offers its shares to investors. A redemption of
shares through an exchange will be effected at the net asset value
per share next determined after receipt by the Fund of the request,
and a purchase of shares through an exchange will be effected at
the net asset value per share next determined.
Exchange transactions will be subject to the minimum initial
investment and other requirements of the Portfolio into which the
exchange is made. An exchange may not be made if the exchange
would leave a balance in a shareholder's Portfolio account of less
than $5,000.
To obtain more information about exchanges, or to place exchange
orders, contact the Fund. The Fund, on behalf of the Portfolios,
reserves the right to terminate or modify the exchange offer
described here. This exchange offer is valid only in those
jurisdictions where the sale of the Portfolio's shares to be
acquired through such exchange may be legally made.
REDEMPTION OF SHARES
You may redeem K Class Shares by mailing instructions to the
Fund or calling the Fund at (800) 2KIEWIT. The Fund will promptly
mail you a check or wire transfer funds to your bank, as described
below.
To Redeem By Mail: You may send written instructions, with
signature guarantees, by regular mail to: Kiewit Mutual Fund, c/o
Rodney Square Management Corporation, P.O. Box 8987, Wilmington, DE
19899-9752, or by express mail to Kiewit Mutual Fund, c/o Rodney
Square Management Corporation, 1105 N. Market Street, Wilmington,
DE 19801. The instructions should indicate the Portfolio from
which shares are to be redeemed, the number of shares or dollar
amount to be redeemed, the Portfolio account number and the name of
the person in whose name the account is registered. A signature
and a signature guarantee are required for each person in whose
name the account is registered. A signature may be guaranteed by
an eligible institution acceptable to the Fund, such as a bank,
broker, dealer, municipal securities dealer, government securities
dealer, credit union, national securities exchange, registered
securities association, clearing agency, or savings association.
To Redeem By Telephone: If you want to redeem your shares by
telephone you must elect to do so by checking the appropriate box
of your initial Application or by calling the Fund at (800) 2KIEWIT
to obtain a separate application for telephone redemptions. In
order to redeem by telephone, you must call the Fund Monday through
Friday during normal business hours of 9 a.m. to 4 p.m., Eastern
time, and indicate your name, Kiewit Mutual Fund, the Portfolio's
name, your Portfolio account number and the number of shares you
wish to redeem. The Fund will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine and
will not be liable for any losses to a shareholder due to
unauthorized or fraudulent telephone transactions. If the Fund,
the Manager, the Transfer Agent or any of their employees fails to
abide by their procedures, the Fund may be liable to a shareholder
for losses he/she suffers from any resulting unauthorized
transactions. During times of drastic economic or market changes,
the telephone redemption privilege may be difficult to implement.
In the event that you are unable to reach the Fund by telephone,
you may make a redemption request by mail.
Additional Redemption Information. You may redeem all or any
part of the value of your account on any Business Day. Redemptions
are made at the net asset value next calculated after the Fund has
received and accepted your redemption request. (See "Valuation Of
Shares.") The Fund imposes no fee when shares are redeemed.
Redemption checks are mailed on the next Business Day of the
Fund following acceptance of redemption instructions but in no
event later than 7 days following such receipt and acceptance.
Amounts redeemed by wire from each Portfolio, except the Kiewit
Money Market Portfolio, are normally wired on the next business day
after acceptance of redemption instructions (if received by Rodney
Square before the close of regular trading on the NYSE or 2:00 p.m.
Eastern time, for the Kiewit Money Market Portfolio). In no event
are redemption proceeds wired later than 7 days following such
receipt and acceptance. If the shares to be redeemed were
purchased by check, the Fund reserves the right not to make the
redemption proceeds available until it has reasonable grounds to
believe that the check has been collected (which could take up to
10 days).
Redemption proceeds exceeding $10,000 may be wired to your
predesignated bank account in any commercial bank in the United
States. The receiving bank may charge a fee for this service.
Alternatively, proceeds may be mailed to your bank or, for amounts
of less than $10,000, mailed to your Portfolio account address of
record if the address has been established for a minimum of 60
days. In order to authorize the Fund to mail redemption proceeds
to your Portfolio account address of record, complete the
appropriate section of the application for telephone redemptions or
include your Portfolio account address of record when you submit
written instructions. You may change the account which you have
designated to receive amounts redeemed at any time. Any request to
change the account designated to receive redemption proceeds should
be accompanied by a guarantee of the shareholder's signature by an
eligible institution. A signature and a signature guarantee are
required for each person in whose name the account is registered.
Further documentation will be required to change the designated
account when shares are held by a corporation, partnership,
fiduciary or other non-individual investor.
For more information on redemption services, call the Fund at
(800) 2KIEWIT.
Redemption Policies. 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
Portfolio. If the Board of Trustees determines that it would be
detrimental to the best interests of the remaining shareholders of
any Portfolio to make a particular payment in cash, the Fund may
pay all or part of the redemption price by distributing portfolio
securities from the Portfolio of the shares being redeemed in
accordance with Rule 18f-1 under the 1940 Act. Investors may incur
brokerage charges and other transaction costs selling securities
that were received in payment of redemptions.
PERFORMANCE INFORMATION
From time to time, performance information, such as yield or
total return for a Portfolio, may be quoted in advertisements or in
communications to shareholders. Performance quotations represent
past performance and should not be considered as representative of
future results. The current yield will be calculated by dividing
the net investment income earned per share during the period stated
in the advertisement (based on the average daily number of shares
entitled to receive dividends outstanding during the period) by the
closing net asset value per share on the last day of the period and
annualizing the result on a semi-annual compounded basis. A
Portfolio's total return may be calculated on an annualized and
aggregate basis for various periods (which periods will be stated
in the advertisement). Average annual return reflects the average
percentage change per year in value of an investment in a
Portfolio. Aggregate total return reflects the total percentage
change in value of an investment in the Portfolio over the stated
period.
The principal value of an investment in a Portfolio will
fluctuate so that an investor's shares when redeemed, may be worth
more or less than the investor's original cost. Performance will
be calculated separately for K Class and S Class Shares. The K
Class Shares have different expenses from the S Class Shares which
may affect performance.
Further information about the performance of each Portfolio and
Class is included in the Fund's Annual Report to Shareholders which
may be obtained without charge by contacting the Fund at (800)
2KIEWIT.
GENERAL INFORMATION
The Fund, formerly named "Kiewit Institutional Fund", issues two
separate classes of shares of beneficial interest for each
Portfolio with a par value of $.01 per share. The shares of each
Portfolio, when issued and paid for in accordance with the Fund's
prospectus, will be fully paid and non-assessable shares, with
equal, non-cumulative voting rights and no preferences as to
conversion, exchange, dividends, redemption or any other feature.
The separate classes of shares each represent interests in the
same portfolio of investments, have the same rights and are
identical in all respects, except that the S Class Shares bear
distribution plan expenses, and have exclusive voting rights with
respect to the Rule 12b-1 Distribution Plan pursuant to which the
distribution fee may be paid. The two classes have different
exchange privileges. See "Exchange Of Shares." The net income
attributable to S Class Shares and the dividends payable on S Class
Shares will be reduced by the amount of the distribution fees;
accordingly, the net asset value of the S Class Shares will be
reduced by such amount to the extent the Portfolio has
undistributed net income.
Shareholders shall have the right to vote only (i) for removal
of Trustees, (ii) with respect to such additional matters relating
to the Fund 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 Portfolio will be asked to vote
on any proposal to change a fundamental investment policy (i.e. a
policy that may be changed only with the approval of shareholders)
of that Portfolio. All shares of the Fund entitled to vote on a
matter shall vote without differentiation between the separate
Portfolios on a one-vote-per-share basis; provided however, if a
matter to be voted on does not affect the interests of all
Portfolios, then only the shareholders of each affected Portfolio
shall be entitled to vote on the matter. If liquidation of the
Fund should occur, shareholders would be entitled to receive on a
per Portfolio basis the assets of the particular Portfolio whose
shares they own, as well as a proportionate share of Fund assets
not attributable to any particular Portfolio then in existence.
Ordinarily, the Fund does not intend to hold annual meetings of
shareholders, except as required by the 1940 Act or other
applicable law. The Fund'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.
Kiewit Investment Trust was organized as a Delaware business
trust on January 23, 1997. The Trust offers shares of its Series
only to institutional investors in private offerings. The Fund may
withdraw the investment of a Feeder Portfolio in a Series of the
Trust at any time, if the Board of Trustees of the Fund determines
that it is in the best interests of the Portfolio to do so. Upon
any such withdrawal, 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 the same investment objective as the Portfolio or the
hiring of an investment advisor to manage the Portfolio's assets in
accordance with the investment policies described above.
Whenever a Feeder Portfolio, as an investor in its corresponding
Trust Series, is asked to vote on a shareholder proposal, the Fund
will hold a special meeting of the Feeder Portfolio's shareholders
to solicit their votes with respect to the proposal. The Trustees
of the Fund will then vote the Feeder Portfolio's shares in the
Series in accordance with the voting instructions received from the
Feeder Portfolio's shareholders. The Trustees of the Fund will
vote shares of the Feeder Portfolio for which they receive no
voting instructions in accordance with their best judgment.
Peter Kiewit Sons', Inc., a Delaware corporation with principal
offices at 1000 Kiewit Plaza, Omaha, NE 68131, is the direct or
indirect parent of shareholders of more than 25% of the voting
securities of each Portfolio and therefore may be deemed to control
each Portfolio.
APPENDIX - DESCRIPTION OF RATINGS
Description of Bond Ratings - Moody's Investors Services, Inc.
("Moody's") description of its bond ratings are:
Aaa--Bonds which are rated Aaa are judged to be the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there maybe other elements present which make
the long-term risk appear somewhat larger than the Aaa securities.
A--Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.
Baa--Bonds which are rated Baa are considered as medium grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very
moderate, and thereby not well safeguarded during both good and bad
times over the future. Uncertainty of position characterizes bonds
in this class.
B--Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.
Caa--Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.
Ca--Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other market shortcomings.
C--Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.
Moody's also supplies numerical indicators 1, 2 and 3 to rating
categories. The modifier 1 indicates that the security is in the
higher end of its rating category; the modifier 2 indicates a mid-
range ranking; and 3 indicates a ranking toward the lower end of
the category.
Standard & Poor's Ratings Group's ("S&P") description of its bond
ratings are:
AAA--The highest degree of safety with overwhelming repayment
capacity.
AA--Very high degree of safety with very strong capacity for
repayment. These issues differ from higher rated issues only in a
small degree.
A--A strong degree of safety and capacity for repayment, but these
issues are somewhat more susceptible in the long term to adverse
economic conditions than those rated in higher categories.
BBB--A satisfactory degree of safety and capacity for repayment,
but these issues are more vulnerable to adverse economic conditions
or changing circumstances than higher-rated issues.
BB--This designation reflects less near-term vulnerability to
default than other speculative issues. However, the issues face
major ongoing uncertainties or exposures to adverse economic or
financial conditions threatening capacity to meet interest and
principal payments on a timely basis.
B--This designation indicates that the issues have a greater
vulnerability to default but currently have the capacity to meet
interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity to
pay interest and repay principal.
CCC--Issues rated CCC have currently identifiable vulnerability to
default, and are dependent upon favorable business, financial, and
economic conditions to meet timely interest and principal
repayments. Adverse business, financial, or economic developments
would render repayment capacity unlikely.
S&P applies indicators "+," no character, and "-" to its rating
categories. The indicators show relative standing within the major
rating categories.
Description of Commercial Paper Ratings
The rating A-1 is the highest commercial paper rating assigned by
S&P. Commercial paper rated A-1 has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2)
long-term senior debt is rated "A" or better; (3) the issuer has
access to at least two additional channels of borrowing; (4) basic
earnings and cash flow have an upward trend with allowance made for
unusual circumstances; (5) typically, the issuer's industry is well
established and the issuer has a strong position within the
industry; and (6) the reliability and quality of management are
unquestioned. The rating Prime-1 is the highest commercial paper
rating assigned by Moody's. Among the factors considered by
Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and the appraisal of speculative-
type risks which may be inherent in certain areas; (3) evaluation
of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term
debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public
interest questions and preparations to meet such obligations.
KIEWIT MUTUAL FUND
1000 Kiewit Plaza
Omaha, NE 68131-3344
Telephone: (800) 2KIEWIT
Investment Advisor
KIEWIT INVESTMENT MANAGEMENT CORP.
1000 Kiewit Plaza
Omaha, NE 68131-3344
Custodian
WILMINGTON TRUST COMPANY
Rodney Square North, 1100 N. Market Street
Wilmington, DE 19890-0001
Administrator and Transfer Agent
RODNEY SQUARE MANAGEMENT CORPORATION
Rodney Square North, 1100 N. Market Street
Wilmington, DE 19890-0001
Distributor
RODNEY SQUARE DISTRIBUTORS, INC.
Rodney Square North, 1100 N. Market Street
Wilmington, DE 19890-00014
KIEWIT MUTUAL FUND
S CLASS SHARES
PROSPECTUS
February 28, 1997
This prospectus describes the Kiewit Money Market Portfolio,
Kiewit Government Money Market Portfolio, Kiewit Short-Term
Government Portfolio, Kiewit Intermediate-Term Bond Portfolio,
Kiewit Tax-Exempt Portfolio and Kiewit Equity Portfolio
(collectively the "Portfolios" or "Feeder Portfolios" and
individually a "Portfolio"), each a series of shares issued by
Kiewit Mutual Fund (the "Fund"), 1000 Kiewit Plaza, Omaha, NE
68131-3344, (800) 2KIEWIT. Each Portfolio is an open-end,
diversified, management investment company which currently offers
two separate classes of shares: K Class Shares and S Class Shares.
Shares of each class represent equal, pro-rata interests in a
Portfolio and accrue dividends in the same manner, except that S
Class Shares bear distribution expenses payable by the Class as
compensation for distribution of the S Class Shares. The
securities offered in this Prospectus are S Class Shares subject to
a distribution charge. Information concerning the Fund's K Class
Shares may be obtained by calling the Fund at the telephone number
stated above.
The Fund issues six series of shares, each of which represents
a separate class of the Fund's shares of beneficial interest,
having its own investment objective and policies. The investment
objective of the Kiewit Money Market Portfolio and Kiewit
Government Money Market Portfolio is to provide high current income
while maintaining a stable share price. The investment objective
of the Kiewit Short-Term Government Portfolio is to provide
investors with as high a level of current income as is consistent
with the maintenance of principal and liquidity. The investment
objective of the Kiewit Intermediate-Term Bond Portfolio is to
provide as high a level of current income as is consistent with
reasonable risk. The investment objective of the Kiewit Tax-
Exempt Portfolio is to provide as high a level of current income
exempt from federal income tax as is consistent with reasonable
risk. The investment objective of the Kiewit Equity Portfolio is
to achieve long-term capital appreciation.
Unlike many other investment companies which directly acquire
and manage their own portfolio of securities, each Portfolio seeks
to achieve its investment objective by investing all of its
investable assets in a corresponding series of shares of Kiewit
Investment Trust (the "Trust"), an open-end, management investment
company that issues series of shares (individually and
collectively, the "Series") having the same investment objective,
policies and limitations as each of the Portfolios. The investment
experience of each Feeder Portfolio will correspond directly with
the investment experience of its corresponding Series. Investors
should carefully consider this investment approach. For additional
information, see "Special Information About The Portfolios'
Structure."
This prospectus contains information about the Portfolios that
prospective investors should know before investing and should be
read carefully and retained for future reference. A Statement of
Additional Information dated February 28, 1997, including the
Fund's most recent Annual Report to Shareholders, is incorporated
herein by reference, has been filed with the Securities and
Exchange Commission and is available upon request, without charge,
by writing or calling the Fund at the above address or telephone
number.
The shares of the Kiewit Money Market Portfolio and Kiewit
Government Money Market Portfolio are neither insured nor
guaranteed by the U.S. Government. While such Portfolios will make
every effort to maintain a stable net asset value of $1.00 per
share, there is no assurance that the Portfolios will be able to do
so.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
TABLE OF CONTENTS
Page
HIGHLIGHTS 4
EXPENSE TABLE 7
FINANCIAL HIGHLIGHTS 9
SPECIAL INFORMATION ABOUT THE PORTFOLIOS' STRUCTURE 9
INVESTMENT OBJECTIVES AND POLICIES 10
Kiewit Money Market Portfolio 10
Kiewit Government Money Market Portfolio 11
Kiewit Short-Term Government Portfolio 12
Kiewit Intermediate-Term Bond Portfolio 13
Kiewit Tax-Exempt Portfolio 14
Kiewit Equity Portfolio 15
Other Investment Policies 16
RISK FACTORS 17
MANAGEMENT OF THE FUND 18
DISTRIBUTION PLAN 20
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES 20
PURCHASE OF SHARES 22
SHAREHOLDER ACCOUNTS 23
VALUATION OF SHARES 23
EXCHANGE OF SHARES 24
REDEMPTION OF SHARES 25
PERFORMANCE INFORMATION 26
GENERAL INFORMATION 27
APPENDIX - DESCRIPTION OF RATINGS 29
HIGHLIGHTS
The Fund
The Fund is an open-end, diversified management investment
company commonly known as a "mutual fund." The Fund was organized
as a Delaware business trust on June 1, 1994. The Fund currently
offers six series of shares: Kiewit Money Market Portfolio, Kiewit
Government Money Market Portfolio, Kiewit Short-Term Government
Portfolio, Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-
Exempt Portfolio and Kiewit Equity Portfolio. Each Portfolio
offers two classes of shares, K Class Shares and S Class Shares.
Investment Objectives
The investment objective of each Portfolio of Kiewit Mutual
Fund is to provide its investors with:
Money Market High current income, while maintaining a
stable share price. The Money Market
Portfolio will invest all of its assets
in the Money Market Series of the Trust,
which in turn invests in short-term money
market securities.
Government Money Market High current income, while
maintaining a stable share price and a
credit rating in the highest category for
money market funds as determined by an
independent rating agency. The
Government Money Market Portfolio will
invest all of its assets in the
Government Money Market Series of the
Trust, which in turn invests in
securities issued or guaranteed by the
U.S. Government, its agencies or
instrumentalities.
Short-Term Government High level of current income,
consistent with the maintenance of
principal and liquidity. The Short-Term
Government Bond Portfolio will invest all
of its assets in the Short-Term
Government Bond Series of the Trust,
which in turn invests in securities
issued or guaranteed by the U.S.
Government, its agencies or
instrumentalities.
Intermediate-Term Bond High level of current income,
consistent with reasonable risk. The
Portfolio will invest all of its assets
in the Kiewit Intermediate-Term Bond
Series of the Trust, which in turn
invests in investment grade debt
securities.
Tax-Exempt High level of current income, exempt from
federal income tax, consistent with
reasonable risk. The Tax-Exempt
Portfolio will invest all of its assets
in the Tax-Exempt Series of the Trust,
which in turn invests primarily in
municipal obligations exempt from federal
income tax.
Equity Long-term capital appreciation. The
Portfolio will invest all of its assets
in the Kiewit Equity Series of the Trust,
which in turn invests in the equity
securities of companies which appear, in
the opinion of the investment adviser, to
be undervalued in the marketplace at the
time of purchase.
Although the investment objective of each Portfolio is not
fundamental and may be changed by the Board of Trustees without
shareholder approval, the Fund intends to notify shareholders
before making any material change. Due to the inherent risks of
investments, there can be no assurance that a Portfolio will
achieve its objective. See "Investment Objectives And Policies."
How to Purchase Shares
After you open an account, you may purchase S Class Shares by
(a) writing the Fund and enclosing your check as payment or (b) by
calling the Fund at (800) 2KIEWIT to arrange for payment by wire
transfer. You may open an account by mailing a completed
application form to the Fund. The public offering price of the
shares of each Portfolio is the net asset value per share next
determined after acceptance of the purchase order and payment. The
S Class Shares may be purchased without a sales load or exchange
fee, but are subject to a distribution fee under a Rule 12b-1 plan.
See "Purchase Of Shares."
How to Redeem Shares
You may redeem S Class Shares by mailing written instructions
to the Fund or by calling the Fund at (800) 2KIEWIT (if you
requested telephone redemption privileges on an application form).
Shares will be redeemed at the net asset value per share next
determined after acceptance of a redemption request. The Fund will
promptly mail you a check, unless other arrangements have been
made. See "Redemption Of Shares."
Dividend Reinvestment
Each Portfolio, except the Kiewit Equity Portfolio, intends to
pay monthly dividends from its net investment income and will pay
net capital gains, if any, annually. The Kiewit Equity Portfolio
intends to pay annual dividends from net investment income,
together with any net capital gains.
You may choose to receive dividends and capital gains
distributions in cash or you may choose to automatically reinvest
them in additional shares of the Portfolio. See "Dividends,
Capital Gains Distributions And Taxes."
Investment Manager, Underwriter and Servicing Agents
Kiewit Investment Management Corp. serves as the investment
manager of each Series of the Trust and also provides the
Portfolios with certain administrative services. Rodney Square
Distributors, Inc. serves as the Portfolios' underwriter.
Wilmington Trust Company serves as the custodian of the Portfolios'
assets and Rodney Square Management Corporation serves as the
Portfolios' administrator, transfer agent and accounting services
agent. See "Management Of The Fund."
Risk Factors
Each Portfolio, through its investment in a corresponding
Series of the Trust, is subject to certain risks. Investors should
consider a number of factors: (i) each Series of the Trust invests
in securities that fluctuate in value, and there can be no
assurance that the objective of any Portfolio will be achieved;
(ii) each Series of the Trust may invest in repurchase and reverse
repurchase agreements, which involve the risk of loss if the
counterparty defaults on its obligations under the agreement; (iii)
each Series of the Trust has reserved the right to borrow amounts
not exceeding 33% of its net assets; and (iv) the Kiewit
Intermediate-Term Bond Series may invest in mortgage securities,
whose market values may vary with changes in market interest rates
to a greater or lesser extent than the market values of other debt
securities. Additionally, the policy of the Portfolios to invest
in the corresponding Series of the Trust also involves certain
risks. See "Risk Factors."
Peter Kiewit Sons', Inc.
An investment in the Fund is not a direct or indirect
investment in the common stock of Peter Kiewit Sons', Inc. ("PKS").
Virtually all of PKS' common stock is owned by employees or former
employees of PKS. The Fund is restricted from investing in the
securities of PKS and its affiliates. PKS and its affiliates do
not guarantee that an investment in the Fund will produce
satisfactory results.
EXPENSE TABLE
Shareholder Transaction Costs None
Annual Portfolio Operating Expenses
(as a percentage of average net assets)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Money Govern- Short-Term Intermediate- Tax-Exempt
Market ment Government Term Bond Portfolio Equity
Portfolio Money Portfolio Portfolio Portfolio
Market
Portfolio
Management
Fees
(after fee
waiver) .13% .13% .17% .33% .36% .45%
12b-1 Fees .25% .25% .25% .25% .25% .25%
Other Expenses
(after
expenses
assumed) .07% .07% .13% .17% .14% .35%
Total
Portfolio
Operating
Expenses .45% .45% .55% .75% .75% 1.05%
</TABLE>
The information in the Expense Table has been restated to reflect
changes in the amounts of management fees waived and Fund expenses
assumed. The table summarizes the aggregate estimated annual
operating expenses of both the Portfolios' S Class Shares and the
Series of the Trust in which the Portfolios invest. (See
"Management Of The Fund" for a description of Portfolio and Series
expenses.) Through June 30, 1997, Kiewit Investment Management
Corp. has agreed to waive all or a portion of its advisory fee and
to assume certain expenses in order to limit annual operating
expenses of the S Class Shares to not more than the following
percentage of the average daily net assets of each Portfolio:
Kiewit Money Market Portfolio .45%; Kiewit Government Money Market
Portfolio .45%; Kiewit Short-Term Government Portfolio .55%; Kiewit
Intermediate Term Bond Portfolio .75%; Kiewit Tax-Exempt Bond
Portfolio .75%; and Kiewit Equity Portfolio 1.05%. Without the
waiver of fees by Kiewit Investment Management Corp., the total
expenses of the Portfolios' S Class Shares for the fiscal year
ended June 30, 1996, would have been: Kiewit Money Market
Portfolio .52%; Kiewit Short-Term Government Portfolio .68%; Kiewit
Intermediate-Term Bond Portfolio .82%; Kiewit Tax-Exempt Portfolio
0.79% and Kiewit Equity Portfolio 1.30%.
Prior to March 3, 1997, the Portfolios sought to achieve their
investment objectives by acquiring and managing their own
portfolios of securities rather than by investing all of their
assets in the corresponding Series of the Trust. The above figures
have been restated to reflect estimated aggregate annualized
operating expenses of each Feeder Portfolio and its corresponding
Series as though the Feeder Portfolio's assets had been invested in
the Series during the fiscal year ended June 30, 1996.
Example
You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each time
period:
1 Year 3 Years 5 Years 10 Years
Money Market Portfolio 5 14 25 57
Government Money Market
Portfolio 5 14 n/a n/a
Short-Term Government
Portfolio 6 18 31 69
Intermediate-Term Bond
Portfolio 8 24 42 93
Tax-Exempt Portfolio 8 24 42 93
Equity Portfolio 11 33 58 128
The purpose of the above Expense Table and Example is to
assist investors in understanding the various costs and expenses
that an investor in the Portfolios' S Class Shares will bear
directly or indirectly. The information set forth above relates
only to the Portfolios' S Class Shares, which shares are subject to
different total fees and expenses than K Class Shares.
The Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or lesser than
those shown. The above Example is based on actual expenses for the
most recent fiscal period.
The Board of Trustees of the Fund has considered whether such
expenses will be more or less than they would be if the Feeder
Portfolios invest directly in the securities held by the Trust
Series. The aggregate amount of expenses for a Feeder Portfolio
and the corresponding Trust Series may be greater than if the
Portfolio were to invest directly in the securities held by the
corresponding Trust Series. However, the total expense ratios for
the Feeder Portfolios and the Trust Series are expected to be less
over time than such ratios would have been if the Portfolios had
continued to invest directly in the underlying securities. This is
because this arrangement enables various institutional investors,
including the Feeder Portfolios, to pool their assets, which may be
expected to result in economies by spreading certain fixed costs
over a larger asset base. Each shareholder in a Trust Series,
including a Feeder Portfolio, will pay its proportionate share of
the expenses of that Trust Series.
FINANCIAL HIGHLIGHTS
Financial highlights for the Fund's S Class Shares are not provided
because the Portfolios had not commenced selling S Class Shares as
of the date of this Prospectus.
SPECIAL INFORMATION ABOUT THE PORTFOLIOS' STRUCTURE
Each of the six Portfolios of the Fund, unlike many other
investment companies which directly acquire and manage their own
portfolio of securities, seeks to achieve its investment objective
by investing all of its investable assets in a corresponding Series
of the Trust, an open-end, management investment company,
registered under the Investment Company Act of 1940, that issues
Series having the same investment objective as each of the
Portfolios. The investment objectives of the Portfolios and their
corresponding Series may be changed without shareholder approval.
Shareholders of a Feeder Portfolio will receive written notice at
least 30 days prior to the effective date of any change in the
investment objective of the Portfolio or its corresponding Trust
Series.
This prospectus describes the investment objective, policies and
restrictions of each Feeder Portfolio and its corresponding Series.
(See "Portfolio Characteristics And Policies - Kiewit Money Market
Portfolio, Kiewit Government Money Market Portfolio, Kiewit Short-
Term Government Portfolio, Kiewit Intermediate-Term Bond Portfolio,
Kiewit Tax-Exempt Portfolio and Kiewit Equity Portfolio." In
addition, an investor should read "Management Of The Fund" for a
description of the management and other expenses associated with
the Feeder Portfolios' investment in the Trust. Other
institutional investors, including other mutual funds, may invest
in each Series, and the expenses of such other funds and,
correspondingly, their returns may differ from those of the
Portfolios. Please contact the Fund at 1000 Kiewit Plaza, Omaha,
NE 08131-3344, 1-800-2KIEWIT for information about the
availability of investing in a Series of the Trust other than
through a Feeder Portfolio.
The shares of the Trust Series will be offered to institutional
investors for the purpose of increasing the funds available for
investment, to reduce expenses as a percentage of total assets and
to achieve other economies that might be available at higher asset
levels. While investment in a Series by other institutional
investors offers potential benefits to the Series and, through
their investment in the Series, the Feeder 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 Feeder 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 Feeder Portfolio and the Portfolio does not make a
similar change in its investment objective, 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 Feeder 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. Moreover, a distribution
in kind may constitute a taxable exchange for federal income tax
purposes resulting in gain or loss to the Feeder Portfolios. Any
net capital gains so realized will be distributed to such a
Portfolio's shareholders as described in "Dividends, Capital Gains
Distributions And Taxes" below.
Finally, the Feeder 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, management believes that the benefits to be gained by
shareholders outweigh the additional complexities and that the
risks attendant to such investment are not inherently different
from the risks of direct investment in securities of the type in
which the Trust Series invest.
INVESTMENT OBJECTIVES AND POLICIES
Kiewit Money Market Portfolio
The Kiewit Money Market Portfolio pursues its investment
objective by investing all of its assets in the Money Market Series
of the Trust (the "Money Market Series") which has the same
investment objective and policies as the Portfolio. The investment
objective of the Money Market Series is to provide high current
income while maintaining a stable share price by investing in
short-term money market securities. The Money Market 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 investments
which the Board of Trustees determines present minimal credit
risks.
The Money Market 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 two highest categories of
short-term debt ratings of any two Nationally Recognized
Statistical Ratings Organization ("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 two highest categories of short-
term debt ratings. See "Appendix - Description Of 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. See
"Appendix - Description Of Ratings."
(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 Money Market 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 Money Market Series will not invest more than (i) 1% of
its total assets in such securities issued by a single issuer and
(ii) 5% of its total assets in such securities of all issuers. Up
to 10% of the Money Market 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 Money Market 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
Money Market Series and agrees to repurchase the securities at the
Money Market Series' cost plus interest within a specified period
(normally one day). In these transactions, the securities
purchased by the Money Market Series will have a total value equal
to or in excess of the value of the repurchase agreement, and will
be held by the Money Market Series' custodian bank until
repurchased. Under the Investment Company Act of 1940 (the "1940
Act"), a repurchase agreement is deemed to be the loan of money by
the Money Market 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 Money Market Series invests, and foreign
issuers will be required to meet the same tests of financial
strength as the domestic issuers approved for the Money Market
Series.
Kiewit Government Money Market Portfolio
The Kiewit Government Money Market Portfolio pursues its investment
objective by investing all of its assets in the Government Money
Market Series of the Trust (the "Government Money Market Series").
The investment objective of the Government Money Market Series is
to provide as high a level of current income as is consistent with
maintaining a stable share price by investing in securities issued
by the U.S. Government, its agencies or instrumentalities. The
Series invests in U.S. dollar-denominated money market instruments
that mature in 13 months or less and will maintain an average
weighted maturity of 60 days or less.
The Series will invest in the following money market obligations
issued by the U.S. government, its agencies or instrumentalities:
(1) United States Treasury obligations including bills, notes,
bonds and other debt obligations issued by the United States
Treasury. These securities are backed by the full faith and credit
of the United States government.
(2) Obligations of agencies and instrumentalities of the U.S.
Government which are supported by the full faith and credit of the
U.S. Government, such as securities of the Government National
Mortgage Association, or which are supported by the right of the
issuer to borrow from the U.S. Treasury, such as securities issued
by the Federal Financing Bank; or which are supported by the credit
of the agency or instrumentality itself, such as securities of
Federal Farm Credit Banks.
(3) Repurchase agreements that are fully collateralized by the
securities listed in (1) and (2) above.
The Series intends to maintain an AAAm credit rating from Standard
& Poor's Ratings 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's 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 Investment Company Act of 1940 (the "1940
Act"), a repurchase agreement is deemed to be the loan of money by
the Series to the seller, collateralized by the underlying
securities.
Kiewit Short-Term Government Portfolio
The Kiewit Short-Term Government Portfolio pursues its
investment objective by investing all of its assets in the Kiewit
Short-Term Government Series of the Trust (the "Short-Term
Government Series") which has the same investment objective and
policies as the Portfolio. The investment objective of the Short-
Term Government Series is to provide investors with as high a level
of current income as is consistent with the maintenance of
principal and liquidity. The Short-Term Government Series invests
at least 65% of its assets in U.S. Treasury securities and U.S.
Government agency securities. The Short-Term Government Series may
also invest in repurchase agreements collateralized by U.S.
Treasury or U.S. Government agency securities. In an effort to
minimize fluctuations in market value, the Short-Term Government
Series will maintain a dollar-weighted average maturity between one
and three years.
U.S. Government agency securities are debt obligations of
agencies and instrumentalities of the U.S. Government which are
supported by the full faith and credit of the U.S. Government, such
as securities of the Government National Mortgage Association; or
which are supported by the right of the issuer to borrow from the
U.S. Treasury, such as securities issued by the Federal Financing
Bank; or which are supported by the credit of the agency or
instrumentality itself, such as securities of Federal Farm Credit
Banks.
Kiewit Intermediate-Term Bond Portfolio
The Kiewit Intermediate-Term Bond Portfolio pursues its
investment objective by investing all of its assets in the Kiewit
Intermediate-Term Bond Series of the Trust (the "Intermediate-Term
Bond Series") which has the same investment objective and policies
as the Portfolio. The investment objective of the Intermediate-
Term Bond Series is to provide as high a level of current income as
is consistent with reasonable risk. It seeks to achieve its
objective by investing substantially all of its total assets in a
diversified portfolio of the following investment grade debt
securities: U.S. Treasury and U.S. Government agency securities,
mortgage-backed securities, asset-backed securities and corporate
bonds. The Intermediate-Term Bond Series may also invest in
repurchase agreements collateralized by U.S. Treasury and U.S.
Government agency securities and other short-term debt securities.
Under normal circumstances, the Intermediate-Term Bond Series will
have an average effective maturity (i.e., the market value weighted
average time to repayment of principal) of between three and ten
years.
Debt securities rated by an NRSRO, in the lowest investment
grade debt category, have speculative characteristics; a change in
economic conditions could lead to a weakened capacity of the issuer
to make principal and interest payments. To the extent that the
rating of a debt obligation held by the Intermediate-Term Bond
Series falls below investment grade, the Intermediate-Term Bond
Series, as soon as practicable, will dispose of the security,
unless such disposal would be detrimental to the Intermediate-Term
Bond Series in light of market conditions. See "Appendix -
Description Of Ratings."
The Intermediate-Term Bond 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 Intermediate-
Term Bond 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 Intermediate-Term Bond Series may rely
on such instrument or the creditworthiness of the insurer in
purchasing a variable or floating rate security.
Kiewit Tax-Exempt Portfolio
The Kiewit Tax-Exempt Portfolio pursues its investment
objective by investing all of its assets in the Kiewit Tax-Exempt
Series of the Trust (the "Tax-Exempt Series") which has the same
investment objective and policies as the Portfolio. The investment
objective of the Tax-Exempt Series is to provide as high a level of
current income exempt from federal income tax as is consistent with
reasonable risk. Because of this emphasis, capital appreciation is
not an investment objective. The Tax-Exempt Series pursues its
objective by investing primarily in municipal obligations whose
interest is, in the opinion of counsel to the issuer, exempt from
federal income tax. As a fundamental policy, the Tax-Exempt Series
will normally invest at least 80% of its net assets in securities
the interest on which is exempt from federal income tax, including
the alternative minimum tax. However, the Tax-Exempt Series may
invest up to 20% of its net assets in municipal securities, the
interest on which is a preference item for purposes of the federal
alternative minimum tax ("AMT bonds"). When the Manager is unable
to locate investment opportunities with desirable risk/reward
characteristics, the Tax-Exempt Series may invest up to 20% of its
net assets in the following: cash, cash equivalent short-term
obligations, certificates of deposit, commercial paper, obligations
issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities, and repurchase agreements.
Municipal obligations are issued by states, territories and
possessions of the United States and the District of Columbia and
their political subdivisions, agencies and instrumentalities to
raise money for various public purposes. Municipal obligations
consist of general obligation bonds, revenue bonds and notes.
General obligation bonds are backed by the issuer's pledge of its
full faith, credit and taxing power for the payment of principal
and interest and are considered the safest type of municipal
investment. Revenue bonds are backed by revenues derived from a
specific project, facility or revenue source. At times, the Tax-
Exempt Series may invest more than 25% of the value of its assets
in industrial development bonds, a type of revenue bond. Although
issued by a public authority, some industrial revenue bonds may be
backed only by the credit and security of a private issuer and may
involve greater credit risk. Municipal notes are issued to finance
short-term capital needs of a municipality and include tax and
revenue anticipation notes, bond anticipation notes and commercial
paper. Municipal obligations bear fixed, floating and variable
rates of interest.
AMT bonds are tax-exempt "private activity" bonds issued after
August 7, 1986, whose proceeds are directed at least in part to a
private, for-profit organization. While the income from AMT bonds
is exempt from regular federal income tax, it is a tax preference
item for purposes of the alternative minimum tax. The alternative
minimum tax is a special separate tax that applies to a limited
number of taxpayers who have certain adjustments to income or tax
preference items.
The Tax-Exempt Series also may invest up to 5% of its total
assets in the following municipal-based obligations: municipal
lease obligations, inverse floaters, tender option bonds, when-
issued securities and zero coupon bonds. See the Fund's Statement
of Additional Information for a discussion of these types of
investments.
The Tax-Exempt Series may invest in the various types of
municipal securities in any proportion. Although the Tax-Exempt
Series does not currently intend to do so on a regular basis, it
may invest more than 25% of its assets in tax-exempt securities
that are repayable out of revenue streams generated from
economically related projects or facilities, if such investment is
deemed necessary or appropriate by the Manager. To the extent that
the Tax-Exempt Series' assets are concentrated in tax-exempt
securities payable from revenues on economically related projects
and facilities, the Tax-Exempt Series will be subject to the risks
presented by such projects to a greater extent than it would be if
the Tax-Exempt Series' assets were not so concentrated.
The Tax-Exempt Series will invest only in investment grade
obligations, or if unrated, in obligations that the Manager
determines to be of comparable quality. The Tax-Exempt Series will
have an average effective maturity (i.e., the market value weighted
average time to repayment of principal) of between three and ten
years. See "Appendix - Description Of Ratings."
Kiewit Equity Portfolio
The Kiewit Equity Portfolio pursues its investment objective
by investing all of its assets in the Kiewit Equity Series of the
Trust (the "Equity Series") which has the same investment objective
and policies as the Portfolio. The Equity Series invests primarily
in a diversified portfolio of equity securities, including common
stocks, preferred stocks and securities convertible into common
stock, which, in the Manager's opinion, are undervalued in the
marketplace at the time of purchase. Dividend income is an
incidental consideration compared to growth in capital. In
selecting securities for the Equity Series, the Manager or sub-
adviser may evaluate factors it believes are likely to affect long-
term capital appreciation such as the issuer's background, industry
position, historical returns on equity and experience and
qualifications of the management team. The Manager may rotate the
Equity Series' holdings among various market sectors based on
economic analysis of the overall business cycle. Under normal
conditions, at least 65 percent of the Equity Series' net assets
will be invested in equity securities.
The Equity 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 Equity Series,
to the extent not invested in the securities described above, may
invest in investment grade securities issued by corporations and
U.S. Government securities. In order to meet liquidity needs, the
Equity 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 Equity 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 Equity 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 Equity 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 Equity 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 Equity 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.
Other Investment Policies
Other Registered Investment Companies. Each Portfolio's
corresponding Series reserves the right to invest in the shares of
other registered investment companies. By investing in shares of
investment companies, a Series would indirectly pay a portion of
the operating expenses, management expenses and brokerage costs of
such companies as well as the expense of operating the Series.
Thus, the Series' investors may pay higher total operating expenses
and other costs than they might pay by owning the underlying
investment companies directly. The Manager will attempt to
identify investment companies that have demonstrated superior
management in the past, thus possibly offsetting these factors by
producing better results and/or lower expenses than other
investment companies with similar investment objectives and
policies. There can be no assurance that this result will be
achieved. However, the Manager will waive its advisory fee with
respect to the assets of a Series invested in other investment
companies, to the extent of the advisory fee charged by any
investment adviser to such investment company. In addition, the
1940 Act limits investment by a Series in shares of other
investment companies to no more than 10% of the value of the
Series' total assets.
Securities Loans. Each Series may lend securities to
qualified brokers, dealers, banks and other financial institutions
for the purpose of earning additional income. While a Series may
earn additional income from lending securities, such activity is
incidental to the investment objective of a Series. The value of
securities loaned may not exceed 33 1/3% of the value of a Series'
total assets. In connection with such loans, a Series will receive
collateral consisting of cash or U.S. Government securities, which
will be maintained at all times in an amount equal to at least 100%
of the current market value of the loaned securities. In addition,
the Series will be able to terminate the loan at any time, will
retain the authority to vote the loaned securities and will receive
reasonable interest on the loan, as well as amounts equal to any
dividends, interest or other distributions on the loaned
securities. In the event of the bankruptcy of the borrower, the
Fund 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, U.S. government securities or other liquid
obligations equal in value to its obligations with respect to
reverse repurchase agreements.
Options. The Kiewit Short-Term Government Series, Kiewit
Intermediate-Term Bond Series and Kiewit Equity Series each may
sell and/or purchase exchange-traded call options and purchase
exchange-traded put options on securities in the Portfolio.
Options will be used to generate income and to protect against
price changes and will not be engaged in for speculative purposes.
The aggregate value of option positions may not exceed 10% of each
Series' net assets as of the time the Series enters into such
options.
A put option gives the purchaser of the option the right to
sell, and the writer the obligation to buy, the underlying security
at any time during the option period. A call option gives the
purchaser of the option the right to buy, and the writer of the
option the obligation to sell, the underlying security at any time
during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option
contract. There are risks associated with option transactions
including the following: (i) the success of an options strategy may
depend on the ability of the Manager to predict movements in the
prices of the individual securities, fluctuations in markets and
movements in interest rates; (ii) there may be an imperfect
correlation between the changes in market value of the securities
held by a Series and the prices of options; (iii) there may not be
a liquid secondary market for options; and (iv) while a Series will
receive a premium when it writes covered call options, it may not
participate fully in a rise in the market value of the underlying
security.
RISK FACTORS
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 Fund's management
acknowledges these risks, it is expected that they can be
controlled through stringent security selection and careful
monitoring. Reverse repurchase agreements involve the risk that
the market value of the securities retained by the Series may
decline below the price of the securities the Series has sold but
is obligated to repurchase under the agreement. In the event the
buyer of securities under a reverse repurchase agreement files for
bankruptcy or become insolvent, the Series' use of the proceeds of
the agreement may be restricted pending a determination by the
other party, or its trustee or receiver, whether to enforce the
Series' obligation to repurchase the securities. Reverse
repurchase agreements are considered borrowings by the Series and
as such are subject to the investment limitations discussed above.
The mortgage-backed and asset-backed securities in which the
Kiewit Intermediate-Term Bond Series may invest differ from
conventional bonds in that principal is paid back over the life of
the security rather than at maturity. As a result, the holder of
those types of securities (the Series) receives monthly scheduled
payments of principal and interest, and may receive unscheduled
principal payments representing prepayments on the underlying
mortgages or assets. Such prepayments occur more frequently during
periods of declining interest rates. When the holder reinvests the
payments and any unscheduled prepayments of principal it receives,
it may receive a rate of interest which is lower than the rate on
the existing mortgage-backed and asset-backed securities. For this
reason, these securities may be less effective than other types of
securities as a means of "locking in" long-term interest rates.
The market value of mortgage securities, like other debt
securities, generally varies inversely with changes in market
interest rates, declining when interest rates rise and rising when
interest rates decline. However, mortgage securities, due to
changes in the rates of prepayments on the underlying mortgages,
may experience less capital appreciation in declining interest rate
environments and greater capital losses in periods of increasing
interest rates than other investments of comparable maturities.
In addition, to the extent mortgage securities are purchased
at a premium, mortgage foreclosures and unscheduled principal
prepayments may result in some loss of the holders' principal
investment to the extent of the premium paid. On the other hand,
if mortgage securities are purchased at a discount, both a
scheduled payment of principal and an unscheduled prepayment of
principal increases current and total returns and accelerates the
recognition of income which, when distributed to shareholders, is
taxable as ordinary income.
MANAGEMENT OF THE FUND
The Fund was organized as a Delaware business trust. Under
Delaware law the Fund's Board of Trustees is responsible for
establishing Fund policies and for overseeing the management of the
Fund.
Each of the Trustees and officers of the Fund is also a
Trustee and officer of the Trust. The Trustees of the Fund,
including all of the disinterested Trustees, have adopted written
procedures to monitor potential conflicts of interest that might
develop between the Feeder Portfolios and the Trust. Information
as to the Trustees and Officers of the Fund and the Trust is set
forth in the Statement of Additional Information under "Trustees
and Officers."
Investment Management Agreement. Kiewit Investment Management
Corp. (the "Manager"), 1000 Kiewit Plaza, Omaha, NE 68131-3344,
serves as the investment manager to each Series of the Trust. The
Manager, organized in 1994, is an indirect wholly-owned subsidiary
of Peter Kiewit Sons', Inc., a construction, mining and
telecommunications company. The Manager 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. Under the
investment management agreement between the Manager and the Trust
on behalf of each Series, the monthly fees of the Series are at the
following annual rates of their average monthly net assets: Kiewit
Money Market Series .20%; Kiewit Government Money Market Series
.20%; Kiewit Short-Term Government Series .30%; Kiewit
Intermediate-Term Series .40%; Kiewit Tax-Exempt Series .40%; and
Kiewit Equity Series .70%.
Mr. P. Greggory Williams manages the investments of the Kiewit
Short-Term Government Series and co-manages the Kiewit Equity
Series. Mr. Williams is the Chief Investment Officer and a Vice
President of the Manager, Chief Financial Officer and a Vice
President of the Fund and a Chartered Financial Analyst. From June
1983 to December 1986, he served as Assistant Vice President-
Investments at Mutual of Omaha Fund Management Company. His duties
included managing three investment companies. From December 1986
to November 1990, Mr. Williams served as Senior Vice President and
Chief Investment Officer of Jefferson National Life Insurance
Company in Indianapolis, Indiana. From June 1991 to August 1994,
Mr. Williams was Vice President-Investments and Treasurer of
Shenandoah Life Insurance Company of Roanoke, Virginia.
Brian J. Mosher manages the Kiewit Intermediate-Term Bond
Series and the Kiewit Tax-Exempt Series, and co-manages the Kiewit
Equity Series. Mr. Mosher is a Vice President of the Manager, a
Vice President of the Fund and a Chartered Financial Analyst. From
April 1984 to March 1989, he was Vice President and Trust Officer
of The Provident Bancorporation of Cincinnati, Ohio. From March
1989 to December 1994, Mr. Mosher served as Investment Manager of
Meridian Mutual Insurance Company in Indianapolis, Indiana.
The Fund has entered into an Administrative Services Agreement
with the Manager, on behalf of each Feeder Portfolio. Pursuant to
this agreement, the Manager performs various services, including:
supervision of the services provided by the Portfolio's custodian
and transfer and dividend disbursing agent and others who provide
services to the Fund for the benefit of the Portfolio; providing
shareholders with information about the Portfolio and their
investments as they or the Fund may request; assisting the
Portfolio in conducting meetings of shareholders; furnishing
information as the Board of Trustees may require regarding the
corresponding Series; and any other administrative services for the
benefit of the Portfolio as the Board of Trustees may reasonably
request. For its services, each Feeder Portfolio pays the Manager
a monthly fee equal to one-twelfth of .02% of the Portfolio's
average net assets.
Administration and Accounting Services Agreements. Under separate
Administration Agreements and Accounting Services Agreements with
the Trust and the Fund, Rodney Square Management Corporation
("Rodney Square"), 1100 North Market Street, Wilmington, Delaware
19890, serves, respectively, as Administrator and Accounting
Services Agent for the Trust and the Fund. In these joint
capacities, Rodney Square manages and administers all regular day-
to-day operations (other than management of the Trust's
investments) of each of the Trust's various Series and each of the
Fund's various Portfolios, subject to the supervision of the
Trust's and the Fund's respective Boards of Trustees. Pursuant to
its respective agreements with Rodney Square, the Trust has agreed
to pay Rodney Square, on behalf of each Trust Series, the Series'
proportionate share of a complex-wide annual: (a) administration
services charge of 0.015% of the Trust's aggregate total assets in
excess of $125 million; and (b) accounting services charge of
0.015% of the Trust's aggregate total assets in excess of $100
million. Pursuant to its respective agreements with the Fund,
Rodney Square receives from the Fund, on behalf of each Fund
Portfolio, separate annual administration and accounting services
fees of 0.02% of that portion of the Portfolio's total assets
attributable to S Class Fund Shares. The foregoing Rodney Square
annual asset-based fees are determined on an average daily total
asset basis, and are subject to prescribed fixed minimums.
Transfer Agency Agreement. Rodney Square serves as Transfer
Agent and Dividend Paying Agent for each Portfolio of the Fund
pursuant to a Transfer Agency Agreement with the Fund.
Investment Management Expenses. The Fund and the Trust each
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 directors or
trustees, the cost of filing its registration statements under the
federal securities laws and the cost of any notice filings required
under state securities laws, reports to shareholders, and transfer
and dividend disbursing agency, administrative services and
custodian fees. Expenses allocable to a particular Portfolio or
Series are so allocated, and expenses which are not allocable to a
particular Portfolio or Series are borne by each Portfolio or
Series on the basis of the fees paid by the Fund or Trust.
DISTRIBUTION PLAN
The Fund has adopted a plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 (the "12b-1 Plan"), whereby it may
reimburse Rodney Square Distributors, Inc. (the "Distributor") or
others for expenses actually incurred by the Distributor or others
in the promotion and distribution of the Fund's S Class Shares.
These expenses include, but are not limited to, the printing of
prospectuses and reports used for sales purposes, the preparation
of sales literature and related expenses, advertisements, and other
distribution-related expenses, including payments to securities
dealer and others participating in the sale and servicing of S
Class Shares. The maximum amount which the Fund may pay to the
Distributor and others (and which the Distributor may re-allow to
securities dealers and others participating in the sale of shares)
for such distribution expenses is 0.25% per annum of average daily
net assets of a Portfolio's S Class payable on a monthly basis.
All expenses of distribution and marketing in excess of 0.25% per
annum will be borne by the Advisor. The 12b-1 Plan also covers any
payments made by the Fund, the Manager, the Distributor, or other
parties on behalf of the Fund, the Advisor, the Manager, or the
Distributor, to the extent such payments are deemed to be for the
financing of any activity primarily intended to result in the sale
of S Class Shares issued by the Fund within the context of Rule
12b-1.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES
The Portfolios seek to achieve their investment objectives by
investing all of their investable assets in a corresponding Series
of shares of Trust. Each Series is classified as a partnership for
U.S. federal income tax purposes. A Portfolio is allocated its
proportionate share of the income and realized and unrealized gains
and losses of its corresponding Series.
Each Portfolio of the Fund is treated as a separate entity for
federal income tax purposes. Each Portfolio intends to qualify each
year as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). As such,
each Portfolio will not be subject to federal income tax, or to any
excise tax, to the extent its earnings are distributed as provided
in the Code and by satisfying certain other requirements relating
to the sources of its income and diversification of its assets.
Dividends paid by a Portfolio with respect to its K Class
Shares and S Class Shares are calculated in the same manner and at
the same time. Both K Class and S Class Shares of a Portfolio will
share proportionally in the investment income and expenses of the
Portfolio, except that the per share dividends of S Class Shares
will ordinarily be lower than the per share dividends of K Class
Shares as a result of the distribution expenses charged to S Class
Shares.
Dividends consisting of substantially all of the ordinary
income of each Portfolio, except the Kiewit Equity Portfolio, are
declared daily and are payable to shareholders of record at the
time of declaration. Such dividends are paid on the first business
day of each month. Net capital gains distributions, if any, will
be made annually. The Fund's policy is to distribute substantially
all net investment income from the Kiewit Equity Portfolio,
together with any net realized capital gains annually.
Shareholders of the Fund will automatically receive all income
dividends and capital gains distributions in additional shares of
the Portfolio whose shares they hold at net asset value (as of the
business date following the dividend record date), unless as to
each Portfolio, upon written notice to the Fund's Transfer Agent,
Rodney Square, the shareholder selects one of the following
options: (i) Income Option -- to receive income dividends in cash
and capital gains distributions in additional shares at net asset
value; (ii) Capital Gains Option -- to receive capital gains
distributions in cash and income dividends in additional shares at
net asset value; or (iii) Cash Option -- to receive both income
dividends and capital gains distributions in cash.
Distributions paid by a Portfolio from long-term capital gains
(which are allocated from a Series), whether received in cash or in
additional shares, are taxable to investors as long-term capital
gains, regardless of the length of time an investor has owned
shares in the Portfolio. The Portfolios (through the operation of
the Series) do not seek to realize any particular amount of capital
gains during a year; rather, realized gains are a byproduct of
management activities. Consequently, capital gains distributions
may be expected to vary considerably from year to year. Also, if
purchases of shares in a Portfolio are made shortly before the
record date for a capital gains distribution or a dividend, a
portion of the investment will be returned as a taxable
distribution.
Dividends which are declared in October, November or December
to shareholders of record in such a month but which, for
operational reasons, may not be paid to the shareholder until the
following January, will be treated for tax purposes as if paid by a
Portfolio and received by the shareholder on December 31 of the
calendar year in which they are declared.
A sale or redemption of shares of a Portfolio is a taxable
event and may result in a capital gain or loss to shareholders
subject to tax. Any loss incurred on sale or exchange of a
Portfolio's shares held for six months or less will be treated as a
long-term capital loss to the extent of any capital gain dividends
received with respect to such shares.
The Portfolios may be required to report to the Internal
Revenue Service ("IRS") any taxable dividend or other reportable
payment (including share redemption proceeds) and withhold 31% of
any such payments made to shareholders who have not provided a
correct taxpayer identification number and made certain required
certifications. A shareholder may also be subject to backup
withholding if the IRS or a broker notifies the Fund that the
number furnished by the shareholder is incorrect or that the
shareholder is subject to backup withholding for previous under-
reporting of interest or dividend income.
Shareholders of the Portfolios who are not U.S. persons for
purposes of federal income taxation, should consult with their
financial or tax advisors regarding the applicability of U.S.
withholding and other taxes to distributions received by them from
the Portfolios and the application of foreign tax laws to these
distributions. Shareholders should also consult their tax advisors
with respect to the applicability of any state and local intangible
property or income taxes to their shares of the Portfolios and
distributions and redemption proceeds received from the Portfolios.
Shareholders who hold shares of a Portfolio in an employer-
sponsored 401(k) or profit sharing plan, or other tax-advantaged
plan, such as an IRA, should read their plan documents with respect
to options available for receipt of dividends and federal tax
treatment of transactions involving such shares.
The tax discussion set forth above is included for general
information only. Prospective investors should consult their own
tax advisers concerning the federal, state, local or foreign tax
consequences of an investment in a Portfolio.
PURCHASE OF SHARES
After you open an account with the Fund, you may purchase S
Class Shares by (a) writing to the Fund and enclosing your check as
payment or (b) by calling (800) 2KIEWIT to arrange for payment by
wire transfer.
To Open an Account. Send a completed application form by
regular mail to Kiewit Mutual Fund, c/o Rodney Square, P.O. Box
8987, Wilmington, DE 19899, or by express mail to Kiewit Mutual
Fund, c/o Rodney Square, 1105 N. Market Street, Wilmington, DE
19801. You may request an application form by calling (800)
2KIEWIT.
To Purchase by Mail. Your initial purchase may be indicated
on your application. For additional purchases, you may send the
Fund a simple letter or use order forms supplied by the Fund.
Please enclose your check drawn on a U.S. bank payable to "Kiewit
Mutual Fund." Please indicate the amount to be invested in each
Portfolio and your Portfolio account number.
To Purchase by Wire Transfer: Please call the Fund at (800)
2KIEWIT to make specific arrangements before each wire transfer.
Then, instruct your bank to wire federal funds to Rodney Square
Management Corporation, c/o Wilmington Trust Company, Wilmington,
DE -- ABA #0311-0009-2, attention: Kiewit Mutual Fund, DDA# 2648-
0337, further credit -- your account number, the desired Portfolio
and class of shares and your name.
Minimum Initial Investment. The minimum initial investment is
$10,000, but subsequent investments may be made in any amount.
Purchase Price and Timing. S Class Shares of each Portfolio
are offered at their net asset value next determined after a
purchase order is received and accepted. Purchase orders received
by and accepted before the close of regular trading on the New York
Stock Exchange ("NYSE"), usually 4:00 p.m. Eastern time, on any
Business Day of the Fund will be priced at the net asset value per
share that is determined as of the close of regular trading on the
NYSE. However, purchase orders for shares of the Kiewit Money
Market Portfolio and the Kiewit Government Money Market Portfolio
received and accepted before 2:00 p.m., Eastern time, on any
Business Day of the Fund will be priced at the net asset value per
share that is determined at 2:00 p.m., Eastern time. (See
"Valuation Of Shares.") Purchase orders received and accepted
after those daily deadlines will be priced as of the deadline on
the following Business Day of the Fund. A "Business Day of the
Fund" is any day on which the NYSE and Federal Reserve Bank are
open for business. The Fund and RSD each reserves the right to
reject any purchase order and may suspend the offering of shares of
any Portfolio for a period of time.
In Kind Purchases. If accepted by the Fund, S Class Shares of
each Portfolio may be purchased in exchange for securities which
are eligible for acquisition by the Portfolio and its corresponding
Series of the Trust as described in the Statement of Additional
Information. Please contact Rodney Square about this purchase
method.
SHAREHOLDER ACCOUNTS
Shareholder Inquiries. Shareholder inquiries may be made by
writing the Fund at 1100 North Market Street, Wilmington, DE 19890
or calling (800) 2KIEWIT.
Shareholder Statements. The Fund will mail a statement at
least quarterly showing all purchases, redemptions and balances in
each Portfolio. Shareholdings are expressed in terms of full and
fractional shares of each Portfolio rounded to the nearest 1/1000th
of a share. In the interest of economy and convenience, the
Portfolios do not issue share certificates.
Individual Retirement Accounts. Shares of the Portfolios may
be purchased for a tax-deferred retirement plan such as an
individual retirement account ("IRA"). For an IRA Application,
call Rodney Square at (800) 2KIEWIT. Wilmington Trust Company
("WTC") provides IRA custodial services for each shareholder
account that is established as an IRA. For these services, WTC
receives an annual fee of $10.00 per account, which fee is paid
directly to WTC by the IRA shareholder. If the fee is not paid by
the date due, Portfolio shares owned by the IRA shareholder will be
redeemed automatically for purposes of making the payment.
Non-Individual Accounts. Corporations, partnerships,
fiduciaries and other non-individual investors may be required to
furnish certain additional documentation to make purchases,
exchanges and redemptions.
Minimum Account Size. Due to the relatively high cost of
maintaining small shareholder accounts, the Fund reserves the right
to automatically close any account with a current value of less
than $5,000 by involuntarily redeeming all shares in the account
and mailing the proceeds to the shareholder. Shareholders will be
notified if their account value is less than $5,000 and will be
allowed 60 days in which to increase their account balance to
$5,000 or more to prevent the account from being closed.
Reductions in value that result solely from market activity will
not trigger an involuntary redemption.
VALUATION OF SHARES
The net asset values per share of each Portfolio's S Class
Shares and shares of each corresponding Series are calculated by
dividing the total market value of the corresponding Series'
investments and other assets, less any liabilities, by the total
outstanding shares of the stock of the Portfolio or Series. The
value of the shares of each Series will fluctuate in relation to
its own investment experience. The value of the shares of the
Feeder Portfolios will fluctuate in relation to the investment
experience of the Trust Series in which such Portfolios invest. On
each Business Day of the Fund, net asset value is determined as of
the close of business of the NYSE, usually 4:00 p.m. Eastern time;
except for the Kiewit Money Market Portfolio and Kiewit Government
Money Market Portfolio, which is 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 Portfolio, except
the Kiewit Money Market Portfolio and the Kiewit Government Money
Market Portfolio, will fluctuate in relation to its own investment
experience. The Kiewit Money Market Portfolio and Kiewit
Government Money Market Portfolio will attempt to maintain a stable
net asset value of $1.00 per share.
The offering price of shares of each Portfolio is the net
asset value next determined after the purchase order is received
and accepted; no sales charge or reimbursement fee is imposed.
EXCHANGE OF SHARES
You may exchange all or a portion of your S Class Shares in a
Portfolio for S Class Shares of any other Portfolio of the Fund
that currently offers its shares to investors. A redemption of
shares through an exchange will be effected at the net asset value
per share next determined after receipt by the Fund of the request,
and a purchase of shares through an exchange will be effected at
the net asset value per share next determined.
Exchange transactions will be subject to the minimum initial
investment and other requirements of the Portfolio into which the
exchange is made. An exchange may not be made if the exchange
would leave a balance in a shareholder's Portfolio account of less
than $5,000.
To obtain more information about exchanges, or to place
exchange orders, contact the Fund. The Fund, on behalf of the
Portfolios, reserves the right to terminate or modify the exchange
offer described here. This exchange offer is valid only in those
jurisdictions where the sale of the Portfolio's shares to be
acquired through such exchange may be legally made.
REDEMPTION OF SHARES
You may redeem S Class Shares by mailing instructions to the
Fund or calling the Fund at (800) 2KIEWIT. The Fund will promptly
mail you a check or wire transfer funds to your bank, as described
below.
To Redeem By Mail: You may send written instructions, with
signature guarantees, by regular mail to: Kiewit Mutual Fund, c/o
Rodney Square Management Corporation, P.O. Box 8987, Wilmington, DE
19899-9752, or by express mail to Kiewit Mutual Fund, c/o Rodney
Square Management Corporation, 1105 N. Market Street, Wilmington,
DE 19801. The instructions should indicate the Portfolio from
which shares are to be redeemed, the number of shares or dollar
amount to be redeemed, the Portfolio account number and the name of
the person in whose name the account is registered. A signature
and a signature guarantee are required for each person in whose
name the account is registered. A signature may be guaranteed by
an eligible institution acceptable to the Fund, such as a bank,
broker, dealer, municipal securities dealer, government securities
dealer, credit union, national securities exchange, registered
securities association, clearing agency, or savings association.
To Redeem By Telephone: If you want to redeem your shares by
telephone you must elect to do so by checking the appropriate box
of your initial Application or by calling the Fund at (800) 2KIEWIT
to obtain a separate application for telephone redemptions. In
order to redeem by telephone, you must call the Fund Monday through
Friday during normal business hours of 9 a.m. to 4 p.m., Eastern
time, and indicate your name, Kiewit Mutual Fund, the Portfolio's
name, your Portfolio account number and the number of shares you
wish to redeem. The Fund will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine and
will not be liable for any losses to a shareholder due to
unauthorized or fraudulent telephone transactions. If the Fund,
the Manager, the Transfer Agent or any of their employees fails to
abide by their procedures, the Fund may be liable to a shareholder
for losses he/she suffers from any resulting unauthorized
transactions. During times of drastic economic or market changes,
the telephone redemption privilege may be difficult to implement.
In the event that you are unable to reach the Fund by telephone,
you may make a redemption request by mail.
Additional Redemption Information. You may redeem all or any
part of the value of your account on any Business Day. Redemptions
are made at the net asset value next calculated after the Fund has
received and accepted your redemption request. (See "Valuation Of
Shares.") The Fund imposes no fee when shares are redeemed.
Redemption checks are mailed on the next Business Day of the
Fund following acceptance of redemption instructions but in no
event later than 7 days following such receipt and acceptance.
Amounts redeemed by wire from each Portfolio, except the Kiewit
Money Market Portfolio, are normally wired on the next business day
after acceptance of redemption instructions (if received by Rodney
Square before the close of regular trading on the NYSE or 2:00 p.m.
Eastern time, for the Kiewit Money Market Portfolio). In no event
are redemption proceeds wired later than 7 days following such
receipt and acceptance. If the shares to be redeemed were
purchased by check, the Fund reserves the right not to make the
redemption proceeds available until it has reasonable grounds to
believe that the check has been collected (which could take up to
10 days).
Redemption proceeds exceeding $10,000 may be wired to your
predesignated bank account in any commercial bank in the United
States. The receiving bank may charge a fee for this service.
Alternatively, proceeds may be mailed to your bank or, for amounts
of less than $10,000, mailed to your Portfolio account address of
record if the address has been established for a minimum of 60
days. In order to authorize the Fund to mail redemption proceeds
to your Portfolio account address of record, complete the
appropriate section of the application for telephone redemptions or
include your Portfolio account address of record when you submit
written instructions. You may change the account which you have
designated to receive amounts redeemed at any time. Any request to
change the account designated to receive redemption proceeds should
be accompanied by a guarantee of the shareholder's signature by an
eligible institution. A signature and a signature guarantee are
required for each person in whose name the account is registered.
Further documentation will be required to change the designated
account when shares are held by a corporation, partnership,
fiduciary or other non-individual investor.
For more information on redemption services, call the Fund at
(800) 2KIEWIT.
Redemption Policies. 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
Portfolio. If the Board of Trustees determines that it would be
detrimental to the best interests of the remaining shareholders of
any Portfolio to make a particular payment in cash, the Fund may
pay all or part of the redemption price by distributing portfolio
securities from the Portfolio of the shares being redeemed in
accordance with Rule 18f-1 under the 1940 Act. Investors may incur
brokerage charges and other transaction costs selling securities
that were received in payment of redemptions.
PERFORMANCE INFORMATION
From time to time, performance information, such as yield or
total return for a Portfolio, may be quoted in advertisements or in
communications to shareholders. Performance quotations represent
past performance and should not be considered as representative of
future results. The current yield will be calculated by dividing
the net investment income earned per share during the period stated
in the advertisement (based on the average daily number of shares
entitled to receive dividends outstanding during the period) by the
closing net asset value per share on the last day of the period and
annualizing the result on a semi-annual compounded basis. A
Portfolio's total return may be calculated on an annualized and
aggregate basis for various periods (which periods will be stated
in the advertisement). Average annual return reflects the average
percentage change per year in value of an investment in a
Portfolio. Aggregate total return reflects the total percentage
change in value of an investment in the Portfolio over the stated
period.
The principal value of an investment in a Portfolio will
fluctuate so that an investor's shares when redeemed, may be worth
more or less than the investor's original cost. Performance will
be calculated separately for K Class and S Class Shares. The K
Class Shares have different expenses from the S Class Shares which
may affect performance.
Further information about the performance of each Portfolio
and Class is included in the Fund's Annual Report to Shareholders
which may be obtained without charge by contacting the Fund at
(800) 2KIEWIT.
GENERAL INFORMATION
The Fund, formerly named "Kiewit Institutional Fund", issues
two separate classes of shares of beneficial interest for each
Portfolio with a par value of $.01 per share. The shares of each
Portfolio, when issued and paid for in accordance with the Fund's
prospectus, will be fully paid and non-assessable shares, with
equal, non-cumulative voting rights and no preferences as to
conversion, exchange, dividends, redemption or any other feature.
The separate classes of shares each represent interests in the
same portfolio of investments, have the same rights and are
identical in all respects, except that the S Class Shares bear
distribution plan expenses, and have exclusive voting rights with
respect to the Rule 12b-1 Distribution Plan pursuant to which the
distribution fee may be paid. The two classes have different
exchange privileges. See "Exchange Of Shares." The net income
attributable to S Class Shares and the dividends payable on S Class
Shares will be reduced by the amount of the distribution fees;
accordingly, the net asset value of the S Class Shares will be
reduced by such amount to the extent the Portfolio has
undistributed net income.
Shareholders shall have the right to vote only (i) for removal
of Trustees, (ii) with respect to such additional matters relating
to the Fund 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 Portfolio will be asked to vote
on any proposal to change a fundamental investment policy (i.e. a
policy that may be changed only with the approval of shareholders)
of that Portfolio. All shares of the Fund entitled to vote on a
matter shall vote without differentiation between the separate
Portfolios on a one-vote-per-share basis; provided however, if a
matter to be voted on does not affect the interests of all
Portfolios, then only the shareholders of each affected Portfolio
shall be entitled to vote on the matter. If liquidation of the
Fund should occur, shareholders would be entitled to receive on a
per Portfolio basis the assets of the particular Portfolio whose
shares they own, as well as a proportionate share of Fund assets
not attributable to any particular Portfolio then in existence.
Ordinarily, the Fund does not intend to hold annual meetings of
shareholders, except as required by the 1940 Act or other
applicable law. The Fund'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.
Kiewit Investment Trust was organized as a Delaware business
trust on January 23, 1997. The Trust offers shares of its Series
only to institutional investors in private offerings. The Fund may
withdraw the investment of a Feeder Portfolio in a Series of the
Trust at any time, if the Board of Trustees of the Fund determines
that it is in the best interests of the Portfolio to do so. Upon
any such withdrawal, 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 the same investment objective as the Portfolio or the
hiring of an investment advisor to manage the Portfolio's assets in
accordance with the investment policies described above.
Whenever a Feeder Portfolio, as an investor in its
corresponding Trust Series, is asked to vote on a shareholder
proposal, the Fund will hold a special meeting of the Feeder
Portfolio's shareholders to solicit their votes with respect to the
proposal. The Trustees of the Fund will then vote the Feeder
Portfolio's shares in the Series in accordance with the voting
instructions received from the Feeder Portfolio's shareholders.
The Trustees of the Fund will vote shares of the Feeder Portfolio
for which they receive no voting instructions in accordance with
their best judgment.
Peter Kiewit Sons', Inc., a Delaware corporation with
principal offices at 1000 Kiewit Plaza, Omaha, NE 68131, is the
direct or indirect parent of shareholders of more than 25% of the
voting securities of each Portfolio and therefore may be deemed to
control each Portfolio.
APPENDIX - DESCRIPTION OF RATINGS
Description of Bond Ratings - Moody's Investors Services, Inc.
("Moody's") description of its bond ratings are:
Aaa--Bonds which are rated Aaa are judged to be the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure.
While the various protective elements are likely to change, such
changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in
Aaa securities or fluctuation of protective elements may be of
greater amplitude or there maybe other elements present which make
the long-term risk appear somewhat larger than the Aaa securities.
A--Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest are
considered adequate, but elements may be present which suggest a
susceptibility to impairment some time in the future.
Baa--Bonds which are rated Baa are considered as medium grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or
may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact
have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very
moderate, and thereby not well safeguarded during both good and bad
times over the future. Uncertainty of position characterizes bonds
in this class.
B--Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments
or of maintenance of other terms of the contract over any long
period of time may be small.
Caa--Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with
respect to principal or interest.
Ca--Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other market shortcomings.
C--Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects
of ever attaining any real investment standing.
Moody's also supplies numerical indicators 1, 2 and 3 to rating
categories. The modifier 1 indicates that the security is in the
higher end of its rating category; the modifier 2 indicates a mid-
range ranking; and 3 indicates a ranking toward the lower end of
the category.
Standard & Poor's Ratings Group's ("S&P") description of its bond
ratings are:
AAA--The highest degree of safety with overwhelming repayment
capacity.
AA--Very high degree of safety with very strong capacity for
repayment. These issues differ from higher rated issues only in a
small degree.
A--A strong degree of safety and capacity for repayment, but these
issues are somewhat more susceptible in the long term to adverse
economic conditions than those rated in higher categories.
BBB--A satisfactory degree of safety and capacity for repayment,
but these issues are more vulnerable to adverse economic conditions
or changing circumstances than higher-rated issues.
BB--This designation reflects less near-term vulnerability to
default than other speculative issues. However, the issues face
major ongoing uncertainties or exposures to adverse economic or
financial conditions threatening capacity to meet interest and
principal payments on a timely basis.
B--This designation indicates that the issues have a greater
vulnerability to default but currently have the capacity to meet
interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity to
pay interest and repay principal.
CCC--Issues rated CCC have currently identifiable vulnerability to
default, and are dependent upon favorable business, financial, and
economic conditions to meet timely interest and principal
repayments. Adverse business, financial, or economic developments
would render repayment capacity unlikely.
S&P applies indicators "+," no character, and "-" to its rating
categories. The indicators show relative standing within the major
rating categories.
Description of Commercial Paper Ratings
The rating A-1 is the highest commercial paper rating assigned by
S&P. Commercial paper rated A-1 has the following characteristics:
(1) liquidity ratios are adequate to meet cash requirements; (2)
long-term senior debt is rated "A" or better; (3) the issuer has
access to at least two additional channels of borrowing; (4) basic
earnings and cash flow have an upward trend with allowance made for
unusual circumstances; (5) typically, the issuer's industry is well
established and the issuer has a strong position within the
industry; and (6) the reliability and quality of management are
unquestioned. The rating Prime-1 is the highest commercial paper
rating assigned by Moody's. Among the factors considered by
Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and the appraisal of speculative-
type risks which may be inherent in certain areas; (3) evaluation
of the issuer's products in relation to competition and customer
acceptance; (4) liquidity; (5) amount and quality of long-term
debt; (6) trend of earnings over a period of ten years; (7)
financial strength of a parent company and the relationships which
exist with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public
interest questions and preparations to meet such obligations.
KIEWIT MUTUAL FUND
1000 Kiewit Plaza
Omaha, NE 68131-3344
Telephone: (800) 2KIEWIT
Investment Advisor
KIEWIT INVESTMENT MANAGEMENT CORP.
1000 Kiewit Plaza
Omaha, NE 68131-3344
Custodian
WILMINGTON TRUST COMPANY
Rodney Square North, 1100 N. Market Street
Wilmington, DE 19890-0001
Administrator and Transfer Agent
RODNEY SQUARE MANAGEMENT CORPORATION
Rodney Square North, 1100 N. Market Street
Wilmington, DE 19890-0001
Distributor
RODNEY SQUARE DISTRIBUTORS, INC.
Rodney Square North, 1100 N. Market Street
Wilmington, DE 19890-00014
Kiewit Mutual Fund
K CLASS SHARES
1000 Kiewit Plaza, Omaha, NE 68131-3344
Telephone: (800) 2KIEWIT
STATEMENT OF ADDITIONAL INFORMATION
February 28, 1997
This statement of additional information is not a prospectus
but should be read in conjunction with the prospectus of Kiewit
Mutual Fund (the "Fund"), relating to the Fund's K Class Shares,
dated February 28, 1997, which can be obtained from the Fund by
writing to the Fund at the above address or by calling the above
telephone number.
TABLE OF CONTENTS
Page
HISTORY 2
INVESTMENT LIMITATIONS AND POLICIES 2
MANAGEMENT OF THE FUND 5
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 10
BROKERAGE TRANSACTIONS 13
PURCHASE AND REDEMPTION OF SHARES 13
TAX MATTERS 16
CALCULATION OF PERFORMANCE DATA 17
OTHER INFORMATION 23
FINANCIAL STATEMENTS 23
HISTORY
Kiewit Institutional Fund was organized as a Delaware
business trust on June 1, 1994. The name of the trust was changed
to Kiewit Mutual Fund on October 7, 1994.
INVESTMENT LIMITATIONS AND POLICIES
The following information supplements the information set
forth in the prospectus under the caption "Investment Objectives
And Policies." The following information applies to the Feeder
Portfolios and to the corresponding Trust Series.
Fundamental Limitations - All Portfolios
Each of the Portfolios has adopted certain limitations which
may not be changed with respect to any Portfolio without the
approval of a majority of the outstanding voting securities of the
Portfolio. A "majority" is defined as the lesser of: (1) at least
67% of the voting securities of the Portfolio (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 Portfolio are
present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of such Portfolio.
The Portfolios either directly or indirectly through their
investment in the Series of the Trust 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; (2) borrow,
except that a Portfolio 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 Portfolio 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 Portfolio's net
assets in illiquid securities which include certain restricted
securities, repurchase agreements with maturities of greater than
seven days, and other illiquid investments; (5) invest its assets
in securities of any investment company in excess of the limits set
forth in the Investment Company Act of 1940 (the "1940 Act") and
rules thereunder, except in connection with a merger, acquisition
of assets, consolidation or reorganization; (6) acquire any
securities of companies within one industry if, as a result of such
acquisition, more than 25% of the value of the Portfolio's 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 Portfolio 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 Portfolio
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 Portfolio 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 Portfolio securities or (c) entry
into repurchase agreements.
The investment limitations described above do not prohibit
each Feeder Portfolio from investing all or substantially all of
its assets in the shares of another registered, open-end investment
company such as the Series of the Trust. The investment policies
and limitations of each Series are the same as those of the
corresponding Feeder Portfolio.
For the purposes of (4) above, each Portfolio (indirectly
through their investment in the corresponding Trust 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 the prospectus under "Investment
Objectives And Policies." Further, pursuant to Rule 144A under the
1933 Act, the Portfolios (indirectly through their investment in
the corresponding Trust Series) may purchase certain unregistered
(i.e. restricted) securities upon a determination that a liquid
institutional market exists for the securities. If it is decided
that a liquid market does exist, the securities will not be subject
to the 15% limitation on holdings of illiquid securities stated in
(4) above. While maintaining oversight, the Board of Trustees has
delegated the day-to-day function of making liquidity
determinations to Kiewit Investment Management Corp. (the
"Manager"). For Rule 144A securities to be considered liquid,
there must be at least one dealer making a market in such
securities. After purchase, the Board of Trustees and the Manager
will continue to monitor the liquidity of Rule 144A securities.
There is no limit on the Portfolios' (indirectly though their
investment in the corresponding Series) investment in Rule 144A
securities that are determined to be liquid.
For the purposes of (6) above, (i) utility companies will be
divided according to their services; e.g., gas, gas transmission,
electric and gas, electric, water and telephone will each be
considered a separate industry; and (ii) the Kiewit Money Market
Portfolio (indirectly through its investment in the corresponding
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 Portfolios
The following policies are non-fundamental and may be changed
by the Board of Trustees, without shareholder approval:
The Portfolios (indirectly through their investment in the
corresponding Series) will not: (1) invest for the purpose of
exercising control over management of any company or (2) acquire
more than 10% of the voting securities of any issuer.
Non-Fundamental Policies - Kiewit Bond Portfolios
The following policies are non-fundamental and may be changed
by the Board of Trustees, without shareholder approval:
The Kiewit Short-Term Government, Kiewit Tax-Exempt and
Kiewit Intermediate-Term Bond Portfolios (each referred to herein
as a "Kiewit Bond Portfolio"), through their investment in the
corresponding Series, may invest in obligations that permit
repayment of the principal amount of the obligation prior to
maturity. Variable and floating rate obligations are relatively
long-term instruments that often carry demand features permitting
the holder to demand payment of principal at any time or at
specified intervals prior to maturity. Standby commitments, which
are similar to a put, give a Kiewit Bond Portfolio the option to
obligate a broker, dealer or bank to repurchase a security held by
a Kiewit Bond Portfolio at a specified price. Tender option bonds
are relatively long-term bonds that are coupled with the agreement
of a third party (such as a broker, dealer or bank) to grant the
holders of such securities the option to tender the securities to
the institution at periodic intervals. A Kiewit Bond Portfolio will
purchase these types of instruments primarily for the purpose of
increasing the liquidity of its portfolio.
New issues of bonds are often issued on a "when-issued"
basis, which means that actual payment for the delivery of the
securities generally takes place 15 to 45 days after the purchase
date. During this period, a Kiewit Bond Portfolio bears the risk
that interest rates on debt securities at the time of delivery may
be higher or lower than those contracted for on the when-issued
securities. To alleviate this risk, each Kiewit Bond Portfolio
does not intend to invest more than 5% of its assets in when-issued
securities.
A Kiewit Bond Portfolio also may invest up to 5% of its
assets in zero coupon bonds or "strips." Zero coupon bonds do not
make regular interest payments, rather they are sold at a discount
from face value. Principal and accretive discount (representing
interest accrued but not paid) are paid at maturity. Strips are
debt securities that are stripped of their interest after the
securities are issued, but are otherwise comparable to zero coupon
bonds. The market values of zero coupon bonds and strips generally
fluctuate in response to changes in interest rates to a greater
degree than interest paying securities of comparable term and
quality. The strips in which a Kiewit Bond Portfolio may invest
may or may not be a part of the U.S. Treasury Separately Traded
Registered Interest and Principal Securities program. Each Kiewit
Bond Portfolio may also purchase inverse floaters, which are
instruments whose interest bears an inverse relationship to the
interest rate on another security.
Generally, a Kiewit Bond Portfolio's average maturity will
tend to be shorter when the Manager expects interest rates to rise
and longer when it expects interest rates to decline.
Portfolio Turnover
The portfolio turnover rates for the fiscal year ended June
30, 1996, and the annualized portfolio turnover rates for the
period ended June 30, 1995, for the Kiewit Short-Term Government
Portfolio, Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-
Exempt Portfolio and Kiewit Equity Portfolio were as follows:
Name June 30, 1996 June 30, 1995
Short-Term Government 57.52% 69.57%*
Intermediate-Term Bond 86.06% 121.36%*
Tax-Exempt 100.61% 92.53%*
Equity 16.95% 0.00**
* For the period from December 6, 1994 through June 30, 1995.
** For the period from January 5, 1995 through June 30, 1995.
In the current fiscal year, the portfolio turnover rate of
each of the Kiewit Short-Term Government, Kiewit Intermediate-Term
Bond and Kiewit Tax-Exempt Series is not expected to exceed 100%.
The annual portfolio turnover rate of the Kiewit Equity Series is
not expected to exceed 75%. Generally, securities held by the
Kiewit Equity Series will not be sold to realize short-term
profits, but when circumstances warrant, they may be sold without
regard to the length of time held. Generally, securities held by
the Kiewit Equity Series will be purchased with the expectation
that they will be held for longer than one year.
MANAGEMENT OF THE FUND
Trustees and Officers
The names, addresses and ages of the trustees and officers of
the Fund and a brief statement or their present positions and
principal occupations during the past five years is set forth
below. Trustees who are deemed to be "interested persons" as
defined in the 1940 Act are indicated by an asterisk (*).
Richard R. Jaros*
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Jaros, age 44, is a Trustee of the Fund and Kiewit Investment
Trust, a Director of the Manager, Executive Vice President of Peter
Kiewit Sons', Inc. ("PKS"), President of Kiewit Diversified Group
Inc. ("KDG"), and a Director of PKS, CalEnergy Company, Inc., C-TEC
Corporation and MFS Communications Company, Inc. Mr. Jaros also
was Chairman (1993-1994) and President and COO (1992-1993) of
CalEnergy Company, Inc. and Vice President of KDG (1989-1990).
Ann C. McCulloch*
1000 Kiewit Plaza
Omaha, NE 68131-3344
Ms. McCulloch, age 38, is Chairman, President and a Trustee of the
Fund and Kiewit Investment Trust, President of the Manager and Vice
President and Treasurer of PKS. From 1989 to 1993, Ms. McCulloch
was Treasurer and Vice President of Central Maine Power in Augusta,
ME.
George Lee Butler*
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Butler, age 57, is a Trustee of the Fund and Kiewit Investment
Trust, and President of Kiewit Energy Company. From 1991 to March
1994, Mr. Butler was Commander-in-Chief of the U.S. Strategic
Command and from 1989 to 1994 was Director, Strategic Plans and
Policy, for the U.S. Joint Chiefs of Staff.
Lawrence B. Thomas
One ConAgra Drive
Omaha, NE 68102
Mr. Thomas, age 60, is a Trustee of the Fund and Kiewit Investment
Trust, and Senior Vice-President. He retired in November 1996,
after having served as Corporate Risk Officer and Secretary of
ConAgra, Inc. (a food company). Mr. Thomas previously served as
principal financial officer and Treasurer of ConAgra, Inc.
John J. Quindlen
2205 N. Southwinds Boulevard
Vero Beach, FL 32963
Mr. Quindlen, age 64, is a Trustee of the Fund and Kiewit
Investment Trust, each investment company in the Rodney Square
Funds and Kalmar Pooled Trust, a registered investment company. He
retired in November 1993, after having served as the Senior Vice
President -Financial and Chief Financial Officer of E.I. du Pont de
Nemours & Co., Inc. from 1984 to 1993. He is a director of St. Joe
Paper Co.
P. Greggory Williams
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Williams, age 42, is Chief Financial Officer, Vice President
and Treasurer of the Fund and Kiewit Investment Trust, and Chief
Investment Officer and a Vice President of the Manager. From June
1991 to August 1994, Mr. Williams was Vice President-Investments
and Treasurer of Shenandoah Life Insurance Company in Roanoke,
Virginia and from December 1986 to November 1990 was Senior Vice
President and Chief Investment Officer of Jefferson National Life
Insurance Company in Indianapolis, Indiana.
Brian J. Mosher
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Mosher, age 39, is a Vice President of the Fund and Kiewit
Investment Trust, and a Vice President of the Manager. From March
1989 to December 1994, Mr. Mosher served as Investment Manager of
Meridian Mutual Insurance Company in Indianapolis, Indiana.
Kenneth D. Gaskins, Esquire
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Gaskins, age 50, is Secretary of the Fund and Kiewit Investment
Trust, Vice President and Secretary of the Manager and Corporate
Counsel of PKS.
The fees and expenses of the Trustees who are not "interested
persons" of the Fund ("Independent Trustees"), as defined in the
1940 Act, are paid by each Portfolio. For the fiscal year ended
June 30, 1996, such fees amounted to $25,000 for the Fund. The
following table shows the fees paid during the fiscal year to the
Independent Trustees for their service to the Fund.
Compensation Table
Aggregate Total Compensation
Compensation from from the Fund
the Fund Complex
Independent Trustee
John J. Quindlen $12,500 $12,500
Lawrence B. Thomas $12,500 $12,500
On February 21, 1997, the Trustees and officers of the Fund,
as a group, owned beneficially, or may be deemed to have owned
beneficially, less than 1% of the outstanding shares of the
Portfolios.
Investment Manager
For the services it provides as investment manager to each
Portfolio's corresponding Series of the Trust, the Manager is paid
a monthly fee calculated as a percentage of average net assets of
the corresponding Series. Pursuant to the investment management
agreements, the manager's fees for the fiscal years ended June 30,
1996 and 1995, would have been the following:
1996 1995
(000) (000)
Kiewit Money Market Portfolio $843,989 $436,236
Kiewit Short-Term Government
Portfolio $492,172 $332,931
Kiewit Tax-Exempt Portfolio $499,823 $331,508
Kiewit Intermediate-Term
Portfolio $563,114 $624,955
Kiewit Equity Portfolio $354,646 $ 35,890
The Manager has agreed to waive all or a portion of its
advisory fee for each Portfolio's corresponding Series and to
assume certain expenses of the Portfolios and Series. This
undertaking, which is not contained in the investment management
agreements, may be amended or rescinded in the future. During the
fiscal year ended June 30, 1996 and the period ended June 30, 1995,
the Manager waived the following amounts to the Portfolios:
Name 1996 1995
Money Market Portfolio $298,011 $ 70,100
Short-Term Government Portfolio 219,505 92,745
Intermediate-Term Bond Portfolio 86,597 117,862
Tax-Exempt Portfolio 57,267 121,067
Equity Portfolio 126,289 90,032
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 a
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.
Distributor
Rodney Square Distributors, Inc. ("RSD") serves as the
Distributor of each Portfolio's K Class Shares pursuant to a
Distribution Agreement with the Fund. Under the terms of the
Distribution Agreement, RSD agrees to assist in securing purchasers
for shares of the Portfolios. RSD will receive no compensation for
distribution of K Class Shares of the Portfolios, except for
reimbursement of out-of-pocket expenses.
The Distribution Agreement provides that RSD, in the absence
of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of reckless disregard of its
obligations and duties under the agreement, will not be liable to
the Fund or its shareholders for losses arising in connection with
the sale of Portfolio K Class Shares.
The Distribution Agreement, dated November 15, 1994,
continues in effect from year to year as long as its continuance is
approved at least annually by a majority of the Trustees, including
a majority of the Independent Trustees. The Distribution Agreement
terminates automatically in the event of its assignment. The
Agreement is also terminable without payment of any penalty with
respect to each Portfolio either (i) by the Fund (by vote of a
majority of the Independent Trustees or by vote of a majority of
the outstanding voting securities of the Fund) on sixty (60) days'
written notice to RSD; or (ii) by RSD on sixty (60) days' written
notice to the Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Money Market Portfolio:
Name and Address Percentage Ownership
Kiewit Construction Company % 16.34
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit/Kasler, Joint Venture % 6.88
1000 Kiewit Plaza
Omaha, NE 68131
Peter Kiewit Sons' Co. % 6.32
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Coal Properties Inc. % 6.15
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit-Granite, Joint Venture % 5.19
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Short-Term Government Portfolio:
Name and Address Percentage Ownership
Peter Kiewit Sons' Co. % 31.63
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Diversified Group Inc. % 12.07
1000 Kiewit Plaza
Omaha, NE 68131
Continental Holdings Inc. % 8.05
1000 Kiewit Plaza
Omaha, NE 68131
Peter Kiewit Sons', Inc. % 7.90
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Diversified Holdings Inc. % 7.29
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Coal Properties Inc. % 7.23
1000 Kiewit Plaza
Omaha, NE 68131
Northern Trust Company as Trustee % 6.60
For Continental Kiewit Inc. Pension Plan
ATTN Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956
Global Surety & Insurance Co. % 6.52
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Intermediate-Term Bond Portfolio:
Name and Address Percentage Ownership
Continental Holdings Inc. % 27.42
1000 Kiewit Plaza
Omaha, NE 68131
Peter Kiewit Sons' Co. % 18.79
1000 Kiewit Plaza
Omaha, NE 68131
Decker Coal Reclamation % 17.36
1000 Kiewit Plaza
Omaha, NE 68131
Northern Trust Company as Trustee % 15.36
for Continental Kiewit Inc. Pension Plan
ATTN Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956
Gilbert Texas Construction Corp. % 9.12
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Tax-Exempt Portfolio:
Name and Address Percentage Ownership
KMI Continental Lease 1, Inc. % 93.44
1000 Kiewit Plaza
Omaha, NE 68131
Global Surety & Insurance Co. % 6.46
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Equity Portfolio:
Name and Address Percentage Ownership
Northern Trust Company as Trustee %30.69
For Continental Kiewit Inc. Pension Plan
ATTN Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956
Decker Coal Reclamation % 25.01
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Co. as Trustee % 22.91
For Kiewit Construction Group Inc.
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890
Kiewit Diversified Group Inc. % 8.31
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Co. as Trustee
% 6.30
For Decker Coal Company Pension Plan
1100 N. Market Street
Wilmington, DE 19890
Peter Kiewit Sons', Inc., a Delaware corporation with
principal offices at 1000 Kiewit Plaza, Omaha, NE 68131, is the
direct or indirect parent of shareholders of more than 25% of the
voting securities of each Portfolio and therefore may be deemed to
control each Portfolio.
BROKERAGE TRANSACTIONS
Brokerage transactions will be placed with a view to
receiving the best price and execution. Each Portfolio's
corresponding 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 also
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' Investment Management Agreement permits the
Manager 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.
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
fiscal year ended June 30, 1996, the Kiewit Short-Term Government
Portfolio, the Kiewit Intermediate-Term Bond Portfolio and the
Kiewit Tax-Exempt Portfolio paid no brokerage commissions. The
Kiewit Equity Portfolio paid $82,485 in brokerage commissions for
the fiscal year ended June 30, 1996 and $34,515 for the period
ended June 30, 1995.
PURCHASE AND REDEMPTION OF SHARES
The Fund reserves the right, in its sole discretion, to
suspend the offering of shares of any or all Portfolios or reject
purchase orders when, in the judgment of management, such
suspension or rejection is in the best interest of the Fund or a
Portfolio. Securities accepted in exchange for shares of a
Portfolio will be acquired for investment purposes and will be
considered for sale under the same circumstances as other
securities in the Portfolio.
The Fund may suspend redemption privileges or postpone the
date of payment: (1) during any period when the New York Stock
Exchange (the "NYSE") is closed, or trading on the NYSE 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 SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned
by it, or fairly to determine the value of its assets and (3) for
such other periods as the SEC may permit.
The valuation of the securities held by the Kiewit Money
Market Series and the Kiewit Government Money Market Series
(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 loses. This
involves valuing an instrument at its cost and thereafter assuming
a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the
market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the
price such Series would receive if they sold the instrument.
During periods of declining interest rates, the daily yields on
shares of the Series computed as described above may tend to be
higher than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost by the Series
resulted in a lower aggregate portfolio value on a particular day,
a prospective investor in the Series would be able to obtain a
somewhat higher yield than would result from investment in a fund
utilizing solely market values, and existing investors in the
Series would receive less investment income. The converse would
apply in a period of rising interest rates.
The Kiewit Money Market and Kiewit Government Money Market
Series' use of amortized cost, which facilitates the maintenance of
their corresponding Portfolios' per share net asset value of $1.00,
is permitted by a rule adopted by the SEC, pursuant to which the
Series must adhere to certain conditions.
The Kiewit Money Market and Kiewit Government Money Market
Series each must maintain a dollar-weighted average portfolio
maturity of 90 days or less, only purchase instruments having
remaining maturities of 397 calendar days or less, and invest only
in those U.S. dollar-denominated instruments that the Manager has
determined, pursuant to guidelines adopted by the Board of
Trustees, present minimal credit risks and which are, as required
by the federal securities laws (i) rated in one of the two highest
rating categories as determined by nationally recognized
statistical rating agencies, (ii) instruments deemed comparable in
quality to such rated instruments, or (iii) instruments, the
issuers of which, with respect to an outstanding issue of short-
term debt that is comparable in priority and protection, have
received a rating within the two highest categories of nationally
recognized statistical rating agencies. Securities subject to
floating or variable interest rates with demand features in
compliance with applicable rules of the SEC may have stated
maturities in excess of 397 days. The Trustees have established
procedures designed to stabilize, to the extent reasonably
possible, the Series' price per share as computed for the purpose
of sales and redemptions at $1.00. Such procedures will include
review of the portfolio holdings by the Trustees, at such intervals
as they may deem appropriate, to determine whether the Series' net
asset value calculated by using available market quotations
deviates from $1.00 per share based on amortized cost. The extent
of any deviation will be examined by the Trustees. If such
deviation exceeds 1/2 of 1%, the Trustees will promptly consider what
action, if any, will be initiated. In the event the Trustees
determine that a deviation exists which may result in material
dilution or other unfair results to investors or existing
shareholders, they will take such corrective action as they regard
as necessary and appropriate, which may include the sale of
portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity, withholding
dividends, redemptions of shares in kind, or establishing a net
asset value per share by using available market quotations.
In-Kind Purchases. If accepted by the Fund, shares of each
Portfolio may be purchased in exchange for securities which are
eligible for acquisition by the Portfolios or their corresponding
Series, as described in this Statement of Additional Information.
Please contact Rodney Square about this purchase method. Securities
to be exchanged which are accepted by the Fund and Portfolio shares
to be issued therefore will be valued, as set forth under
"Valuation Of Shares," 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 Portfolio whose shares are being
acquired and must be delivered to the Fund by the investor upon
receipt from the issuer.
The Fund will not accept securities in exchange for shares of
a Portfolio 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 Portfolio (or its
corresponding Series) under the 1933 Act or under the laws of the
country in which the principal market for such securities exists,
or otherwise; (3) at the discretion of the Portfolio (or its
corresponding 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 corresponding Series
will not exceed 5% of the net assets of the corresponding Series
immediately after the transaction; and (4) the Portfolio (or its
corresponding 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 Portfolio (or corresponding Series) whose shares
are issued. Investors interested in such exchanges should contact
the Manager.
TAX MATTERS
The Internal Revenue Code of 1986, as amended (the "Code")
imposes a nondeductible 4% excise tax on a regulated investment
company which does not distribute to investors in each calendar
year an amount equal to (i) 98% of its calendar year ordinary
income, (ii) 98% of its capital gain net income (the excess of
short and long-term capital gain over short and long-term capital
loss) for the one-year period ending each October 31, and (iii)
100% of any undistributed ordinary income and capital gain net
income from the prior year. Each Portfolio intends to declare and
pay dividends and capital gain distributions in a manner to avoid
imposition of the excise tax. Each Portfolio also intends to
comply with other Code requirements such as (1) appropriate
diversification of portfolio investments; (2) realization of 90% of
annual gross income from dividends, interest, gains from sales of
securities, or other "qualifying income," and (3) realization of
less than 30% of gross income from gains on sale or other
disposition of securities held less than three months.
For any Portfolio that has a principal investment policy of
investing in non-equity investments, it is anticipated that either
none or only a small portion of that Portfolio's dividends will
qualify for the corporate dividends received deduction. The
portion of the dividends so qualified depends on the aggregate
qualifying dividend income received by a Portfolio from domestic
(U.S.) sources. To the extent that any Portfolio pays dividends
which qualify for this deduction, the availability of the deduction
is subject to certain holding period and debt financing
restrictions imposed under the Code on the corporation claiming the
deduction.
The Fund in its sole discretion may accept securities in
exchange for shares of a Portfolio. A gain or loss for federal
income tax purposes may be realized by investors in a Portfolio who
are subject to federal taxation upon the exchange. The amount of
such gain or loss realized with respect to a security is measured
by the difference between the fair market value of the contributed
security on the date of contribution and its adjusted tax basis.
Any loss realized on the exchange may be subject to certain
provisions of the Code which either disallow the recognition of any
such loss or result in a deferral of the time for recognizing such
loss.
CALCULATION OF PERFORMANCE DATA
The performance of a Portfolio's classes of shares (or its
corresponding 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
Portfolios and the principal value of an investment in any
Portfolio except the Money Market Portfolio and the Government
Money Market Portfolio will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than the original cost.
Performance of the Portfolios will vary based on changes in market
conditions and the level of each Portfolio's 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 Portfolio and the
Government Money Market Portfolio 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.
The yield for the 7-day period ended June 30, 1996 was
5.22% for the Money Market Portfolio.
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 Portfolio and the Government Money Market
Portfolio may advertise their effective yields.
Effective yield is calculated by the same method as
yield except the yield figure is compounded by adding 1,
raising the sum to a power equal to 365 divided by 7,
and subtracting 1 from the result, according to the
following formula:
Effective Yield = [(Base Period Return + 1)
365/7] - 1.
The effective yield for the 7-day period ended June 30,
1996 was 5.37% for the Money Market Portfolio.
C. Tax-Equivalent Yield is the rate an investor would have
to earn from a fully taxable investment after taxes to
equal a Portfolio's tax-exempt yield. From time to
time, the Tax-Exempt Portfolio may advertise its tax-
equivalent yield. Tax-equivalent yield is computed by:
(i) dividing that portion of a Portfolio's yield which
is tax-exempt by one minus a stated income tax rate; and
(ii) adding the product of that portion, if any, of the
Portfolio's yield that is not tax-exempt. For purposes
of this formula, tax-exempt yield is a yield which is
eexempt from federal income tax.
The following table, which is based upon federal income tax
rates in effect on the date of this Statement of Additional
Information, illustrates the yields that would have to be achieved
on taxable investments to produce a range of hypothetical tax-
equivalent yields:
Tax-Equivalent Yield Table
Federal Marginal
Income Tax Bracket Tax-Equivalent Yields Based on Tax-Exempt Yields of:
4% 5% 6% 7% 8% 9% 10% 11%
28% 5.6 6.9 8.3 9.7 11.1 12.5 13.9 15.3
31% 5.8 7.2 8.7 10.1 11.6 13.0 14.5 15.9
36% 6.3 7.8 9.4 10.9 12.5 14.1 15.6 17.2
39.6% 6.6 8.3 9.9 11.6 13.2 14.9 16.6 18.2
D. Yield of the Short-Term Government Portfolio,
Intermediate-Term Bond Portfolio, and the Tax-Exempt
Portfolio is calculated by dividing the Portfolio's
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 = dividends 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 Portfolio (or its corresponding
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 Portfolio (or its
corresponding Series), interest earned during the period is then
determined by totaling the interest earned on all debt instruments
held by the Portfolio.
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.
For the 30-day period ended June 30, 1996, the yields for the
Short-Term Government Portfolio, Intermediate-Term Bond Portfolio
and the Tax-Exempt Portfolio were 5.99%, 6.56% and 4.47%,
respectively.
Since yield accounting methods differ from the accounting
methods used to calculate net investment income for other purposes,
a Portfolio's yield may not equal the dividend income actually paid
to investors or the net investment income reported with respect to
the Portfolio in the Fund's financial statements.
Yield information may be useful in reviewing a Portfolio's
performance and in providing a basis for comparison with other
investment alternatives. Nevertheless, the Portfolios' 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 Portfolios' yields will tend to be
somewhat higher than prevailing market rates, and in periods of
rising interest rates, the Portfolios' yields will tend to be
somewhat lower. Also, when interest rates are falling, the inflow
of net new money to the Portfolios from the continuous sale of
their shares will likely be invested in instruments producing lower
yields than the balance of the Portfolios' holdings, thereby
reducing the current yields of the Portfolios. In periods of
rising interest rates, the opposite can be expected to occur.
E. Average Annual Total Return is the average annual
compound rate of return for the periods of one year,
five years, ten years and the life of a Portfolio, where
quotations reflect changes in the price of a Portfolio's
shares, if any, and assume that all dividend and capital
gains distributions, if any, during the respective
periods were reinvested in Portfolio shares. Each
Portfolio 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.
Average Annual Total Returns for the one-year period
ended June 30, 1996 and for the periods from the
effective date of the Fund's registration statement
under the Securities Act of 1933 or commencement of
operations1, whichever occurred later, through June 30,
1996:
1 year ended Since Effectiveness1
June 30, 1996 through June 30, 1996
Money Market Portfolio 5.61% 5.71%
Short-Term Government Portfolio 4.66% 6.96%
Intermediate-Term Bond Portfolio 4.48% 8.40%
Tax-Exempt Portfolio 4.55% 6.59%
Equity Portfolio 19.24% 21.70%
1 The Money Market Portfolio, Short-Term Government
Portfolio, Intermediate-Term Bond Portfolio and Tax-
Exempt Portfolio became effective on December 6,
1994. The Equity Portfolio commenced operations on
January 5, 1995.
F. Cumulative Total Return is the cumulative rate of return
on a hypothetical initial investment of $1,000 for a
specified period. Cumulative total return quotations
reflect the change in the price of a Portfolio's shares,
if any, and assume that all dividends and capital gains
distributions, if any, during the period were reinvested
in Portfolio shares. Cumulative total return is
calculated by finding the cumulative rates of return of
a hypothetical investment over such periods, according
to the following formula (cumulative total return is
then expressed as a percentage):
C = (ERV/P) - 1
Where: C = Cumulative Total Return
P = a hypothetical initial investment
of $1,000
ERV = ending redeemable value: ERV is
the value, at the end of the
applicable period, of a
hypothetical $1,000 investment made
at the beginning of the applicable
period.
Cumulative Total Returns for the one-year period ended
June 30, 1996 and for the periods from the effective
date of the Fund's registration statement under the
Securities Act of 1933 or commencement of operations1 ,
whichever occurred later, through June 30, 1996:
1 year ended Since Effectiveness1
June 30, 1996 through June 30, 1996
Money Market Portfolio 5.61% 9.11%
Short-Term Government
Portfolio 4.66% 11.13%
Intermediate-Term Bond
Portfolio 4.48% 13.50%
Tax-Exempt Portfolio 4.55% 10.54%
Equity Portfolio 19.24% 33.93%
1 The Money Market Portfolio, Short-Term Government
Portfolio, Intermediate-Term Bond Portfolio and Tax-
Exempt Portfolio became effective on December 6,
1994. The Equity Portfolio commenced operations on
January 5, 1995.
The preceding performance figures were affected by fee waivers
and expenses assumed by the Portfolios' investment manager.
Without such fee waivers and expense assumptions, the performance
figures quoted above would have been lower.
The Portfolios may also from time to time present some or all
of their investments ranked by their percentage representation
within the respective Portfolio or in the form of the schedule of
"Investments" included in the Annual Report to the shareholders of
the Portfolios as of and for the fiscal year ended June 30, 1996, a
copy of which follows and is part of this document.
Performance advertisements for the Money Market Portfolio and
the Government Money Market Portfolio may include yield
calculations for the 7-day period ending on the most recent
practicable date considering the media used for the advertisement.
Performance advertisements for the other four Portfolios may
include average annual total returns and 30-day yield calculations
as of the end of the most recent quarter practicable considering
the media used for the advertisement. Such advertisements may
include a schedule of investments for the corresponding date,
employing presentation principles used in annual reports to
shareholders.
To help investors better evaluate how an investment in a
Portfolio might satisfy their investment objective, advertisements
regarding a Portfolio may discuss yield or total return as reported
by various financial publications. Advertisements may also compare
yield or total return to other investments, indices and averages.
The following publications, benchmarks, indices, and averages may
be used: Lipper Mutual Fund Performance Analysis; Lipper Fixed
Income Analysis; Lipper Mutual Fund Indices; Salomon Brothers
Indices; Lehman Brothers Indices; Dow Jones Composite Average or
its component indices; Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500") or its component indices; The New York Stock
Exchange composite or component indices; CDA Mutual Fund Report;
Weisenberger - Mutual Fund Panorama and Investment Companies;
Mutual Fund Values and Mutual Fund Service Book, published by
Morningstar, Inc.; and financial publications such as Business
Week, Kiplinger's Personal Finance, Financial World, Forbes,
Fortune, Money Magazine, The Wall Street Journal, Barron's, et al.,
which rate mutual fund performance over various time periods.
Currently the performance of the Kiewit Money Market Portfolio
and the Government Money Market Portfolio may be compared to the
performance of IBC's Money Fund Average. The IBC's Money Fund
Average is a composition of all reporting money market funds with
similar objectives and restrictions. The Kiewit Short-Term
Government Portfolio is currently compared to the Lehman 1-3 Year
Government Index. The Lehman 1-3 Year Government Index is a total
return performance benchmark consisting of U.S. Government agency
and Treasury securities with maturities from one to three years.
The Kiewit Intermediate-Term Bond Portfolio is currently compared
to the Lehman Intermediate Corporate Index. The Lehman
Intermediate Corporate Index is a total return performance
benchmark consisting of publicly issued corporate debt issues rated
at least investment grade with maturities from one to ten years.
The Kiewit Tax-Exempt Portfolio is currently compared to the Lehman
5-Year Municipal Bond Index. The Lehman 5-Year Municipal Bond
Index is a total return performance benchmark consisting of tax-
exempt municipal bonds rated at least investment grade with
maturities from four to six years. The Kiewit Equity Portfolio is
currently compared to the S&P 500. The S&P 500 is an unmanaged
capitalization weighted index of five hundred publicly traded
stocks.
OTHER INFORMATION
The Fund 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.
Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, DE 19890-0001, a Delaware-chartered
banking institution, is the Fund's Custodian.
Price Waterhouse LLP, Thirty South 17th Street, Philadelphia,
Pennsylvania 19103, is the Fund's independent accountant.
FINANCIAL STATEMENTS
The audited financial statements and the financial highlights
for the Fund for its fiscal year ended June 30, 1996, as set forth
in the Fund's annual report to shareholders, and the report thereon
of Price Waterhouse LLP, the Fund's independent accountants, also
appearing in the Fund's annual report, are incorporated herein by
reference.
Kiewit Mutual Fund
S CLASS SHARES
1000 Kiewit Plaza, Omaha, NE 68131-3344
Telephone: (800) 2KIEWIT
STATEMENT OF ADDITIONAL INFORMATION
February 28, 1997
This statement of additional information is not a prospectus
but should be read in conjunction with the prospectus of Kiewit
Mutual Fund (the "Fund"), relating to the Fund's S Class Shares,
dated February 28, 1997, which can be obtained from the Fund by
writing to the Fund at the above address or by calling the above
telephone number.
TABLE OF CONTENTS
Page
HISTORY 2
INVESTMENT LIMITATIONS AND POLICIES 2
MANAGEMENT OF THE FUND 5
DISTRIBUTION PLAN 9
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 11
BROKERAGE TRANSACTIONS 15
PURCHASE AND REDEMPTION OF SHARES 15
TAX MATTERS 17
CALCULATION OF PERFORMANCE DATA 18
OTHER INFORMATION 24
FINANCIAL STATEMENTS 24
HISTORY
Kiewit Institutional Fund was organized as a Delaware
business trust on June 1, 1994. The name of the trust was changed
to Kiewit Mutual Fund on October 7, 1994.
INVESTMENT LIMITATIONS AND POLICIES
The following information supplements the information set
forth in the prospectus under the caption "Investment Objectives
And Policies." The following information applies to the Feeder
Portfolios and to the corresponding Trust Series.
Fundamental Limitations - All Portfolios
Each of the Portfolios has adopted certain limitations which
may not be changed with respect to any Portfolio without the
approval of a majority of the outstanding voting securities of the
Portfolio. A "majority" is defined as the lesser of: (1) at least
67% of the voting securities of the Portfolio (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 Portfolio are
present or represented by proxy, or (2) more than 50% of the
outstanding voting securities of such Portfolio.
The Portfolios either directly or indirectly through their
investment in the Series of the Trust 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; (2) borrow,
except that a Portfolio 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 Portfolio 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 Portfolio's net
assets in illiquid securities which include certain restricted
securities, repurchase agreements with maturities of greater than
seven days, and other illiquid investments; (5) invest its assets
in securities of any investment company in excess of the limits set
forth in the Investment Company Act of 1940 (the "1940 Act") and
rules thereunder, except in connection with a merger, acquisition
of assets, consolidation or reorganization; (6) acquire any
securities of companies within one industry if, as a result of such
acquisition, more than 25% of the value of the Portfolio's 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 Portfolio 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 Portfolio
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 Portfolio 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 Portfolio securities or (c) entry
into repurchase agreements.
The investment limitations described above do not prohibit
each Feeder Portfolio from investing all or substantially all of
its assets in the shares of another registered, open-end investment
company such as the Series of the Trust. The investment policies
and limitations of each Series are the same as those of the
corresponding Feeder Portfolio.
For the purposes of (4) above, each Portfolio (indirectly
through their investment in the corresponding Trust 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 the prospectus under "Investment
Objectives And Policies." Further, pursuant to Rule 144A under the
1933 Act, the Portfolios (indirectly through their investment in
the corresponding Trust Series) may purchase certain unregistered
(i.e. restricted) securities upon a determination that a liquid
institutional market exists for the securities. If it is decided
that a liquid market does exist, the securities will not be subject
to the 15% limitation on holdings of illiquid securities stated in
(4) above. While maintaining oversight, the Board of Trustees has
delegated the day-to-day function of making liquidity
determinations to Kiewit Investment Management Corp. (the
"Manager"). For Rule 144A securities to be considered liquid,
there must be at least one dealer making a market in such
securities. After purchase, the Board of Trustees and the Manager
will continue to monitor the liquidity of Rule 144A securities.
There is no limit on the Portfolios' (indirectly though their
investment in the corresponding Series) investment in Rule 144A
securities that are determined to be liquid.
For the purposes of (6) above, (i) utility companies will be
divided according to their services; e.g., gas, gas transmission,
electric and gas, electric, water and telephone will each be
considered a separate industry; and (ii) the Kiewit Money Market
Portfolio (indirectly through its investment in the corresponding
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 Portfolios
The following policies are non-fundamental and may be changed
by the Board of Trustees, without shareholder approval:
The Portfolios (indirectly through their investment in the
corresponding Series) will not: (1) invest for the purpose of
exercising control over management of any company or (2) acquire
more than 10% of the voting securities of any issuer.
Non-Fundamental Policies - Kiewit Bond Portfolios
The following policies are non-fundamental and may be changed
by the Board of Trustees, without shareholder approval:
The Kiewit Short-Term Government, Kiewit Tax-Exempt and
Kiewit Intermediate-Term Bond Portfolios (each referred to herein
as a "Kiewit Bond Portfolio"), through their investment in the
corresponding Series, may invest in obligations that permit
repayment of the principal amount of the obligation prior to
maturity. Variable and floating rate obligations are relatively
long-term instruments that often carry demand features permitting
the holder to demand payment of principal at any time or at
specified intervals prior to maturity. Standby commitments, which
are similar to a put, give a Kiewit Bond Portfolio the option to
obligate a broker, dealer or bank to repurchase a security held by
a Kiewit Bond Portfolio at a specified price. Tender option bonds
are relatively long-term bonds that are coupled with the agreement
of a third party (such as a broker, dealer or bank) to grant the
holders of such securities the option to tender the securities to
the institution at periodic intervals. A Kiewit Bond Portfolio will
purchase these types of instruments primarily for the purpose of
increasing the liquidity of its portfolio.
New issues of bonds are often issued on a "when-issued"
basis, which means that actual payment for the delivery of the
securities generally takes place 15 to 45 days after the purchase
date. During this period, a Kiewit Bond Portfolio bears the risk
that interest rates on debt securities at the time of delivery may
be higher or lower than those contracted for on the when-issued
securities. To alleviate this risk, each Kiewit Bond Portfolio
does not intend to invest more than 5% of its assets in when-issued
securities.
A Kiewit Bond Portfolio also may invest up to 5% of its
assets in zero coupon bonds or "strips." Zero coupon bonds do not
make regular interest payments, rather they are sold at a discount
from face value. Principal and accretive discount (representing
interest accrued but not paid) are paid at maturity. Strips are
debt securities that are stripped of their interest after the
securities are issued, but are otherwise comparable to zero coupon
bonds. The market values of zero coupon bonds and strips generally
fluctuate in response to changes in interest rates to a greater
degree than interest paying securities of comparable term and
quality. The strips in which a Kiewit Bond Portfolio may invest
may or may not be a part of the U.S. Treasury Separately Traded
Registered Interest and Principal Securities program. Each Kiewit
Bond Portfolio may also purchase inverse floaters, which are
instruments whose interest bears an inverse relationship to the
interest rate on another security.
Generally, a Kiewit Bond Portfolio's average maturity will
tend to be shorter when the Manager expects interest rates to rise
and longer when it expects interest rates to decline.
Portfolio Turnover
The portfolio turnover rates for the fiscal year ended June
30, 1996, and the annualized portfolio turnover rates for the
period ended June 30, 1995, for the Kiewit Short-Term Government
Portfolio, Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-
Exempt Portfolio and Kiewit Equity Portfolio were as follows:
Name June 30, 1996 June 30, 1995
Short-Term Government 57.52% 69.57%*
Intermediate-Term Bond 86.06% 121.36%*
Tax-Exempt 100.61% 92.53%*
Equity 16.95% 0.00**
* For the period from December 6, 1994 through June 30, 1995.
** For the period from January 5, 1995 through June 30, 1995.
In the current fiscal year, the portfolio turnover rate of
each of the Kiewit Short-Term Government, Kiewit Intermediate-Term
Bond and Kiewit Tax-Exempt Series is not expected to exceed 100%.
The annual portfolio turnover rate of the Kiewit Equity Series is
not expected to exceed 75%. Generally, securities held by the
Kiewit Equity Series will not be sold to realize short-term
profits, but when circumstances warrant, they may be sold without
regard to the length of time held. Generally, securities held by
the Kiewit Equity Series will be purchased with the expectation
that they will be held for longer than one year.
MANAGEMENT OF THE FUND
Trustees and Officers
The names, addresses and ages of the trustees and officers of
the Fund and a brief statement or their present positions and
principal occupations during the past five years is set forth
below. Trustees who are deemed to be "interested persons" as
defined in the 1940 Act are indicated by an asterisk (*).
Richard R. Jaros*
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Jaros, age 44, is a Trustee of the Fund and Kiewit Investment
Trust, a Director of the Manager, Executive Vice President of Peter
Kiewit Sons', Inc. ("PKS"), President of Kiewit Diversified Group
Inc. ("KDG"), and a Director of PKS, CalEnergy Company, Inc., C-TEC
Corporation and MFS Communications Company, Inc. Mr. Jaros also
was Chairman (1993-1994) and President and COO (1992-1993) of
CalEnergy Company, Inc. and Vice President of KDG (1989-1990).
Ann C. McCulloch*
1000 Kiewit Plaza
Omaha, NE 68131-3344
Ms. McCulloch, age 38, is Chairman, President and a Trustee of the
Fund and Kiewit Investment Trust, President of the Manager and Vice
President and Treasurer of PKS. From 1989 to 1993, Ms. McCulloch
was Treasurer and Vice President of Central Maine Power in Augusta,
ME.
George Lee Butler*
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Butler, age 57, is a Trustee of the Fund and Kiewit Investment
Trust, and President of Kiewit Energy Company. From 1991 to March
1994, Mr. Butler was Commander-in-Chief of the U.S. Strategic
Command and from 1989 to 1994 was Director, Strategic Plans and
Policy, for the U.S. Joint Chiefs of Staff.
Lawrence B. Thomas
One ConAgra Drive
Omaha, NE 68102
Mr. Thomas, age 60, is a Trustee of the Fund and Kiewit Investment
Trust, and Senior Vice-President. He retired in November 1996,
after having served as Corporate Risk Officer and Secretary of
ConAgra, Inc. (a food company). Mr. Thomas previously served as
principal financial officer and Treasurer of ConAgra, Inc.
John J. Quindlen
2205 N. Southwinds Boulevard
Vero Beach, FL 32963
Mr. Quindlen, age 64, is a Trustee of the Fund and Kiewit
Investment Trust, each investment company in the Rodney Square
Funds and Kalmar Pooled Trust, a registered investment company. He
retired in November 1993, after having served as the Senior Vice
President -Financial and Chief Financial Officer of E.I. du Pont de
Nemours & Co., Inc. from 1984 to 1993. He is a director of St. Joe
Paper Co.
P. Greggory Williams
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Williams, age 42, is Chief Financial Officer, Vice President
and Treasurer of the Fund and Kiewit Investment Trust, and Chief
Investment Officer and a Vice President of the Manager. From June
1991 to August 1994, Mr. Williams was Vice President-Investments
and Treasurer of Shenandoah Life Insurance Company in Roanoke,
Virginia and from December 1986 to November 1990 was Senior Vice
President and Chief Investment Officer of Jefferson National Life
Insurance Company in Indianapolis, Indiana.
Brian J. Mosher
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Mosher, age 39, is a Vice President of the Fund and Kiewit
Investment Trust, and a Vice President of the Manager. From March
1989 to December 1994, Mr. Mosher served as Investment Manager of
Meridian Mutual Insurance Company in Indianapolis, Indiana.
Kenneth D. Gaskins, Esquire
1000 Kiewit Plaza
Omaha, NE 68131-3344
Mr. Gaskins, age 50, is Secretary of the Fund and Kiewit Investment
Trust, Vice President and Secretary of the Manager and Corporate
Counsel of PKS.
The fees and expenses of the Trustees who are not "interested
persons" of the Fund ("Independent Trustees"), as defined in the
1940 Act, are paid by each Portfolio. For the fiscal year ended
June 30, 1996, such fees amounted to $25,000 for the Fund. The
following table shows the fees paid during the fiscal year to the
Independent Trustees for their service to the Fund.
Compensation Table
Aggregate Total Compensation
Compensation from from the Fund
the Fund Complex
John J. Quindlen $12,500 $12,500
Lawrence B. Thomas $12,500 $12,500
On February 21, 1997, the Trustees and officers of the Fund,
as a group, owned beneficially, or may be deemed to have owned
beneficially, less than 1% of the outstanding shares of the
Portfolios.
Investment Manager
For the services it provides as investment manager to each
Portfolio's corresponding Series of the Trust, the Manager is paid
a monthly fee calculated as a percentage of average net assets of
the corresponding Series. Pursuant to the investment management
agreements, the manager's fees for the fiscal years ended June 30,
1996 and 1995, would have been the following:
1996 1995
(000) (000)
Kiewit Money Market Portfolio $843,989 $436,236
Kiewit Short-Term Government
Portfolio $492,172 $332,931
Kiewit Tax-Exempt Portfolio $499,823 $331,508
Kiewit Intermediate-Term
Portfolio $563,114 $624,955
Kiewit Equity Portfolio $354,646 $ 35,890
The Manager has agreed to waive all or a portion of its
advisory fee for each Portfolio's corresponding Series and to
assume certain expenses of the Portfolios and Series. This
undertaking, which is not contained in the investment management
agreements, may be amended or rescinded in the future. During the
fiscal year ended June 30, 1996 and the period ended June 30, 1995,
the Manager waived the following amounts to the Portfolios:
Name 1996 1995
Money Market Portfolio $298,011 $ 70,100
Short-Term Government Portfolio 219,505 92,745
Intermediate-Term Bond Portfolio 86,597 117,862
Tax-Exempt Portfolio 57,267 121,067
Equity Portfolio 126,289 90,032
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 a
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.
DISTRIBUTION PLAN
Rodney Square Distributors, Inc. ("RSD") serves as the
Distributor of each Portfolio's shares pursuant to a Distribution
Agreement with the Fund. Under the terms of the Distribution
Agreement, RSD agrees to assist in securing purchasers for shares
of the Portfolios.
As noted in the Fund's Prospectus, the S Class Shares of each
Portfolio have adopted a Plan pursuant to Rule 12b-1 under the 1940
Act (the "Plan") whereby the Fund may pay up to a maximum of 0.25%
per annum of the average daily net assets of the S Class Shares for
expenses incurred by the Distributor in the distribution of the S
Class Shares. The fees are paid on a monthly basis, based on the
average daily net assets of each Portfolio's S Class Shares.
Pursuant to the Plan, the Distributor is entitled to a
reimbursement each month up to the maximum of 0.25% for S Class
Shares per annum of average net assets of the S Class Shares, for
the actual expenses incurred in the distribution and promotion of
the Fund's shares, including but not limited to, printing of
prospectuses and reports used for sales purposes, preparation and
printing of sales literature and related expenses, advertisements,
and other distribution-related expenses as well as any distribution
or service fees paid to securities dealers or others who have
executed a dealer agreement with the Underwriter. Any expense of
distribution in excess of 0.25% per annum will be borne by the
Manager without any reimbursement or payment by the Fund.
The Plan also provides that to the extent that the Fund, the
Manager, the Distributor, or other parties on behalf of the Fund,
the Manager, or the Underwriter make payments that are deemed to be
payments for the financing of any activity primarily intended to
result in the sale of shares issued by the Fund within the context
of Rule 12b-1, such payments shall be deemed to be made pursuant to
the Plan. In no event shall the payments made under the Plan, plus
any other payments deemed to be made pursuant to the Plan, exceed
the amount permitted to be paid pursuant to applicable rules of the
National Association of Securities Dealers, Inc..
The Board of Trustees has determined that a consistent cash
flow resulting from the sale of new shares is necessary and
appropriate to meet redemptions and to take advantage of buying
opportunities without having to make unwarranted liquidations of
portfolio securities. The Board therefore believes that it will
likely benefit the Fund to have monies available for the direct
distribution activities of the Distributor in promoting the sale of
the Fund's shares, and to avoid any uncertainties as to whether
other payments constitute distribution expenses on behalf of the
Fund. The Board of Trustees, including the non-interested
trustees, has concluded that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there is
a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.
The Plan has been approved by the Fund's Board of Trustees,
including all of the trustees who are non-interested persons as
defined in the 1940 Act. The Plan must be renewed annually by the
Fund's Board of Trustees, including a majority of the trustees who
are non-interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan. The
votes must be cast in person at a meeting called for that purpose.
It is also required that the selection and nomination of such
trustees be done by the non-interested trustees. The Plan and any
related agreements may be terminated at any time, without any
penalty: 1) by vote of a majority of the non-interested trustees
on not more than 60 days' written notice, 2) by the Distributor on
not more than 60 days' written notice, 3) by vote of a majority of
the Fund's outstanding shares, on 60 days' written notice, and 4)
automatically by any act that terminates the Distribution Agreement
with the Distributor. The Distributor or any dealer or other firm
may also terminate their respective agreements at any time upon
written notice.
The Plan and any related agreement may not be amended to
increase materially the amounts to be spent for distribution
expenses without approval by a majority of the Fund's outstanding
shares, and all material amendments to the Plan or any related
agreements shall be approved by a vote of the non-interested
trustees, cast in person at a meeting called for the purpose of
voting on any such amendment.
The Underwriter is required to report in writing to the Board
of Trustees of the Fund, at least quarterly, on the amounts and
purpose of any payments made under the Plan, as well as to furnish
the Board with such other information as may reasonably be
requested in order to enable the Board to make an informed
determination of whether the Plan should be continued.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Money Market Portfolio:
Name and Address Percentage Ownership
Kiewit Construction Company % 16.34
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit/Kasler, Joint Venture % 6.88
1000 Kiewit Plaza
Omaha, NE 68131
Peter Kiewit Sons' Co. % 6.32
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Coal Properties Inc. % 6.15
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit-Granite, Joint Venture % 5.19
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Short-Term Government Portfolio:
Name and Address Percentage Ownership
Peter Kiewit Sons' Co. % 31.63
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Diversified Group Inc. % 12.07
1000 Kiewit Plaza
Omaha, NE 68131
Continental Holdings Inc. % 8.05
1000 Kiewit Plaza
Omaha, NE 68131
Peter Kiewit Sons', Inc. % 7.90
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Diversified Holdings Inc. % 7.29
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Coal Properties Inc. % 7.23
1000 Kiewit Plaza
Omaha, NE 68131
Northern Trust Company as Trustee % 6.60
For Continental Kiewit Inc. Pension Plan
ATTN Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956
Global Surety & Insurance Co. % 6.52
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Intermediate-Term Bond Portfolio:
Name and Address Percentage Ownership
Continental Holdings Inc. % 27.42
1000 Kiewit Plaza
Omaha, NE 68131
Peter Kiewit Sons' Co. % 18.79
1000 Kiewit Plaza
Omaha, NE 68131
Decker Coal Reclamation % 17.36
1000 Kiewit Plaza
Omaha, NE 68131
Northern Trust Company as Trustee % 15.36
for Continental Kiewit Inc. Pension Plan
ATTN Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956
Gilbert Texas Construction Corp. % 9.12
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Tax-Exempt Portfolio:
Name and Address Percentage Ownership
KMI Continental Lease 1, Inc. % 93.44
1000 Kiewit Plaza
Omaha, NE 68131
Global Surety & Insurance Co. % 6.46
1000 Kiewit Plaza
Omaha, NE 68131
As of January 31, 1997, the following shareholders were known
to own of record more than 5% of the total outstanding shares of
the Equity Portfolio:
Name and Address Percentage Ownership
Northern Trust Company as Trustee %30.69
For Continental Kiewit Inc. Pension Plan
ATTN Curtis Pence
P.O. Box 92956
Chicago, IL 60675-2956
Decker Coal Reclamation % 25.01
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Co. as Trustee % 22.91
For Kiewit Construction Group Inc.
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890
Kiewit Diversified Group Inc. % 8.31
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Co. as Trustee
% 6.30
For Decker Coal Company Pension Plan
1100 N. Market Street
Wilmington, DE 19890
Peter Kiewit Sons', Inc., a Delaware corporation with
principal offices at 1000 Kiewit Plaza, Omaha, NE 68131, is the
direct or indirect parent of shareholders of more than 25% of the
voting securities of each Portfolio and therefore may be deemed to
control each Portfolio.
BROKERAGE TRANSACTIONS
Brokerage transactions will be placed with a view to
receiving the best price and execution. Each Portfolio's
corresponding 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 also
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' Investment Management Agreement permits the
Manager 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.
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
fiscal year ended June 30, 1996, the Kiewit Short-Term Government
Portfolio, the Kiewit Intermediate-Term Bond Portfolio and the
Kiewit Tax-Exempt Portfolio paid no brokerage commissions. The
Kiewit Equity Portfolio paid $82,485 in brokerage commissions for
the fiscal year ended June 30, 1996 and $34,515 for the period
ended June 30, 1995.
PURCHASE AND REDEMPTION OF SHARES
The Fund reserves the right, in its sole discretion, to
suspend the offering of shares of any or all Portfolios or reject
purchase orders when, in the judgment of management, such
suspension or rejection is in the best interest of the Fund or a
Portfolio. Securities accepted in exchange for shares of a
Portfolio will be acquired for investment purposes and will be
considered for sale under the same circumstances as other
securities in the Portfolio.
The Fund may suspend redemption privileges or postpone the
date of payment: (1) during any period when the New York Stock
Exchange (the "NYSE") is closed, or trading on the NYSE 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 SEC as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned
by it, or fairly to determine the value of its assets and (3) for
such other periods as the SEC may permit.
The valuation of the securities held by the Kiewit Money
Market Series and the Kiewit Government Money Market Series
(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 loses. This
involves valuing an instrument at its cost and thereafter assuming
a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the
market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the
price such Series would receive if they sold the instrument.
During periods of declining interest rates, the daily yields on
shares of the Series computed as described above may tend to be
higher than a like computation made by a fund with identical
investments utilizing a method of valuation based upon market
prices and estimates of market prices for all of its portfolio
instruments. Thus, if the use of amortized cost by the Series
resulted in a lower aggregate portfolio value on a particular day,
a prospective investor in the Series would be able to obtain a
somewhat higher yield than would result from investment in a fund
utilizing solely market values, and existing investors in the
Series would receive less investment income. The converse would
apply in a period of rising interest rates.
The Kiewit Money Market and Kiewit Government Money Market
Series' use of amortized cost, which facilitates the maintenance of
their corresponding Portfolios' per share net asset value of $1.00,
is permitted by a rule adopted by the SEC, pursuant to which the
Series must adhere to certain conditions.
The Kiewit Money Market and Kiewit Government Money Market
Series each must maintain a dollar-weighted average portfolio
maturity of 90 days or less, only purchase instruments having
remaining maturities of 397 calendar days or less, and invest only
in those U.S. dollar-denominated instruments that the Manager has
determined, pursuant to guidelines adopted by the Board of
Trustees, present minimal credit risks and which are, as required
by the federal securities laws (i) rated in one of the two highest
rating categories as determined by nationally recognized
statistical rating agencies, (ii) instruments deemed comparable in
quality to such rated instruments, or (iii) instruments, the
issuers of which, with respect to an outstanding issue of short-
term debt that is comparable in priority and protection, have
received a rating within the two highest categories of nationally
recognized statistical rating agencies. Securities subject to
floating or variable interest rates with demand features in
compliance with applicable rules of the SEC may have stated
maturities in excess of 397 days. The Trustees have established
procedures designed to stabilize, to the extent reasonably
possible, the Series' price per share as computed for the purpose
of sales and redemptions at $1.00. Such procedures will include
review of the portfolio holdings by the Trustees, at such intervals
as they may deem appropriate, to determine whether the Series' net
asset value calculated by using available market quotations
deviates from $1.00 per share based on amortized cost. The extent
of any deviation will be examined by the Trustees. If such
deviation exceeds 1/2 of 1%, the Trustees will promptly consider what
action, if any, will be initiated. In the event the Trustees
determine that a deviation exists which may result in material
dilution or other unfair results to investors or existing
shareholders, they will take such corrective action as they regard
as necessary and appropriate, which may include the sale of
portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity, withholding
dividends, redemptions of shares in kind, or establishing a net
asset value per share by using available market quotations.
In-Kind Purchases. If accepted by the Fund, shares of each
Portfolio may be purchased in exchange for securities which are
eligible for acquisition by the Portfolios or their corresponding
Series, as described in this Statement of Additional Information.
Please contact Rodney Square about this purchase method. Securities
to be exchanged which are accepted by the Fund and Portfolio shares
to be issued therefore will be valued, as set forth under
"Valuation Of Shares," 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 Portfolio whose shares are being
acquired and must be delivered to the Fund by the investor upon
receipt from the issuer.
The Fund will not accept securities in exchange for shares of
a Portfolio 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 Portfolio (or its
corresponding Series) under the 1933 Act or under the laws of the
country in which the principal market for such securities exists,
or otherwise; (3) at the discretion of the Portfolio (or its
corresponding 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 corresponding Series
will not exceed 5% of the net assets of the corresponding Series
immediately after the transaction; and (4) the Portfolio (or its
corresponding 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 Portfolio (or corresponding Series) whose shares
are issued. Investors interested in such exchanges should contact
the Manager.
TAX MATTERS
The Internal Revenue Code of 1986, as amended (the "Code")
imposes a nondeductible 4% excise tax on a regulated investment
company which does not distribute to investors in each calendar
year an amount equal to (i) 98% of its calendar year ordinary
income, (ii) 98% of its capital gain net income (the excess of
short and long-term capital gain over short and long-term capital
loss) for the one-year period ending each October 31, and (iii)
100% of any undistributed ordinary income and capital gain net
income from the prior year. Each Portfolio intends to declare and
pay dividends and capital gain distributions in a manner to avoid
imposition of the excise tax. Each Portfolio also intends to
comply with other Code requirements such as (1) appropriate
diversification of portfolio investments; (2) realization of 90% of
annual gross income from dividends, interest, gains from sales of
securities, or other "qualifying income," and (3) realization of
less than 30% of gross income from gains on sale or other
disposition of securities held less than three months.
For any Portfolio that has a principal investment policy of
investing in non-equity investments, it is anticipated that either
none or only a small portion of that Portfolio's dividends will
qualify for the corporate dividends received deduction. The
portion of the dividends so qualified depends on the aggregate
qualifying dividend income received by a Portfolio from domestic
(U.S.) sources. To the extent that any Portfolio pays dividends
which qualify for this deduction, the availability of the deduction
is subject to certain holding period and debt financing
restrictions imposed under the Code on the corporation claiming the
deduction.
The Fund in its sole discretion may accept securities in
exchange for shares of a Portfolio. A gain or loss for federal
income tax purposes may be realized by investors in a Portfolio who
are subject to federal taxation upon the exchange. The amount of
such gain or loss realized with respect to a security is measured
by the difference between the fair market value of the contributed
security on the date of contribution and its adjusted tax basis.
Any loss realized on the exchange may be subject to certain
provisions of the Code which either disallow the recognition of any
such loss or result in a deferral of the time for recognizing such
loss.
CALCULATION OF PERFORMANCE DATA
The performance of a Portfolio's classes of shares (or its
corresponding 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
Portfolios and the principal value of an investment in any
Portfolio except the Money Market Portfolio and the Government
Money Market Portfolio will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than the original cost.
Performance of the Portfolios will vary based on changes in market
conditions and the level of each Portfolio's expenses. The
performance of the S Class Shares is not presented because such
Shares had not commenced operations as of December 31, 1996. Since
S Class Shares of the Portfolios bear additional distribution
expenses, the performance of the S Class Shares of the Portfolios
will generally be lower than that of the K Class Shares.
Performance figures for the Portfolios' K Class Shares are
presented below and 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 Portfolio and the
Government Money Market Portfolio 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.
The yield for the 7-day period ended June 30, 1996 was
5.22% for the Money Market Portfolio.
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 Portfolio and the Government Money Market
Portfolio may advertise their effective yields.
Effective yield is calculated by the same method as
yield except the yield figure is compounded by adding 1,
raising the sum to a power equal to 365 divided by 7,
and subtracting 1 from the result, according to the
following formula:
Effective Yield = [(Base Period Return + 1)
365/7] - 1.
The effective yield for the 7-day period ended June 30,
1996 was 5.37% for the Money Market Portfolio.
C. Tax-Equivalent Yield is the rate an investor would have
to earn from a fully taxable investment after taxes to
equal a Portfolio's tax-exempt yield. From time to
time, the Tax-Exempt Portfolio may advertise its tax-
equivalent yield. Tax-equivalent yield is computed by:
(i) dividing that portion of a Portfolio's yield which
is tax-exempt by one minus a stated income tax rate; and
(ii) adding the product of that portion, if any, of the
Portfolio's yield that is not tax-exempt. For purposes
of this formula, tax-exempt yield is a yield which is
exempt from federal income tax.
The following table, which is based upon federal income tax
rates in effect on the date of this Statement of Additional
Information, illustrates the yields that would have to be achieved
on taxable investments to produce a range of hypothetical tax-
equivalent yields:
Tax-Equivalent Yield Table
Federal Marginal
Income Tax Bracket Tax-Equivalent Yields Based on Tax-Exempt Yields of:
4% 5% 6% 7% 8% 9% 10% 11%
28% 5.6 6.9 8.3 9.7 11.1 12.5 13.9 15.3
31% 5.8 7.2 8.7 10.1 11.6 13.0 14.5 15.9
36% 6.3 7.8 9.4 10.9 12.5 14.1 15.6 17.2
39.6% 6.6 8.3 9.9 11.6 13.2 14.9 16.6 18.2
D. Yield of the Short-Term Government Portfolio,
Intermediate-Term Bond Portfolio, and the Tax-Exempt
Portfolio is calculated by dividing the Portfolio's
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 = dividends 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 Portfolio (or its corresponding
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 Portfolio (or its
corresponding Series), interest earned during the period is then
determined by totaling the interest earned on all debt instruments
held by the Portfolio.
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.
For the 30-day period ended June 30, 1996, the yields for the
Short-Term Government Portfolio, Intermediate-Term Bond Portfolio
and the Tax-Exempt Portfolio were 5.99%, 6.56% and 4.47%,
respectively.
Since yield accounting methods differ from the accounting
methods used to calculate net investment income for other purposes,
a Portfolio's yield may not equal the dividend income actually paid
to investors or the net investment income reported with respect to
the Portfolio in the Fund's financial statements.
Yield information may be useful in reviewing a Portfolio's
performance and in providing a basis for comparison with other
investment alternatives. Nevertheless, the Portfolios' 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 Portfolios' yields will tend to be
somewhat higher than prevailing market rates, and in periods of
rising interest rates, the Portfolios' yields will tend to be
somewhat lower. Also, when interest rates are falling, the inflow
of net new money to the Portfolios from the continuous sale of
their shares will likely be invested in instruments producing lower
yields than the balance of the Portfolios' holdings, thereby
reducing the current yields of the Portfolios. In periods of
rising interest rates, the opposite can be expected to occur.
E. Average Annual Total Return is the average annual
compound rate of return for the periods of one year,
five years, ten years and the life of a Portfolio, where
quotations reflect changes in the price of a Portfolio's
shares, if any, and assume that all dividend and capital
gains distributions, if any, during the respective
periods were reinvested in Portfolio shares. Each
Portfolio 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.
Average Annual Total Returns for the one-year period
ended June 30, 1996 and for the periods from the
effective date of the Fund's registration statement
under the Securities Act of 1933 or commencement of
operations1, whichever occurred later, through June 30,
1996:
1 year ended Since Effectiveness1
June 30, 1996 through June 30, 1996
Money Market Portfolio 5.61% 5.71%
Short-Term Government Portfolio 4.66% 6.96%
Intermediate-Term Bond
Portfolio 4.48% 8.40%
Tax-Exempt Portfolio 4.55% 6.59%
Equity Portfolio 19.24% 21.70%
1 The Money Market Portfolio, Short-Term Government
Portfolio, Intermediate-Term Bond Portfolio and Tax-
Exempt Portfolio became effective on December 6,
1994. The Equity Portfolio commenced operations on
January 5, 1995.
F. Cumulative Total Return is the cumulative rate of return
on a hypothetical initial investment of $1,000 for a
specified period. Cumulative total return quotations
reflect the change in the price of a Portfolio's shares,
if any, and assume that all dividends and capital gains
distributions, if any, during the period were reinvested
in Portfolio shares. Cumulative total return is
calculated by finding the cumulative rates of return of
a hypothetical investment over such periods, according
to the following formula (cumulative total return is
then expressed as a percentage):
C = (ERV/P) - 1
Where: C = Cumulative Total Return
P = a hypothetical initial investment
of $1,000
ERV = ending redeemable value: ERV is
the value, at the end of the
applicable period, of a
hypothetical $1,000 investment made
at the beginning of the applicable
period.
Cumulative Total Returns for the one-year period ended
June 30, 1996 and for the periods from the effective
date of the Fund's registration statement under the
Securities Act of 1933 or commencement of operations1 ,
whichever occurred later, through June 30, 1996:
1 year ended Since Effectiveness1
June 30, 1996 through June 30, 1996
Money Market Portfolio 5.61% 9.11%
Short-Term Government Portfolio 4.66% 11.13%
Intermediate-Term Bond Portfolio 4.48% 13.50%
Tax-Exempt Portfolio 4.55% 10.54%
Equity Portfolio 19.24% 33.93%
1 The Money Market Portfolio, Short-Term Government
Portfolio, Intermediate-Term Bond Portfolio and Tax-
Exempt Portfolio became effective on December 6,
1994. The Equity Portfolio commenced operations on
January 5, 1995.
The preceding performance figures were affected by fee waivers
and expenses assumed by the Portfolios' investment manager.
Without such fee waivers and expense assumptions, the performance
figures quoted above would have been lower.
The Portfolios may also from time to time present some or all
of their investments ranked by their percentage representation
within the respective Portfolio or in the form of the schedule of
"Investments" included in the Annual Report to the shareholders of
the Portfolios as of and for the fiscal year ended June 30, 1996, a
copy of which follows and is part of this document.
Performance advertisements for the Money Market Portfolio and
the Government Money Market Portfolio may include yield
calculations for the 7-day period ending on the most recent
practicable date considering the media used for the advertisement.
Performance advertisements for the other four Portfolios may
include average annual total returns and 30-day yield calculations
as of the end of the most recent quarter practicable considering
the media used for the advertisement. Such advertisements may
include a schedule of investments for the corresponding date,
employing presentation principles used in annual reports to
shareholders.
To help investors better evaluate how an investment in a
Portfolio might satisfy their investment objective, advertisements
regarding a Portfolio may discuss yield or total return as reported
by various financial publications. Advertisements may also compare
yield or total return to other investments, indices and averages.
The following publications, benchmarks, indices, and averages may
be used: Lipper Mutual Fund Performance Analysis; Lipper Fixed
Income Analysis; Lipper Mutual Fund Indices; Salomon Brothers
Indices; Lehman Brothers Indices; Dow Jones Composite Average or
its component indices; Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500") or its component indices; The New York Stock
Exchange composite or component indices; CDA Mutual Fund Report;
Weisenberger - Mutual Fund Panorama and Investment Companies;
Mutual Fund Values and Mutual Fund Service Book, published by
Morningstar, Inc.; and financial publications such as Business
Week, Kiplinger's Personal Finance, Financial World, Forbes,
Fortune, Money Magazine, The Wall Street Journal, Barron's, et al.,
which rate mutual fund performance over various time periods.
Currently the performance of the Kiewit Money Market Portfolio
and the Government Money Market Portfolio may be compared to the
performance of IBC's Money Fund Average. The IBC's Money Fund
Average is a composition of all reporting money market funds with
similar objectives and restrictions. The Kiewit Short-Term
Government Portfolio is currently compared to the Lehman 1-3 Year
Government Index. The Lehman 1-3 Year Government Index is a total
return performance benchmark consisting of U.S. Government agency
and Treasury securities with maturities from one to three years.
The Kiewit Intermediate-Term Bond Portfolio is currently compared
to the Lehman Intermediate Corporate Index. The Lehman
Intermediate Corporate Index is a total return performance
benchmark consisting of publicly issued corporate debt issues rated
at least investment grade with maturities from one to ten years.
The Kiewit Tax-Exempt Portfolio is currently compared to the Lehman
5-Year Municipal Bond Index. The Lehman 5-Year Municipal Bond
Index is a total return performance benchmark consisting of tax-
exempt municipal bonds rated at least investment grade with
maturities from four to six years. The Kiewit Equity Portfolio is
currently compared to the S&P 500. The S&P 500 is an unmanaged
capitalization weighted index of five hundred publicly traded
stocks.
OTHER INFORMATION
The Fund 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.
Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, DE 19890-0001, a Delaware-chartered
banking institution, is the Fund's Custodian.
Price Waterhouse LLP, Thirty South 17th Street, Philadelphia,
Pennsylvania 19103, is the Fund's independent accountant.
FINANCIAL STATEMENTS
The audited financial statements and the financial highlights
for the Fund for its fiscal year ended June 30, 1996, as set forth
in the Fund's annual report to shareholders, and the report thereon
of Price Waterhouse LLP, the Fund's independent accountants, also
appearing in the Fund's annual report, are incorporated herein by
reference.
KIEWIT MUTUAL FUND
Items Required By Form N-1A
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements:
Included in the Prospectus (Part A):
Financial Highlights for Kiewit Mutual Fund
for the Period Ended June 30, 1996.
(i) Report of Independent Public
Accountants dated July 26,
1996*
(ii) Audited Financial Statements
of Kiewit Money Market
Portfolio for the Period Ended
June 30, 1996*
(iii) Audited Financial Statements of Kiewit Short-Term Government
Portfolio for the Period Ended June 30, 1996*
(iv) Audited Financial Statements
of Kiewit Intermediate-Term
Bond Portfolio for the Period
Ended June 30, 1996*
(v) Audited Financial Statements
of Kiewit Tax-Exempt Portfolio
for the Period Ended June 30,
1996*
(vi) Audited Financial Statements
of Kiewit Equity Portfolio for
the Period Ended June 30,
1996*
* Incorporated by reference to the Fund's
annual report to shareholders for the fiscal year ended June
30, 1996, filed via EDGAR September 6, 1996.
(b) Exhibits:
Exhibit No. Description of Exhibit
(1) (i) Agreement and Declaration of Trust*
(ii) Certificate of Trust*
(iii) Certificate of Amendment to
Certificate of
Trust**
(2) By-Laws*
(3) None
(4) (i) Specimen Certificate of Kiewit Money
Market
Fund*
(ii) Specimen Certificate of Kiewit Short-
Term
Government Fund*
(iii) Specimen Certificate of Kiewit
Intermediate-
Term Bond Fund*
(iv) Specimen Certificate of Kiewit Tax-
Exempt
Fund*
(v) Specimen Certificate of Kiewit Equity
Fund*
(5) Not applicable
(6) Distribution Agreement with Rodney Square
Distributors, Inc.
(7) None
(8) Custody Agreement with Wilmington Trust
Company*
(9) (i) Transfer Agency Agreement with
Rodney Square Management
Corporation dated February 19,
1997
(ii) Accounting Services Agreement
with Rodney Square Management
Corporation dated February 19,
1997
(iii) Administration Agreement
with Rodney Square Management
Corporation dated February 19,
1997
(iv) Administrative Services
Agreements with Kiewit
Investment Management Corp.
dated February 19, 1997
(10) Not applicable
(11) Consent of Independent Accountants
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15) Plan of Distribution Pursuant to
Rule 12b-1 under the Investment
Company Act of 1940, effective
March 3, 1997
(16) Schedule of Performance Calculations***
(17) Financial Data Schedule***
(18) Plan Pursuant to Rule 18f-3 under
the Investment Company Act of 1940
dated February 19, 1997
(19) Secretary's Certificate and Power
of Attorney
* Previously filed with the Securities and Exchange
Commission on Form N-1A on July 25, 1994 and incorporated
herein by reference.
** Previously filed with the Securities and Exchange
Commission with Pre-Effective Amendment No. 2 on Form N1-A
on November 29, 1994 and incorporated herein by reference.
*** Previously filed with the Securities and Exchange
Commission with Post-Effective Amendment No.2 on Form N1-A
on September 30, 1996 and incorporated herein by reference.
Item 25. Persons controlled by or under common control with
Registrant.
None.
Item 26. Number of Holders of Securities.
Number of Record
Holders
K Class Shares as of January 31,
1997
Shares of Beneficial Interest, Par Value $.01
Kiewit Money Market Portfolio 125
Kiewit Short-Term Government Portfolio 20
Kiewit Intermediate-Term Bond Portfolio 26
Kiewit Tax-Exempt Portfolio 4
Kiewit Equity Portfolio 43
Item 27. Indemnification.
Reference is made to Article VII of the Registrant's Agreement
and Declaration of Trust (Exhibit 24(b)(1)(i)) and to Article X
of the Registrant's By-Laws (Exhibit 24(b)(2)), which are
incorporated herein by reference. Pursuant to Rule 484 under the
Securities Act of 1933, as amended, the Registrant furnishes the
following undertaking:
"Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue."
Item 28. Business and Other Connections of Investment
Adviser.
Kiewit Investment Management Corp. (the "Manager") is a Delaware
corporation organized in 1994. Under Investment Management
Agreements with respect to each Portfolio, dated November 15,
1994, the Manager, subject to the supervision of the Board of
Trustees, provides investment management services to each
Portfolio. Kiewit Diversified Holdings Inc., a wholly-owned
subsidiary of Kiewit Diversified Group Inc. ("KDG") owns 60% of
the Manager and Kiewit Construction Company, a wholly-owned
subsidiary of Kiewit Construction Group Inc. ("KCG") owns the
remaining 40% of the Manager. Both KDG and KCG are wholly-owned
by Peter Kiewit Sons', Inc.
The business, profession, vocation or employment of a substantial
nature in which each director and officer of the Manager and
Rodney Square is or has been , during the past two fiscal years,
engaged for his own account in the capacity of director, officer,
employee, partner or trustee is set forth below.
Kiewit Investment Management Corp.
Richard R. Jaros is a director of the Manager. Mr. Jaros is also
Executive Vice President and a Director of Peter Kiewit Sons',
Inc. ("PKS") and President of Kiewit Diversified Group Inc.
Walter Scott, Jr. is a Director of the Manager. Mr. Scott is
also Chairman and President of PKS.
Kenneth E. Stinson is a Director of the Manager. Mr. Stinson is
also Executive Vice President of PKS and Chairman and President
of Kiewit Construction Group Inc.
Ann C. McCulloch is President of the Manager. Ms. McCulloch is
also President and the Chairman of the Fund, and Vice President
and Treasurer of PKS.
Kenneth D. Gaskins, Esquire is a Vice President and Secretary of
the Manager. Mr. Gaskins is also the Secretary of the Fund and
Corporate Counsel of PKS.
P. Greggory Williams is a Vice President and Chief Investment
Officer of the Manager. Mr. Williams is also the Chief Financial
Officer, Vice President and Treasurer of the Fund.
Brian J. Mosher is a Vice President of the Manager. Mr. Mosher
is also a Vice President of the Fund.
Item 29. Principal Underwriters
(a) The Rodney Square Fund
The Rodney Square Tax-Exempt Fund
The Rodney Square Strategic Fixed-Income Fund
The Rodney Square Multi-Manager Fund
Heitman Securities Trust/Institutional Class
1838 Investment Advisors Funds
The Olstein Funds
The HomeState Group
(b) The principal business address for the Officers and
Directors of Rodney Square Distributors, Inc. is: 1100
North Market Street, Wilmington, DE 19890-0001.
(1) (2) (3)
Position
Name and Principal Position and Offices with
and Offices
Business Address Rodney Square Distributors, Inc.
with Registrant
Jeffrey O. Stroble President, Secretary, None
Treasurer & Director
Martin L. Klopping Director None
Cornelius G. Curran Vice President None
(c) None.
Item 30. Locations of Accounts and Records
All accounts and records are maintained by the Registrant, or on
its behalf by the Fund's administrator, transfer agent, dividend
paying agent and accounting services agent, Rodney Square
Management Corporation, at Rodney Square North, 1100 North Market
Street, Wilmington, DE 19890.
Item 31. Management Services.
There are no management-related service contracts not discussed
in Part A or Part B.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant, Kiewit
Mutual Fund certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized,
in the City of Omaha, the State of Nebraska, on the 28th day of
February, 1997.
KIEWIT MUTUAL FUND
BY: /s/ Ann C. McCulloch*
Ann C. McCulloch, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement has
been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Ann C. McCulloch* Chairman and Trustee February 28, 1997
Ann C. McCulloch (Principal Executive Officer)
/s/ P. Greggory Williams* Chief Financial Officer, February 28, 1997
P. Greggory Williams Vice President and Treasurer
(Principal Financial Officer)
/s/ Richard R. Jaros* Trustee February 28, 1997
Richard R. Jaros
/s/ Lawrence B. Thomas* Trustee February 28, 1997
Lawrence B. Thomas
/s/ George Lee Butler* Trustee February 28, 1997
George Lee Butler
/s/ John J. Quindlen* Trustee February 28, 1997
John J. Quindlen
* By:/s/ Kenneth D. Gaskins Attorney-in-Fact February 28, 1997
Kenneth D. Gaskins
(Pursuant to authority granted in Power of Attorney)
Exhibit 24(b)(6)
KIEWIT MUTUAL FUND
RODNEY SQUARE DISTRIBUTORS, INC.
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT is made this 19th day of
February, 1997, between Kiewit Mutual Fund, a Delaware business
trust (the "Fund"), and Rodney Square Distributors, Inc., a
corporation organized under the laws of the State of Delaware
(the "Distributor"), having its principal place of business in
Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company;
WHEREAS, the Fund is authorized to issue an unlimited number
of shares of beneficial interest ("Shares"), par value $0.01 per
share, and has registered certain of those duly authorized and
issued Shares under the Securities Act of 1933 (the "1933 Act");
WHEREAS, the Fund is further authorized to issue separate
series of Shares ("Series"), each Series corresponding with a
separate and distinct Fund "Portfolio", each Share representing
an undivided interest in the assets, subject to the liabilities,
allocated to a Portfolio, and each Portfolio having a separate
investment objective and separate investment policies;
WHEREAS, at the present time, the Fund consists of six
Portfolios, each planning to issue, pursuant to separate
Prospectuses, two classes of Shares, a "K Class" (subject to no
sales or distribution charges) and a "S Class" (subject to a
distribution charge pursuant to Rule 12b-1 under the 1940 Act, as
stipulated in the Fund's S Class Prospectus);
WHEREAS, the Distributor is engaged in the business of
promoting the distribution of securities of investment companies,
is registered as a broker-dealer under the securities Exchange
Act of 1934 (the "1934 Act"), and is a member in good standing of
the National Association of Securities Dealers, Inc. (the
"NASD");
WHEREAS, the Fund wishes to employ the services of
Distributor, with such assistance from its affiliates as the
latter may provide, for the purpose of selling and distributing
Shares within the K Class and the S Class of the Fund's various
Portfolios listed within Schedule A to this Agreement, such
employment to take effect as of the date first written above; and
WHEREAS, the Distributor wishes to provide distribution
services to the Fund as set forth below;
NOW, THEREFORE, in consideration of the mutual promises and
undertakings herein contained, the parties agree as follows:
1. Sale of Shares. During the term of this Agreement
the Fund grants to the Distributor the right to sell on its
behalf Shares of both the K Class and the S Class of each of the
Portfolios listed on Schedule A hereto, subject to the
registration requirements of the 1933 Act, and of the laws
governing the sale of securities in various states (the "Blue Sky
Laws"), under the terms and conditions set forth herein. In
connection therewith, the Distributor (i) shall have the right to
sell, as agent on behalf of the Fund, Shares authorized for issue
and registered under the 1933 Act and applicable Blue Sky Laws;
and (ii) shall sell such Shares only in compliance with the terms
set forth in the Fund's then currently effective registration
statement, with the Plan of Distribution of the Fund as may be in
effect from time to time for any Portfolio, and with any
limitations as may be imposed from time to time by the Board of
Trustees of the Fund. The Distributor is not obligated to sell
any specific number of shares.
2. Selling Dealer Agreements. Subject to the
supervisory authority of the Fund's Board of Trustees, the
Distributor may enter into selling dealer agreements with
selected dealers and others ("Selling Dealers") for the provision
of distribution services related to the sale of Fund Shares as
well as other shareholder services as may be agreed by the
affected parties. In entering into such selling agreements, the
Distributor will act only on its own behalf, as principal.
3. Sale of Shares by the Fund. The rights granted to
the Distributor shall be non-exclusive in that the Fund reserves
the right to sell its Shares to investors on applications
received and accepted by the Fund. Further, the Fund reserves
the right to issue Shares in connection with (a) the merger or
consolidation of the assets of, or acquisition by the Fund
through purchase or otherwise, with any other investment company,
trust or personal holding company; (b) the payment or
reinvestment of dividends or distributions; or (c) any offer of
exchange permitted by Section 11 of the 1940 Act.
4. Shares Covered by this Agreement. This Agreement
shall apply to all Shares within the K Class and the S Class of
all Portfolios of the Fund listed upon Schedule A; all such
Shares held in the Fund's treasury in the event that (in the
discretion of the Fund) treasury shares shall be sold; and all
such Shares repurchased by the Fund for resale.
5. Public Offering Price. Except as otherwise noted
in the Fund's current Prospectus (the "Prospectus") or Statement
of Additional Information (the "SAI") with respect to each
Portfolio, all Shares sold to investors by the Distributor or the
Fund will be sold at the public offering price without a sales
load. The public offering price for all accepted subscriptions
will be the net asset value per Share, determined in the manner
described in the Fund's current Prospectus or SAI with respect to
the applicable Portfolio. The Fund shall in all cases receive
the net asset value per Share on all such sales.
6. Suspension of Sales. If and whenever the
determination of net asset value is suspended and until such
suspension is terminated, no further orders for Shares shall be
processed by the Distributor except such unconditional orders
placed with the Distributor before it had knowledge of the
suspension. In addition, the Fund reserves the right to suspend
sales and the Distributor's authority to process orders for
Shares on behalf of the Fund if, in the judgment of the Fund, it
is in the best interests of the Fund to do so. Suspension will
continue for such period as may be determined by the Fund. In
addition, the Fund and Distributor reserve the right to reject
any purchase order.
7. Solicitation of Sales. In consideration of these
rights granted to the Distributor, the Distributor agrees to use
all reasonable efforts, consistent with its other business, to
secure purchasers for Shares of the Fund. This shall not prevent
the Distributor from entering into like arrangements (including
arrangements involving the payment of underwriting commissions)
with other issuers. Distributor agrees to use all reasonable
efforts to ensure that taxpayer identification numbers provided
for shareholders of the Fund are correct. This does not obligate
the Distributor to register as a broker or dealer under the Blue
Sky laws of any jurisdiction in which it is not now registered or
to maintain its registration in any jurisdiction in which it is
now registered.
8. Authorized Representations. The Distributor is
not authorized by the Fund to give any information or to make any
representations other than those contained in the appropriate
registration statements, Prospectuses or SAI's filed with the
Securities and Exchange Commission under the 1933 Act and
applicable Blue Sky Laws (as those registration statements,
Prospectuses and SAI's may be amended from time to time), or
contained in shareholder reports or other material that may be
prepared by or on behalf of the Fund for the Distributor's use.
This shall not be construed to prevent the Distributor from
preparing and distributing, in compliance with applicable laws
and regulations, sales literature or other material as it may
deem appropriate. Distributor will furnish or cause to be
furnished copies of such sales literature or other material to
the President of the Fund or his or her designee and will provide
that designee with a reasonable opportunity to comment on it.
Distributor agrees to take appropriate action to cease using such
sales literature or other material to which the Fund reasonably
objects as promptly as practicable after receipt of the
objection.
9. Registration of Shares. The Fund agrees that it
will take all action necessary to register shares of beneficial
interest of the Fund under the 1933 Act (subject to the necessary
approval, if any, of its shareholders) so that there will be
available for sale the number of Shares the Distributor may
reasonably be expected to sell. The Fund shall furnish to the
Distributor copies of all information, financial statements and
other papers which the Distributor may reasonably request for use
in connection with the distribution of Shares of each Portfolio
of the Fund.
10. Repurchase of Shares. The Distributor as agent and for
the account of the Fund may repurchase Shares offered for resale
to it and redeem such Shares at their net asset value.
11. Expenses, Compensation and Reimbursement.
(a) The Fund shall pay all fees and expenses:
(i) in connection with the preparation, setting in type
and filing of any registration statement, Prospectus
and SAI under the 1933 Act, and any amendments
thereto, for the registration of its Shares;
(ii) in connection with the registration and
qualification of Shares for sale in the various
states in which the Fund's Board of Trustees shall
determine it advisable to qualify such shares for
sale (including registering the Fund or Portfolios as
a broker or dealer, or any officer of the Fund as
agent or salesperson, in any state);
(iii) of preparing, setting in type, printing and mailing
any report or other communication to shareholders of
the Fund in their capacity as such; and
(iv) of preparing, setting in type, printing and mailing
Prospectuses, SAI's, and any supplements thereto,
sent to existing shareholders.
(b) The Distributor shall pay costs of:
(i) printing and distributing Prospectuses, SAI's and
reports prepared for its use in connection with the
offering of Shares for sale to the public;
(ii) any other literature used in connection with such
offering;
(iii) advertising in connection with such offering
including, but not limited to the following: public
relations services, sales presentations, media
charges, preparation, printing and mailing of
advertising and sales literature, data processing
necessary to support a distribution effort, printing
and mailing prospectuses and distribution and
shareholder servicing activities of brokers/dealers
and other financial institutions; and
(iv) filing fees required by regulatory authorities for
sales literature and advertising materials and any
additional out-of-pocket expenses incurred in
connection with these and any other costs of
distribution.
(c) In addition to the services described above, Distributor
will provide services including assistance in the
production of marketing and advertising materials for the
sale of Shares of the Fund and their review for
compliance with applicable regulatory requirements.
(d) In connection with the services to be provided by the
Distributor under this Agreement, the Distributor shall
receive:
(i) from the Fund, in connection with the sale and
distribution of the Fund's S Class Shares, such payments
as shall be authorized to be paid by the Fund pursuant to
any Plan of Distribution adopted by the Fund in
accordance with Rule 12b-1 under the 1940 Act; and
(ii) from the Fund's Administrative Services Agent,
Kiewit Investment Management Corp., reimbursement for
fees and expenses incurred by the Distributor in
connection with the sale and distribution of the Fund's K
Class Shares to include, without limitation, fees and
expenses detailed in Section 11(b) above.
12. Indemnification.
(a) The Fund agrees to indemnify and hold harmless the
Distributor and each of its trustees and officers and
each person, if any, who controls the Distributor within
the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged
loss, liability, claim, damages, or expense and
reasonable counsel fees incurred in connection therewith)
arising by reason of any person acquiring any shares of
beneficial interest of the Fund, based upon the 1933 Act
or any other statute or common law, alleging any wrongful
act of the Fund or any of its employees or
representatives, or based upon the grounds that the
registration statements, Prospectuses, SAI's, shareholder
reports or other information filed or made public by the
Fund (as from time to time amended) included an untrue
statement of a material fact or omitted to state a
material fact required to be stated or necessary in order
to make the statements not misleading. However, the Fund
does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was
made in reliance upon, and in conformity with,
information furnished to the Fund in writing by or on
behalf of the Distributor. In no case (i) is the
indemnity of the Fund in favor of the Distributor or any
person indemnified to be deemed to protect the
Distributor or any person against any liability to the
Fund or its security holders to which the Distributor or
such person would otherwise be subject by reason of
willful misfeasance, bad faith or ordinary negligence in
the performance of its duties or by reason of its
reckless disregard of its obligations and duties under
this Agreement, or (ii) is the Fund to be liable under
its indemnity agreement contained in this Section 12(a)
with respect to any claim made against the Distributor or
any person indemnified unless the Distributor or person,
as the case may be, shall have notified the Fund in
writing of the claim within a reasonable time after the
summons or other first written notification giving
information of the nature of the claim shall have been
served upon the Distributor or any such person or after
the Distributor or such person shall have received notice
of service on any designated agent. However, except to
the extent the Fund is harmed thereby, failure to notify
the Fund of any claim shall not relieve the Fund from any
liability which it may have to the Distributor or any
person against whom such action is brought other than on
account of its indemnity agreement contained in this
Section 12(a). The Fund shall be entitled to participate
at its own expense in the defense, or, if it so elects,
to assume the defense of any suit brought to enforce any
claims, but if the Fund elects to assume the defense, the
defense shall be conducted by counsel chosen by it and
satisfactory to the Distributor, or person or persons,
defendant or defendants in the suit. In the event the
Fund elects to assume the defense of any suit and retain
counsel, the Distributor, officers or trustees or
controlling person(s) or defendant(s) in the suit, shall
bear the fees and expenses of any additional counsel
retained by them. If the Fund does not elect to assume
the defense of any suit, it will reimburse the
Distributor, officers or trustee or controlling person(s)
or defendant(s) in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Fund
agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it
or any of its officers or Trustees in connection with the
issuance or sale of any of the Shares.
(b) The Distributor also covenants and agrees that it will
indemnify and hold harmless the Fund and each of its
trustees and officers and each person, if any, who
controls the Fund within the meaning of Section 15 of the
1933 Act, against any loss, liability, damages, claim or
expense (including the reasonable cost of investigating
or defending any alleged loss, liability, damages, claim
or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person
acquiring any Shares, based upon the 1933 Act or any
other statute or common law, alleging any wrongful act of
the Distributor or any of its employees or
representatives, or alleging that the registration
statements, Prospectuses, SAI's, shareholder reports or
other information filed or made public by the Fund (as
from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact
required to be stated or necessary in order to make the
statements not misleading, insofar as the statement or
omission was made in reliance upon, and in conformity
with, information furnished in writing to the Fund by or
on behalf of the Distributor. In no case (i) is the
indemnity of the Distributor in favor of the Fund or any
person indemnified to be deemed to protect the Fund or
any person against any liability to which the Fund or
such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this
Agreement, or (ii) is the Distributor to be liable under
its indemnity agreement contained in this Section 12(b)
with respect to any claim made against the Fund or any
person indemnified unless the Fund or person, as the case
may be, shall have notified the Distributor in writing of
the claim within a reasonable time after the summons or
other first written notification giving information of
the nature of the claim shall have been served upon the
Fund or any such person or after the Fund or such person
shall have received notice of service on any designated
agent. However, failure to notify the Distributor of any
claim shall not relieve the Distributor from any
liability which it may have to the Fund or any person
against whom the action is brought other than on account
of its indemnity agreement contained in this Section
12(b). In the case of any notice to the Distributor, it
shall be entitled to participate, at its own expense, in
the defense, or, if it so elects, to assume the defense
of any suit brought to enforce any claims, but if the
Distributor elects to assume the defense, the defense
shall be conducted by counsel chosen by it and
satisfactory to the Fund, to its officers and trustees
and to any controlling person(s) or any defendants(s) in
the suit. In the event the Distributor elects to assume
the defense of any suit and retain counsel, the Fund or
controlling person(s) or defendant(s) in the suit, shall
bear the fees and expenses of any additional counsel
retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the
Fund, its officers or Trustees, controlling person(s) or
defendant(s) in the suit, for the reasonable fees and
expenses of any counsel retained by them. The
Distributor agrees to notify the Fund promptly of the
commencement of any litigation or proceedings against it
in connection with the issue and sale of any of the
Shares.
13. Liability of the Distributor. The Distributor shall
not be liable for any damages or loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except for damage or loss resulting from willful misfeasance, bad
faith or gross negligence on the Distributor's part in the
performance, or reckless disregard, of its duties under this
Agreement. Any person, even though also an officer, partner,
employee or agent of the Distributor, or any of its affiliates,
who may be or become an officer of the Fund, shall be deemed,
when rendering services to or acting on any business of the Fund
in any such capacity (other than services or business in
connection with the Distributor's duties under this Agreement),
to be rendering such services to or acting solely for the Fund
and not as an officer, partner, employee or agent or one under
the control or direction of the Distributor or any of its
affiliates, even if paid by the Distributor or an affiliate
thereof.
14. Acts of God, etc. The Distributor shall not be liable
for any delays or errors occurring by reason of circumstances not
reasonably foreseeable and beyond its control, including but not
limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of
God, insurrection, war, riot or failure of communication or power
supply. In addition, in the event of equipment breakdowns which
are (i) beyond the reasonable control of the Distributor and (ii)
not primarily attributable to the failure of the Distributor to
reasonable maintain or provide for the maintenance of such
equipment, the Distributor shall, at no additional expense to the
Fund, take reasonable steps in good faith to minimize service
interruptions but shall have no liability with respect thereto.
15. Effectiveness, Termination, etc. This Agreement shall
become effective as of the date first written above, and unless
terminated as provided, shall continue in force for two (2) years
from the date of its execution and thereafter from year to year,
provided continuance is approved at least annually by either (i)
the vote of a majority of the trustees of the Fund, or by the
vote of a majority of the outstanding voting securities of the
Fund, and (ii) the vote of a majority of those trustees of the
Fund who are not interested persons of the Fund and who are not
parties to this Agreement or interested persons of any party,
cast in person at a meeting called for the purpose of voting on
the approval. This Agreement shall automatically terminate in
the event of its assignment. As used in this Section 15, the
terms "vote of a majority of the outstanding voting securities,"
"assignment" and "interested person" shall have the respective
meanings specified in the 1940 Act and the rules enacted
thereunder as now in effect or as hereafter amended. In addition
to termination by failure to approve continuance or by
assignment, this Agreement may at any time be terminated without
the payment of any penalty by vote of a majority of the trustees
of the Fund who are not interested persons of the Fund, or by
vote of a majority of the outstanding voting securities of the
Fund, on not more than sixty (60) days' written notice to the
Fund. This Agreement may be terminated by the Distributor upon
not less than sixty (60) days' prior written notice to the Fund.
16. Amendments. The Distributor and the Fund shall
regularly consult with each other regarding Distributor's
performance of its obligations and its compensation under the
foregoing provisions. In connection therewith, the Fund shall
submit to Distributor at a reasonable time in advance of filing
with the SEC copies of any amended or supplemented registration
statement of the Fund (including exhibits) under the 1933 Act,
and the 1940 Act, and, a reasonable time in advance of their
proposed use, copies of any amended or supplemented forms
relating to any plan, program or service offered by the Fund.
Any change in such materials that would require any change in
Distributor's obligations under the foregoing provisions shall be
subject to the burdened party's approval, which shall not be
unreasonably withheld. In the event that a change in such
documents or in the procedures contained therein increases the
cost or potential liability to the Distributor in performing its
obligations hereunder by more than an insubstantial amount,
Distributor shall be entitled to receive reasonable compensation
therefor.
This Agreement may be amended at any time by mutual consent
of the parties, provided that such consent on the part of the
Fund shall have been approved (i) by the Trustees of the Fund, or
by a vote of a majority of the outstanding voting securities of
the Fund, and (ii) by vote of a majority of the Trustees of the
Fund who are not interested persons of the Distributor or of the
Fund cast in person at a meeting called for the purpose of voting
on such amendment.
17. Notice. Any notice under this Agreement shall be given
in writing addressed and hand delivered or sent by registered or
certified mail, postage prepaid, to the other party to this
Agreement at its principal place of business.
18. 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.
19. 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 (without regard, however, to laws
as to conflicts of law) of the State of Delaware.
20. Shareholder Liability. Distributor acknowledges that
it has received notice of and accepts the limitations of
liability set forth in the Fund's Agreement and Declaration of
Trust. Distributor agrees that the Fund's obligations hereunder
shall be limited to the Fund, and that Distributor shall have
recourse solely against the assets of the Portfolio with respect
to which the Fund's obligations hereunder relate and shall have
no recourse against the assets of any other Portfolio or against
any shareholder, Trustee, officer, employee, or agent of the
Fund.
21. Miscellaneous. Each party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof. The captions in this
Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement
may be executed in two counterparts, each of which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
KIEWIT MUTUAL FUND
By: _____________________________
Ann C. McCulloch, President
RODNEY SQUARE DISTRIBUTORS, INC.
By: _____________________________
Jeffrey O. Stroble, President
Acknowledgment as to reimbursement of fees and
expenses incurred by Rodney Square Distributors, Inc.,
as Distributor of the Fund's K Class Shares:
KIEWIT INVESTMENT MANAGEMENT CORP.
as Administrative Services Agent
By: _____________________________
Ann C. McCulloch, President
Date: ___________________________
DISTRIBUTION AGREEMENT
SCHEDULE A
KIEWIT MUTUAL FUND
Portfolio Listing
Kiewit Money Market Portfolio
Kiewit Government Money Market Portfolio
Kiewit Short-Term Government Portfolio
Kiewit Intermediate-Term Bond Portfolio
Kiewit Tax-Exempt Portfolio
Kiewit Equity Portfolio
Exhibit 24(b)(9)(i)
KIEWIT MUTUAL FUND
RODNEY SQUARE MANAGEMENT CORPORATION
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT made this 19th day February,
1997, by and between Kiewit Mutual Fund, formerly known as Kiewit
Institutional Fund, a Delaware business trust (the "Fund"), and
Rodney Square Management Corporation, a corporation organized
under the laws of the State of Delaware ("Rodney Square"), having
its principal place of business in Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company, and has registered for public sale
under the Securities Act of 1933, as amended (the "1933 Act"),
shares of beneficial interest, par value $0.01 per share
("Shares"), corresponding to one or more separate and distinct
portfolios (individually, a "Portfolio", and collectively, the
"Portfolios");
WHEREAS, each share of a Portfolio represents an undivided
interest in the assets, subject to the liabilities, allocated to
that Portfolio, and each Portfolio has a separate investment
objective and separate investment policies;
WHEREAS, at the present time, the Fund has six Portfolios,
Kiewit Money Market Portfolio, Kiewit Government Money Market
Portfolio, Kiewit Short-Term Government Portfolio, Kiewit
Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt Portfolio and
Kiewit Equity Portfolio.
WHEREAS, at the present time, each Portfolios consists of
and plans to issue, pursuant to separate Prospectuses, two
classes of Shares, a "K Class" (subject to no sales or
distribution charges) and a "S Class" (subject to a distribution
charge pursuant to Rule 12b-1 under the 1940 Act, as stipulated
in the Fund's S Class Prospectus);
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the Fund and Rodney Square agree as
follows:
1. Appointments. The Fund hereby appoints Rodney Square
as transfer agent, registrar and dividend disbursing agent; as
servicing agent in connection with the disbursements of dividends
and distributions; and as shareholders' servicing agent for all
current classes and series of Shares of the Fund, each such
appointment to take and remain in effect as hereinafter provided.
Rodney Square shall act as such and perform its obligations
thereof upon the terms and conditions hereafter set forth, and in
accordance with the principles of principal and agent as
enunciated by the common law.
2. Documents. The Fund has furnished Rodney Square with
copies properly certified or authenticated of each of the
following:
a. Resolutions of the Fund's Board of Trustees
authorizing the appointment of Rodney Square to provide certain
transfer agent services to the Fund and approving this Agreement;
b. Schedule B identifying and containing the
signatures of the Fund's officers and other persons authorized
("Authorized Persons") to sign "Written Instructions" (as
hereinafter defined) on behalf of the Fund;
c. The Fund's Certificate of Trust filed with the
Secretary of the State of Delaware on June 1, 1994 and all
amendments thereto and restatements thereof;
d. The Fund's Agreement and Declaration of Trust and
all amendments thereto and restatements thereof;
e. The Fund's By-Laws and all amendments thereto and
restatements thereof (such By-Laws, as presently in effect and as
they shall from time to time be amended or restated, are herein
called "By-Laws");
f. The Accounting Services Agreement between the Fund
and Rodney Square dated February 19, 1997;
g. The Custodian Agreement between the Fund and WTC
(the "Custodian") effective July 1, 1994;
h. The Administration Agreement between the Fund and
Rodney Square dated February 19, 1997;
i. The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act filed with the
Securities and Exchange Commission ("SEC") on July 25, 1994;
j. The Fund's most recent Registration Statement on
Form N-1A under the 1933 Act (File No. 33-84762) and under the
1940 Act (File No. 811-8648), as filed with the SEC, and all
amendments thereto; and
k. The Fund's most recent prospectus(es)
("Prospectus") and Statements of Additional Information ("SAI")
relating to the Portfolio(s); and
l. If required, a copy of either (i) a filed notice
of eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the
Commodity Exchange Act ("CEA") that is provided in Rule 4.5 under
the CEA, together with all supplements as are required by the
Commodity Futures Trading Commission ("CFTC"), or (ii) a letter
which has been granted the Fund by the CFTC which states that the
Fund will not be treated as a "pool" as defined in Section
4.10(d) of the CFTC's General Regulations, or (iii) a letter
which has been granted the Fund by the CFTC which states that
CFTC will not take any enforcement action if the Fund does not
register as a "commodity pool operator."
The Fund will furnish Rodney Square from time to time with
copies, properly certified or authenticated, of all additions,
amendments or supplements to the foregoing, if any.
3. Definitions.
a. Authorized Person. As used in this Agreement, the
term "Authorized Person" means any officer of the Fund and any
other person, whether or not any such person is an officer of the
Fund, duly authorized by the Trustees of the Fund to give Oral
and Written Instructions on behalf of the Portfolio(s) and
certified by the Secretary or an Assistant Secretary of the Fund
or any amendment thereto as may be received by Rodney Square from
time to time.
b. Oral Instructions. As used in this Agreement, the
term "Oral Instructions" means oral instructions actually
received by Rodney Square from an Authorized Person or from a
person reasonably believed by Rodney Square to be an Authorized
Person. The Fund agrees to deliver to Rodney Square, at the time
and in the manner specified in Section 4(b) of this Agreement,
Written Instructions confirming Oral Instructions signed by two
Authorized Persons and received by Rodney Square.
c. Written Instructions. As used in this Agreement,
the term "Written Instructions" means written instructions on
behalf of the Fund signed by two Authorized Persons, delivered by
hand, mail, telegram, cable, telex or facsimile to, and received
by, Rodney Square.
4. Instructions Consistent with Declaration of Trust, etc.
a. Unless otherwise provided in this Agreement,
Rodney Square shall act only upon Oral or Written Instructions.
Rodney Square, in its capacity under this Agreement, may assume
that any Oral or Written Instructions received hereunder are not
in any way inconsistent with any provisions of this Agreement,
the Fund's Declaration of Trust or By-Laws, or any vote,
resolution or proceeding of the Fund's shareholders, or of the
Fund's Board of Trustees, or of any committee thereof.
b. Rodney Square shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by Rodney Square pursuant to this Agreement. The Fund agrees to
forward to Rodney Square Written Instructions confirming Oral
Instructions in such manner that the Written Instructions are
received by Rodney Square by the close of business of the same
day that such Oral Instructions are given to Rodney Square. The
Fund agrees that the fact that confirming Written Instructions
are not received by Rodney Square shall in no way affect the
validity or enforceability of the transactions authorized by Oral
Instructions. The Fund agrees that Rodney Square shall incur no
liability to the Fund in acting upon Oral Instructions, provided
such instructions reasonably appear to have been received from an
Authorized Person.
5. Transactions Not Requiring Instructions. In the
absence of contrary Written Instructions, Rodney Square is
authorized to take the following actions:
a. Issuance of Shares. Upon receipt of a purchase
order from the "Distributor", as defined in the Distribution
Agreement between the Fund and Rodney Square Distributions, Inc.,
or a prospective shareholder for the purchase of Shares and
sufficient information to enable Rodney Square to establish a
shareholder account or to issue Shares to an existing shareholder
account, and after confirmation of receipt or crediting of
Federal funds for such order from Rodney Square's designated
bank, Rodney Square shall issue and credit the account of the
investor or other record holder with Shares in the manner
described in the Prospectus. Rodney Square shall deposit all
checks received from prospective shareholders into an account on
behalf of the Fund, and shall promptly transfer all Federal
funds received from such checks to the Custodian, as defined in
the Custodian Agreement between the Fund and Wilmington Trust
Company. (References herein to "Custodian" shall also be
construed to refer to a "Sub-Custodian" if such appointment has
been made pursuant to the Custodian Agreement.) If so directed
by the Distributor, the confirmation supplied to the shareholder
to mark such issuance will be accompanied by a Prospectus.
b. Transfer of Shares; Uncertificated Securities.
Where a shareholder does not hold a certificate representing the
number of Shares in its account and does provide Rodney Square
with instructions for the transfer of such Shares which include a
signature guaranteed by a commercial bank, trust company or
member firm of a national securities exchange and such other
appropriate documentation to permit a transfer, then Rodney
Square shall register such Shares and shall deliver them pursuant
to instructions received from the transferor, pursuant to the
rules and regulations of the SEC, and the laws of the State of
Delaware relating to the transfer of shares of beneficial
interest
c. Share Certificates. If at any time the Portfolio
issues Share stock certificates, the following provisions will
apply:
(1) The Fund will supply Rodney Square with a
sufficient supply of stock certificates
representing Shares, in the form approved from
time to time by the Trustees of the Fund, and,
from time to time, shall replenish such supply
upon request of Rodney Square. Such stock
certificates shall be properly signed, manually or
by facsimile signature, by the duly authorized
officers of the Fund, and shall bear the corporate
seal or facsimile thereof of the Fund, and
notwithstanding the death, resignation or removal
of any officer of the Fund, such executed
certificates bearing the manual or facsimile
signature of such officer shall remain valid and
may be issued to shareholders until Rodney Square
is otherwise directed by Written Instructions.
(2) In the case of the loss or destruction of any
certificate representing Shares, no new
certificate shall be issued in lieu thereof,
unless there shall first have been furnished an
appropriate bond of indemnity issued by a surety
company approved by Rodney Square.
(3) Upon receipt of signed Share stock
certificates, which shall be in proper form for
transfer, and upon cancellation or destruction
thereof, Rodney Square shall countersign, register
and issue new certificates for the same number of
Shares and shall deliver them pursuant to
instructions received from the transferor, the
rules and regulations of the SEC, and the laws of
the State of Delaware relating to the transfer of
shares of beneficial interest.
(4) Upon receipt of Share stock certificates,
which shall be in proper form for transfer,
together with the shareholder's instructions to
hold such Share certificates for safekeeping,
Rodney Square shall reduce such Shares to
uncertificated status, while retaining the
appropriate registration in the name of the
shareholder upon the transfer books.
(5) Upon receipt of written instructions from a
shareholder of uncertificated securities for a
certificate in the number of Shares in its
account, Rodney Square will issue such Share stock
certificates and deliver them to the shareholder.
d. Redemption of Shares. Upon receipt of a
redemption order from the Distributor or a shareholder, Rodney
Square shall redeem the number of Shares indicated thereon from
the redeeming shareholder's account and receive from the Fund's
Custodian and disburse pursuant to the instructions of a
redeeming shareholder or his or her agent the redemption proceeds
therefor, or arrange for direct payment of redemption proceeds by
the Custodian to the redeeming shareholder or as instructed by
the shareholder or his or her agent, in accordance with such
procedures and controls as are mutually agreed upon from time to
time by and among the Fund, Rodney Square and the Fund's
Custodian.
6. Shares. The Fund agrees to notify Rodney Square
promptly of any change in the number of authorized Shares and of
any change in the number of Shares registered under the 1933 Act
or termination of the Fund's declaration under Rule 24f-2 of the
1940 Act. The Fund has advised Rodney Square, as of the date
hereof, of the number of Shares (a) held in any redemption or
repurchase account, and (b) registered under the 1933 Act which
are unsold. In the event that the Fund shall declare a stock
dividend, a stock split or a reverse stock split, the Fund shall
deliver to Rodney Square a certificate, upon which Rodney Square
shall be entitled to rely for all purposes, certifying (i) the
number of Shares involved, (ii) that all appropriate corporate
action has been taken, and (iii) that any amendment to the
Certificate of Trust of the Fund which may be required has been
filed and is effective. Such certificate shall be accompanied by
an opinion of counsel to the Fund relating to the legal adequacy
and effect of the transaction.
7. Dividends and Distributions. The Fund shall furnish
Rodney Square with appropriate evidence of action by the Fund's
Trustees authorizing the declaration and payment of dividends and
distributions as described in the Prospectus. After deducting
any amount required to be withheld by any applicable tax laws,
rules and regulations or other applicable laws, rules and
regulations, Rodney Square shall, in accordance with instructions
in proper form from a shareholder and the provisions of the
Fund's Agreement and Declaration of Trust and Prospectus and/or
SAI, issue and credit the account of the shareholder with Shares,
or, if the shareholder so elects, pay such dividends or
distributions in cash to the shareholder in the manner described
in the Prospectus and/or SAI. In lieu of receiving from the
Fund's Custodian and paying to shareholders cash dividends or
distributions, Rodney Square may arrange for the direct payment
of cash dividends and distributions to shareholders by the
Custodian, in accordance with such procedures and controls as are
mutually agreed upon from time to time by and among the Fund,
Rodney Square and the Fund's Custodian.
Rodney Square shall prepare, file with the Internal Revenue
Service and other appropriate taxing authorities, and address and
mail to shareholders such returns and information relating to
dividends and distributions paid by the Fund as are required to
be so prepared, filed and mailed by applicable laws, rules and
regulations, or such substitute form of notice as may from time
to time be permitted or required by the Internal Revenue Service.
On behalf of the Fund, Rodney Square shall mail certain requests
for shareholders' certifications under penalties of perjury and
pay on a timely basis to the appropriate Federal authorities any
taxes to be withheld on dividends and distributions paid by the
Fund, all as required by applicable Federal tax laws and
regulation.
In accordance with the Prospectus, resolutions of the Fund's
Trustees that are not inconsistent with this Agreement and are
provided to Rodney Square from time to time, and such procedures
and controls as are mutually agreed upon from time to time by and
among the Fund, Rodney Square and the Fund's Custodian, Rodney
Square shall (a) arrange for issuance of Shares obtained through
transfers of funds from shareholders' accounts at financial
institutions; and (b) arrange for the exchange of Fund Shares for
shares of other eligible investment companies, if and as
permitted by the Fund Prospectus.
8. Communications with Shareholders.
a. Communications to Shareholders. Rodney Square
will address and mail all communications by the Fund to its
shareholders, including reports to shareholders, confirmations of
purchases and sales of Shares, monthly statements, dividend and
distribution notices and proxy material for its meetings of
shareholders. Rodney Square will receive and tabulate the proxy
cards for shareholder meetings.
b. Correspondence. Rodney Square will answer such
correspondence from shareholders, securities brokers and others
relating to its duties hereunder and such other correspondence as
may from time to time be mutually agreed upon between Rodney
Square and the Fund.
9. Services to be Performed. Rodney Square shall be
responsible for administering and/or performing transfer agent
functions, for acting as service agent in connection with
dividend and distribution functions and for performing
shareholder account functions in connection with the issuance,
transfer and redemption or repurchase (including coordination
with the Fund's Custodian bank in connection with shareholder
redemption by check) of the Fund's Shares as set forth in
Schedule B. The details of the operating standards and
procedures to be followed shall be determined from time to time
by agreement between Rodney Square and the Fund.
10. Record Keeping and Other Information.
a. Rodney Square shall maintain records of the
accounts for each shareholder showing the items listed in
Schedule C.
b. Rodney Square shall create and maintain all
necessary records in accordance with all applicable laws, rules
and regulations, including but not limited to records required by
Section 31(a) of the 1940 Act and the rules thereunder and any
applicable regulations of the Federal Deposit Insurance
Corporation ("FDIC") or any successor regulatory authority, as
the same may be amended from time to time, and those records
pertaining to the various functions performed by it hereunder.
All records shall be the property of the Fund at all times and
shall be available for inspection and use by the Fund. Where
applicable, such records shall be maintained by Rodney Square for
the periods and in the places required by Rule 31a-2 under the
1940 Act and any applicable regulations of the FDIC or any
successor regulatory authority.
11. Audit, Inspection and Visitation. Rodney Square shall
make available during regular business hours all records and
other data created and maintained pursuant to this Agreement for
reasonable audit and inspection by the Fund or any person
retained by the Fund. Upon reasonable notice by the Fund, Rodney
Square shall make available during regular business hours its
facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the
Fund, or any person retained by the Fund.
12. Compensation. Compensation for services and duties
performed pursuant to this Agreement will be paid by the Fund to
Rodney Square as stipulated in Schedule D hereto. Certain other
fees due and expenses incurred pursuant to this Agreement shall
be payable by the Fund, or the shareholder on whose behalf the
service is performed, to Rodney Square and are also listed in
Schedule D.
The Fund shall reimburse Rodney Square for all reasonable
out-of-pocket expenses incurred by Rodney Square or its agents in
the performance of its obligations hereunder. Such reimbursement
for expenses incurred in any calendar month shall be made on or
before the tenth day of the next succeeding month
The term "out-of-pocket expenses" shall include, but not be
limited to, the following expenses incurred by Rodney Square in
the performance of its obligations hereunder: the cost of
stationery and forms (including but not limited to checks, proxy
cards, and envelopes), the cost of postage, the cost of insertion
of non-standard size materials in mailing envelopes and other
special mailing preparation by outside firms, the cost of
first-class mailing insurance, the cost of external electronic
communications as approved by the Trustees (to include telephone
and telegraph equipment and an allocable portion of the cost of
personnel responsible for the maintenance of such equipment),
toll charges, data communications equipment and line charges and
the cost of microfilming of shareholder records (including both
the cost of storage as well as charges for access to such
records). If Rodney Square shall undertake the responsibility
for microfilming shareholder records, it may be separately
compensated therefor in an amount agreed upon by the principal
financial officer of the Fund and Rodney Square, such amount not
to exceed the amount which would be paid to an outside firm for
providing such microfilming services.
13. Use of Rodney Square's Name. The Fund shall not use
the name of Rodney Square in any Prospectus, SAI, sales
literature or other material relating to the Fund in a manner not
approved prior thereto, provided, however, that Rodney Square
shall approve all uses of its name which merely refer in accurate
terms to its appointments hereunder or which are required by the
SEC or a state securities commission and, provided further, that
in no event shall such approval be unreasonably withheld.
14. Use of Fund's Name. Rodney Square shall not use the
name of the Fund or the Portfolios of the Fund or material
relating to the Fund or the Portfolios on any checks, bank
drafts, bank statements or forms for other than internal use in a
manner not approved prior thereto, provided, however, that the
Fund shall approve all uses of its name which merely refer in
accurate terms to the appointment of Rodney Square hereunder or
which are required by the FDIC, the SEC or a state securities
commission, and, provided, further, that in no event shall such
approval be unreasonably withheld.
15. Security. Rodney Square represents and warrants that
the various procedures and systems which Rodney Square has
implemented with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause (including
provision for twenty-four hours a day restricted access) the
Fund's blank checks, records and other data and Rodney Square's
records, data, equipment, facilities and other property used in
the performance of its obligations hereunder are adequate and
that it will make such changes therein from time to time as in
its judgment are required for the secure performance of its
obligations hereunder. The parties shall review such systems and
procedures on a periodic basis.
16. Insurance. Upon request, Rodney Square shall provide
the Fund with details regarding its insurance coverage, and
Rodney Square shall notify the Fund should any of its insurance
coverage be materially changed. Such notification shall include
the date of change and the reason or reasons therefor. Rodney
Square shall notify the Fund of any material claims against it,
whether or not they may be covered by insurance and shall notify
the Fund from time to time as may be appropriate of the total
outstanding claims made by Rodney Square under its insurance
coverage.
17. Appointment of Agents. Neither this Agreement nor any
rights or obligations hereunder may be assigned by Rodney Square
without the written consent of the Fund. Rodney Square may,
however, at any time or times in its discretion appoint (and may
at any time remove) any other bank or trust company, which is
itself qualified under the Securities Exchange Act of 1934 (the
"1934 Act") to act as a transfer agent, as its agent to carry out
such of the services to be performed under this agreement as
Rodney Square may from time to time direct; provided, however,
that the appointment of any agent shall not relieve Rodney Square
of any of its responsibilities or liabilities hereunder.
18. Delegation. On thirty (30) days' prior written notice
to the Fund, Rodney Square may assign any part or all its rights
and delegate its duties hereunder to any affiliate, provided that
(i) the delegate agrees with Rodney Square to comply with all
relevant provisions of the 1940 Act and applicable rules and
regulations thereunder; (ii) Rodney Square shall remain
responsible for the performance of all of its duties under this
Agreement; (iii) Rodney Square and such delegate shall promptly
provide such information as the Fund may request; and (iv) Rodney
Square shall respond to such questions as the Fund may ask,
relative to the delegation, including (without limitation) the
capabilities of the delegate.
19. Indemnification.
a. The Fund agrees to indemnify and hold harmless
Rodney Square, its directors, officers, employees, agents and
representatives (collectively, "Representatives") from all taxes,
charges, expenses, assessments, claims and liabilities including,
without limitation, liabilities arising under the 1933 Act, the
1934 Act, the 1940 Act and any applicable state and/or foreign
securities laws or amendments thereto (the "Securities Laws"),
and expenses, including without limitation reasonable attorneys'
fees and disbursements arising directly or indirectly from any
action or omission to act which Rodney Square takes (i) at the
request of or on the direction of or in reliance on the advice of
the Fund or (ii) upon Oral or Written Instructions. Neither
Rodney Square nor any of its Representatives shall be indemnified
against any liability (or any expenses incident to such
liability) arising out of Rodney Square's or its Representatives'
own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold
harmless the Fund from all taxes, charges, expenses, assessments,
claims and liabilities arising from Rodney Square's obligations
pursuant to this Agreement (including, without limitation,
liabilities arising under the Securities Laws) and expenses,
including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of Rodney
Square's or its Representatives' own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
c. In order that the indemnification provisions
contained in this Section 19 shall apply, upon the assertion of a
claim for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly notify
the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option
to participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any case
in which the other party may be required to indemnify it except
with the other party's prior written consent.
20. Responsibility of Rodney Square. Rodney Square shall
be under no duty to take any action on behalf of the Fund except
as specifically set forth herein or as may be specifically agreed
to by Rodney Square in writing. Rodney Square shall be obligated
to exercise due care and diligence in the performance of its
duties hereunder, to act in good faith and to use its best
efforts in performing the services provided for under this
Agreement. Rodney Square shall be liable for any damages arising
out of or in connection with Rodney Square's performance of or
omission or failure to perform its duties under this Agreement to
the extent such damages arise out of Rodney Square's negligence,
reckless disregard of its duties, bad faith or willful
misfeasance.
Without limiting the generality of the foregoing or of any
other provision of this Agreement, Rodney Square, in connection
with its duties under this Agreement, shall not be under any duty
or obligation to inquire into and shall not be liable for (i) the
validity or invalidity or authority or lack thereof of any Oral
or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which
Rodney Square reasonably believes to be genuine; or (ii) subject
to the provisions of Section 21 hereof, delays or errors or loss
of data occurring by reason of circumstances beyond Rodney
Square's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, flood or
catastrophe, acts of God, insurrection, war, riots or failure of
the mails, transportation, communication or power supply.
21. Acts of God, etc. Rodney Square shall not be liable
for delays or errors occurring by reason of circumstances beyond
its control, including but not limited to acts of civil or
military authority, national emergencies, labor difficulties,
fire, flood or catastrophe, acts of God, insurrection, war,
riots, or failure of the mails, transportation, communication or
power supply. In the event of equipment breakdowns beyond its
control, Rodney Square shall, at no additional expense to the
Fund, take reasonable steps to minimize service interruptions,
but shall have no liability with respect thereto. Rodney Square
shall enter into and shall maintain in effect with appropriate
parties one or more agreements making reasonable provision for
emergency use of electronic data processing equipment to the
extent appropriate equipment is available.
22. Amendments. Rodney Square and the Fund shall regularly
consult with each other regarding Rodney Square's performance of
its obligations and its compensation hereunder. In connection
therewith, the Fund shall submit to Rodney Square, at a
reasonable time in advance of filing with the SEC, copies of any
amended or supplemented registration statements (including
exhibits) under the 1933 Act and the 1940 Act, and a reasonable
time in advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service
offered by the Fund. Any change in such material which would
require any change in Rodney Square's obligations hereunder shall
be subject to Rodney Square's approval, which shall not be
unreasonably withheld. In the event that such change materially
increases the cost to Rodney Square of performing its obligations
hereunder, Rodney Square shall be entitled to receive reasonable
compensation therefor.
23. Duration, Termination, etc. Neither this Agreement nor
any provisions hereof may be changed, waived or discharged
orally, but only by written instrument which shall make specific
reference to this Agreement and which shall be signed by the
party against which enforcement of such change, waiver or
discharge is sought.
This Agreement shall become effective as of the close of
business on the date first written above, and unless terminated
as hereinafter provided, shall continue in effect for two (2)
years from the date of its execution and thereafter from year to
year.
This Agreement may be terminated by a vote of the Board of
Trustees of the Fund, or by a vote of a majority of the
outstanding voting securities of any one or more of the Fund's
Portfolios, upon written notice to Rodney Square, in the event of
a material breach remaining uncured for thirty (30) days after
due written notification of such breach has been issued by the
Fund to, and received by, Rodney Square. "Material breach"
includes gross negligence in the performance of the duties of
Rodney Square, as well as a material breach of a provision of
this Agreement. However, in the event of a material breach
resulting from willful misconduct or reckless disregard of the
duties of Rodney Square or its employees, this Agreement may be
terminated thirty (30) days after written notification of such
breach has been issued by the Fund to, and received by, Rodney
Square.
Furthermore, this Agreement may be terminated by the
Fund if a majority of the Board of Trustees votes to approve such
a termination, for any of the following reasons: (a) the Fund
ceases doing business, liquidates, and distributes all remaining
assets to its shareholders; (b) the merger of the Fund with
another registered investment company, substantially all of the
assets of which are owned by shareholders not presently
affiliated with or related to the shareholders of the Fund or
Kiewit Investment Trust; (c) the merger with or sale of
substantially all of the assets of Kiewit Investment Management
Corporation to a person not presently affiliated with or related
to the shareholders of the Fund or Kiewit Investment Trust; or
(d) any other event of similar kind, which results in a
fundamental change in the nature of the mutual fund business of
the Fund or Kiewit Investment Trust. The reasons set forth in
this paragraph may be applied to terminate this Agreement with
respect to one or more Series, as well as to the Fund itself.
Termination shall occur at the time of the relevant event, but
not earlier than six (6) months after written notification issued
by the Fund to, and received by, Rodney Square.
This Agreement may also be terminated by Rodney Square, upon
written notice to the Fund, in the event of a material breach
remaining uncured for sixty (60) days after due written
notification of such breach has been issued by Rodney Square to,
and received by, the Fund.
Termination shall not relieve the parties of duties and
obligations accrued prior to termination (including the duty to
pay accrued fees and expenses), nor those duties which by their
nature survive termination (such as the duty to maintain the
confidentiality of information, and the duty to transfer assets
and records to successors in an orderly and cooperative manner).
Upon the termination hereof, the Fund shall reimburse Rodney
Square any fees incurred as a result of the termination
conversion for any out-of-pocket expenses reasonably incurred by
Rodney Square including or during the period prior to the date of
such termination. In the event that the Fund designates a
successor to any of Rodney Square's obligations hereunder, Rodney
Square shall, at the expense and direction of the Fund, transfer
to such successor a certified list of the shareholders of the
Fund (with name, address, and, if provided, tax identification or
Social Security number), a complete record of the account of each
shareholder, and all other relevant books, records and other data
established or maintained by Rodney Square hereunder. Rodney
Square shall be liable for any losses sustained by the Fund as a
result of Rodney Square's failure to accurately and promptly
provide these materials.
24. Registration as a Transfer Agent. Rodney Square
represents that it is currently registered with the appropriate
Federal agency for the registration of transfer agents, and that
it will remain so registered for the duration of this Agreement.
Rodney Square agrees that it will promptly notify the Fund in the
event of any material change in its status as a registered
transfer agent. Should Rodney Square fail to be registered with
the Federal Deposit Insurance Company or any successor regulatory
authority as a transfer agent at any time during this Agreement,
the Fund may, on written notice to Rodney Square, immediately
terminate this Agreement.
25. Notice. Any notice under this Agreement shall be given
in writing addressed and delivered or mailed, postage prepaid, to
the other party to this Agreement at its principal place of
business.
26. 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.
27. 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 governed and construed
according to the laws (without regard, however, to laws as to
conflicts of law) of the State of Delaware.
28. Shareholder Liability. Rodney Square acknowledges that
it has received notice of and accepts the limitations of
liability set forth in the Fund's Agreement and Declaration of
Trust. Rodney Square agrees that the Fund's obligations
hereunder shall be limited to the Fund, and that Rodney Square
shall have recourse solely against the assets of the Portfolios
with respect to which the Fund's obligations hereunder relate and
shall have no recourse against the assets of any other Portfolio
or against any shareholder, Trustee, officer, employee, or agent
of the Fund.
29. Miscellaneous. Both parties agree to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof. The captions in this
Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement
may be executed simultaneously in two counterparts, each of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
agreement as of the day and year first above written.
KIEWIT MUTUAL FUND
By: /s/ Ann McCulloch
Ann McCulloch, President
RODNEY SQUARE MANAGEMENT
CORPORATION
By: /s/ Martin L. Klopping
Martin L. Klopping,
President
TRANSFER AGENCY AGREEMENT
SCHEDULE A
KIEWIT MUTUAL FUND
Fund Listing
Kiewit Money Market Portfolio
Kiewit Government Money Market Portfolio
Kiewit Short-Term Government Portfolio
Kiewit Intermediate-Term Bond Portfolio
Kiewit Tax-Exempt Portfolio
Kiewit Equity Portfolio
TRANSFER AGENCY AGREEMENT
SCHEDULE B
KIEWIT MUTUAL FUND
Services to be Performed
Rodney Square will perform the following functions as transfer
agent on an ongoing basis with respect to each Portfolio:
a. furnish state-by-state registration reports;
b. provide toll-free lines for direct shareholder use,
plus customer liaison staff with on-line inquiry capacity;
c. mail duplicate confirmations to dealers and other
financial institutions ("Service Organizations") of their
clients' activity, whether executed through the Service
Organization or directly with Rodney Square;
d. provide detail for Service Organization confirmations
and other Service Organization shareholder accounting, in
accordance with such procedures as may be agreed upon
between the Fund and Rodney Square;
e. provide shareholder lists and statistical information
concerning shareholder accounts to the Fund;
f. provide timely notification of Fund activity and such
other information as may be agreed upon from time to time
between Rodney Square and the Fund or the Custodian, to the
Fund or the Custodian; and
g. with respect to dividends and distributions, prepare
and file required reports with the Internal Revenue Service
("IRS"), prepare and mail reports to shareholders as
required by the IRS and as described in the Fund's latest
effective SEC registration statement.
TRANSFER AGENCY AGREEMENT
SCHEDULE C
KIEWIT MUTUAL FUND
Shareholder Records
Rodney Square shall maintain records of the accounts for each
shareholder showing the following information:
a. name, address and United States Tax Identification or
Social Security number;
b. number of Shares held and number of Shares for which
certificates, if any, have been issued, including
certificate numbers and denominations;
c. historical information regarding the account of each
shareholder, including dividends and distributions paid and
the date and price for all transactions on a shareholder's
account;
d. any stop or restraining order placed against a
shareholder's account;
e. any correspondence relating to the current maintenance
of a shareholder's account;
f. information with respect to withholding; and,
g. any information required in order for Rodney Square to
perform any calculations contemplated or required by this
Agreement.
TRANSFER AGENCY AGREEMENT
SCHEDULE D
KIEWIT MUTUAL FUND
Fee Schedule
For the services Rodney Square provides under the Transfer Agency
Agreement attached hereto, Kiewit Mutual Fund (the "Fund") agrees
to pay Rodney Square a fee for transfer agency services equal to
$15,000 per annum for each Class of Fund Shares issued by each
Fund Portfolio, payable monthly, plus, for any Class exceeding
500 shareholder accounts, an additional account fee as follows:
Fee per Annum
Type of Fund/Account per Account
Annual Dividend $15
Semi-Annual Dividend $15
Quarterly Dividend $15
Monthly Dividend $17.50
Daily Accrued Dividend $20
Out of pocket expenses shall be reimbursed by the Fund to Rodney
Square or paid directly by the Fund. Such expenses include but
are not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current
prevailing rates)
d. Hardware/phone lines for remote terminal(s) (if
required)
e. Microfiche/Microfilm
f. Wire fee for receipt or disbursement
g. Mailing fees
h. Cost of proxy solicitation, mailing and tabulation
(if required)
i. Certificate issuance
j. Record retention storage
k. Development/programming costs/special projects -
time and material
l. ACH transaction charges
m. "B" notice mailing
n. Locating lost shareholders in anticipation of
escheating
Additional Expenses (which may be paid by Fund shareholders)
a. IRA Processing $10.00 per account per annum
$ 5.00 new account set up fee
(waived)
$ 2.50 per distribution (waived)
$10.00 per plan transfer out
b. Exchange Fees $ 5.00 per transaction
Payment
The above will be billed to the Fund within the first ten
(10) business days of each month, and shall be paid by the
Fund by wire transfer within five (5) business days of
billing receipt.
KIEWIT MUTUAL FUND
By: /s/ Ann McCulloch
Ann McCulloch, President
RODNEY SQUARE MANAGEMENT CORPORATION
By: /s/ Martin L. Klopping
Martin L. Klopping, President
Exhibit 24(b)(9)(ii)
KIEWIT MUTUAL FUND
RODNEY SQUARE MANAGEMENT CORPORATION
ACCOUNTING SERVICES AGREEMENT
THIS ACCOUNTING SERVICES AGREEMENT made this 19th day of
February, 1997, by and between Kiewit Mutual Fund, formerly known
as Kiewit Institutional Fund, a Delaware business trust (the
"Fund"), and Rodney Square Management Corporation, a corporation
organized under the laws of the State of Delaware ("Rodney
Square"), having its principal place of business in Wilmington,
Delaware.
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company and has registered for public sale
under the Securities Act of 1933, as amended (the "1933 Act"),
shares of beneficial interest, par value $0.01 per share
("Shares"), corresponding to one or more separate and distinct
portfolios (individually, a "Portfolio", and collectively, the
"Portfolios");
WHEREAS, each Share of a Portfolio represents an undivided
interest in the assets, subject to the liabilities, allocated to
that Portfolio, and each Portfolio has a separate investment
objective and separate investment policies;
WHEREAS, at the present time, the Fund consists of six
Portfolios, Kiewit Money Market Portfolio, Kiewit Government
Money Market Portfolio; Kiewit Short-Term Government Portfolio,
Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt
Portfolio and Kiewit Equity Portfolio
WHEREAS, at the present time, each Portfolio consists of and
plans to issue, pursuant to separate Prospectuses, two classes of
Shares, a "K Class" (subject to no sales or distribution charges)
and a "S Class" (subject to a distribution charge pursuant to
Rule 12b-1 under the 1940 Act, as stipulated in the Fund's S
Class Prospectus);
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in this Agreement, the Fund and Rodney Square
agree as follows:
1. Appointment. The Fund hereby appoints Rodney
Square to provide certain accounting services to the Fund for the
period and on the terms set forth in this Agreement. Rodney
Square accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation provided
for in Section 11 of this Agreement. Rodney Square agrees to
comply with all relevant provisions of the 1940 Act and
applicable rules and regulations thereunder, and to remain open
for business on any day which a Portfolio considers a business
day. The Fund may from time to time issue separate series or
classes or classify and reclassify shares of such series or
class. Rodney Square shall identify to each such series or class
property belonging to such series or class and, in such reports,
confirmations and notices to the Fund called for under this
Agreement, shall identify the series or class to which such
report, confirmation or notice pertains.
2. Documents. The Fund has furnished Rodney Square
with copies properly certified or authenticated of each of the
following:
a. Resolutions of the Fund's Board of Trustees
authorizing the appointment of Rodney Square to provide certain
administration services to the Fund and approving this Agreement;
b. Schedule B identifying and containing the
signatures of the Fund's officers and other persons authorized
("Authorized Persons") to issue "Written Instructions" (as
hereinafter defined);
c. The Fund's Certificate of Trust filed with the
Secretary of the State of Delaware on June 1, 1994 and all
amendments thereto and restatements thereof;
d. The Fund's Agreement and Declaration of Trust
and all amendments thereto and restatements thereof;
e. The Fund's By-Laws and all amendments thereto
and restatements thereof (such By-Laws as presently in effect and
as they shall from time to time be amended or restated, are
herein called "By-Laws");
f. The Administration Agreement between the Fund
and Rodney Square dated February 19, 1997;
g. The Custodian Agreement between the Fund and
Wilmington Trust Company (the "Custodian") effective July 1,
1994;
h. The Transfer Agency Agreement between the Fund
and Rodney Square dated February 19, 1997;
i. The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act filed with the
Securities and Exchange Commission ("SEC") on July 19, 1994;
j. The Fund's most recent Registration Statement
on Form N-1A under the 1933 Act (File No. 33-84762) and under the
1940 Act (File No. 811-8648), as filed with the SEC, and all
amendments thereto;
k. The Fund's most current Prospectus(es)
("Prospectus") and Statement(s) of Additional Information ("SAI")
relating to the Portfolios; and
l. If required, a copy of either (i) a filed
notice of eligibility to claim the exclusion from the definition
of "commodity pool operator" contained in Section 2(a)(1)(A) of
the Commodity Exchange Act ("CEA") that is provided in Rule 4.5
under the CEA, together with all supplements as are required by
the Commodity Futures Trading Commission ("CFTC"), or (ii) a
letter which has been granted the Fund by the CFTC which states
that the Fund will not be treated as a "pool" as defined in
Section 4.10(d) of the CFTC's General Regulations, or (iii) a
letter which has been granted the Fund by the CFTC which states
that CFTC will not take any enforcement action if the Fund does
not register as a "commodity pool operator."
The Fund will furnish Rodney Square from time to time
with copies, properly certified or authenticated, of all
additions, amendments or supplements to the foregoing, if any.
3. Instructions Consistent with Declaration of Trust, etc.
a. Unless otherwise provided in this Agreement,
Rodney Square shall act only upon Oral and Written Instructions.
("Oral Instructions", as used in this Agreement, means oral
instructions actually received by Rodney Square from an
Authorized Person or from a person reasonably believed by Rodney
Square to be an Authorized Person. "Written Instructions", as
used in this Agreement, means written instructions on behalf of
the Fund signed by two Authorized Persons, delivered by hand,
mail, telegram, cable, telex or facsimile to, and received by,
Rodney Square. "Authorized Person", as used in this Agreement,
means any officer of the Fund and any other person, whether or
not any such person is an officer of the Fund, duly authorized by
the Trustees of the Fund to give Oral and Written Instructions on
behalf of the Portfolio(s) and certified by the Secretary or an
Assistant Secretary of the Fund or any amendment thereto as may
be received by Rodney Square from time to time.) Rodney Square
in its capacity under this Agreement may assume that any Oral or
Written Instructions received hereunder are not in any way
inconsistent with any provisions of the Fund's Declaration of
Trust or Bylaws, or with any vote, resolution or proceeding of
the Fund's shareholders, or of the Fund's Board of Trustees, or
of any committee thereof.
b. Rodney Square shall be entitled to rely upon
any Oral Instructions and any Written Instructions actually
received by Rodney Square pursuant to this Agreement. The Fund
agrees to forward to Rodney Square Written Instructions
confirming Oral Instructions in such manner that the Written
Instructions are received by Rodney Square, by the close of
business of the same day that such Oral Instructions are given to
Rodney Square. The Fund agrees that the fact that confirming
Written Instructions are not received by Rodney Square shall in
no way affect the validity or enforceability of the transactions
authorized by Oral Instructions. The Fund agrees that Rodney
Square shall incur no liability to the Fund in acting upon Oral
Instructions, provided that such instructions reasonably appear
to have been received from an Authorized Person.
4. Portfolio Accounting.
a. Rodney Square shall provide the following
accounting functions on a daily basis:
(1) Journalize each Portfolio's
capital share and income and
expense activities;
(2) Reconcile cash balances of each Portfolio with
the Custodian;
(3) Post to and prepare each Portfolio's Statement
of Assets and Liabilities and Statement of
Operations;
(4) Calculate expenses payable pursuant to the
Fund's various contractual obligations;
(5) Control all disbursements from the Fund on
behalf of each Portfolio and authorize such
disbursements upon Written Instructions;
(6) Determine each Portfolio's net income;
(7) Compute the net asset value of each Portfolio;
(8) Compute each Portfolio's yield, total return,
expense and net income ratios, and portfolio
turnover rate; and
(9) Prepare and monitor the expense accruals and
notify Fund management of any proposed
adjustments.
b. In addition, Rodney Square will:
(1) Prepare monthly financial
statements, which will include
without limitation each
Portfolio's Schedule of
Investments, Statement of
Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net
Assets, Cash Statement, and
Schedule of Capital Gains and
Losses;
(2) Supply various Fund and Portfolio statistical
data as requested on an ongoing basis;
(3) Assist in the preparation of support schedules
necessary for completion of Federal and state
tax returns;
(4) Assist in the preparation and filing of the
Fund's annual and semiannual reports with the
SEC on Form N-SAR;
(5) Assist in the preparation and filing of the
Fund's annual and semiannual reports to
shareholders and proxy statements;
(6) Assist with the preparation of amendments to
the Fund's registration statements on Form
N-1A and other filings relating to the
registration of Fund Shares;
(7) Monitor each Portfolio's status as a
"regulated investment company" under
Subchapter M of the Internal Revenue Code of
1986, as amended from time to time (the
"Code"); and
(8) Determine the amount of dividends and other
distributions payable to shareholders as
necessary to, among other things, maintain the
qualification as a "regulated investment
company" of each Portfolio of the Fund under
the Code.
5. Recordkeeping and Other Information. Rodney Square
shall create and maintain all necessary records in accordance
with all applicable laws, rules and regulations, including, but
not limited to, records required by Section 31(a) of the 1940 Act
and the rules thereunder, as the same may be amended from time to
time, pertaining to the various functions (described above)
performed by it and not otherwise created and maintained by
another party pursuant to contract with the Fund. All records
shall be the property of the Fund at all times and shall be
available for inspection and use by the Fund or the Fund's
authorized representatives. Upon reasonable request by the Fund,
copies of such records shall be provided by Rodney Square to the
Fund or the Fund's authorized representatives at the Fund's
expense. Where applicable, such records shall be maintained by
Rodney Square for the periods and in the places required by Rule
31a-2 under the 1940 Act.
6. Liaison With Accountants. Rodney Square shall act
as liaison with the Fund's independent public accountants and
shall provide account analysis, fiscal year summaries and other
audit related schedules. Rodney Square shall take all reasonable
action in the performance of its obligations under this Agreement
to assure that the necessary information is made available to
such accountants for the expression of their opinion, as such may
be required by the Fund from time to time.
7. Confidentiality. Rodney Square agrees on behalf of
itself and its employees to treat confidentially and as
proprietary information of the Fund all records and other
information relative to the Fund and its prior, present or
potential shareholders, and not to use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except, after prior
notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be
withheld where Rodney Square may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when
so requested by the Fund.
8. Equipment Failure. In the event of equipment
failures beyond Rodney Square's control, Rodney Square shall, at
no additional expense to the Fund, take reasonable steps to
minimize service interruptions, but shall have no liability with
respect thereto. Rodney Square shall enter into and shall
maintain in effect with appropriate parties one or more
agreements making reasonable provision of emergency use of
electronic data processing equipment to the extent appropriate
equipment is available.
9. Right to Receive Advice.
a. Advice of Fund. If Rodney Square shall be in
doubt as to any action to be taken or omitted by it, it may
request, and shall receive, from the Fund directions or advice,
including Oral or Written Instructions where appropriate.
b. Advice of Counsel. If Rodney Square shall be
in doubt as to any question of law involved in any action to be
taken or omitted by Rodney Square, it may request advice at its
own cost from counsel of its own choosing (who may be the
regularly retained counsel for the Fund or Rodney Square or the
in-house counsel for Rodney Square, at the option of Rodney
Square).
c. Conflicting Advice. In case of conflict
between directions, advice or Oral or Written Instructions
received by Rodney Square pursuant to subsection (a) of this
Section and advice received by Rodney Square pursuant to
subsection (b) of this Section, Rodney Square shall be entitled
to rely on and follow the advice received pursuant to the latter
provision alone.
d. Protection of Rodney Square. Rodney Square
shall be protected in any action or inaction which it takes in
reliance on any directions, advice or Oral or Written
Instructions received pursuant to subsections (a) or (b) of this
Section which Rodney Square, after receipt of any such
directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or
Written Instructions, as the case may be. However, nothing in
this Section shall be construed as imposing upon Rodney Square
any obligation (i) to seek such direction, advice or Oral or
Written Instructions, or (ii) to act in accordance with such
directions, advice or Oral or Written Instructions when received,
unless, under the terms of another provision of this Agreement,
the same is a condition to Rodney Square's properly taking or
omitting to take such action. Nothing in this subsection shall
excuse Rodney Square when an action or omission on the part of
Rodney Square constitutes willful misfeasance, bad faith,
negligence or reckless disregard by Rodney Square of its duties
under this Agreement.
10. Compliance with Governmental Rules and
Regulations. Except as otherwise provided herein in Sections 4
and 5, the Fund assumes full responsibility for ensuring that the
Fund complies with all applicable requirements of the 1933 Act,
the 1934 Act, the 1940 Act, the CEA and any laws, rules and
regulations of governmental authorities having jurisdiction over
the Fund.
11. Compensation. For the performance of its
obligations under this Agreement, the Fund on behalf of each
Portfolio shall pay Rodney Square in accordance with the fee
arrangements described in Schedule A attached hereto, as such
schedule may be amended from time to time.
12. Indemnification.
a. The Fund agrees to indemnify and hold harmless
Rodney Square, its directors, officers, employees, agents and
representatives (collectively, "Representatives") from all taxes,
charges, expenses, assessments, claims and liabilities including,
without limitation, liabilities arising under the 1933 Act, the
1934 Act, the 1940 Act, and any applicable state and/or foreign
securities laws, or amendments thereto (the "Securities Laws"),
and expenses, including without limitation reasonable attorneys'
fees and disbursements, arising directly or indirectly from any
action or omission to act which Rodney Square takes (i) at the
request of or on the direction of or in reliance on the advice of
the Fund or (ii) upon Oral or Written Instructions. Neither
Rodney Square nor any of its Representatives shall be indemnified
against any liability (or any expenses incident to such
liability) arising out of Rodney Square's or its Representatives'
own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold
harmless the Fund from all taxes, charges, expenses, assessments,
claims and liabilities arising from Rodney Square's obligations
pursuant to this Agreement (including, without limitation,
liabilities arising under the Securities Laws) and expenses,
including (without limitation) reasonable attorneys' fees and
disbursements arising directly or indirectly out of Rodney
Square's or its Representatives' own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
c. In order that the indemnification provisions
contained in this Section 12 shall apply, upon the assertion of a
claim for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly notify
the other party of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim.
The party who may be required to indemnify shall have the option
to participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any case
in which the other party may be required to indemnify it except
with the other party's prior written consent.
13. Responsibility of Rodney Square. Rodney Square
shall be under no duty to take any action on behalf of the Fund
except as specifically set forth herein or as may be specifically
agreed to by Rodney Square in writing. In the performance of its
duties hereunder, Rodney Square shall be obligated to exercise
due care and diligence and to act in good faith and to use its
best efforts within reasonable limits in performing services
provided for under this Agreement. Rodney Square shall be
responsible for its own negligent failure to perform its duties
under this Agreement, but to the extent that duties, obligations
and responsibilities are not expressly set forth in this
Agreement, Rodney Square shall not be liable for any act or
omission which does not constitute willful misfeasance, bad faith
or negligence on the part of Rodney Square or reckless disregard
by Rodney Square of such duties, obligations and
responsibilities. Without limiting the generality of the
foregoing or of any other provision of this Agreement, Rodney
Square in connection with its duties under this Agreement shall
not be under any duty or obligation to inquire into and shall not
be liable for or in respect of (i) the validity or invalidity or
authority or lack thereof of any Oral or Written Instruction,
notice or other instrument which conforms to the applicable
requirements of this Agreement, and which Rodney Square
reasonably believes to be genuine; or (ii) delays or errors or
loss of data occurring by reason of circumstances beyond Rodney
Square's control, including acts of civil or military authority,
national emergencies, labor difficulties, fire, mechanical
breakdown (except as provided in Section 8), flood or
catastrophe, acts of God, insurrection, war, riots or failure of
the mails, transportation, communication or power supply, in
which circumstances Rodney Square shall take minimal actions to
minimize loss of data therefor.
14. Duration, Termination, etc. The provisions of this
Agreement may not be changed, waived or discharged orally, but
only by written instrument that shall make specific reference to
this Agreement and that shall be signed by the party against
which enforcement of such change, waiver or discharge is sought.
This Agreement shall become effective as of the close
of business on the date first written above, and unless
terminated as hereinafter provided, shall continue in force for
two (2) years from the date of its execution and thereafter from
year to year.
This Agreement may be terminated by a vote of the Board
of Trustees of the Fund or by a vote of a majority of the
outstanding voting securities of any one or more of the Fund's
Portfolios, upon written notice to Rodney Square, in the event of
a material breach remaining uncured for thirty (30) days after
due written notification of such breach has been issued by the
Fund to, and received by, Rodney Square. "Material breach"
includes gross negligence in the performance of the duties of
Rodney Square, as well as a material breach of a provision of
this Agreement. However, in the event of a material breach
resulting from willful misconduct or reckless disregard of the
duties of Rodney Square or its employees, this Agreement may be
terminated thirty (30) days after written notification of such
breach has been issued by the Fund to, and received by, Rodney
Square.
Furthermore, this Agreement may be terminated by the
Fund if a majority of the Board of Trustees votes to approve such
a termination, for any of the following reasons: (a) the Fund
ceases doing business, liquidates, and distributes all remaining
assets to its shareholders; (b) the merger of the Fund with
another registered investment company, substantially all of the
assets of which are owned by shareholders not presently
affiliated with or related to the shareholders of the Fund or
Kiewit Investment Trust; (c) the merger with or sale of
substantially all of the assets of Kiewit Investment Management
Corporation to a person not presently affiliated with or related
to the shareholders of the Fund or Kiewit Investment Trust; or
(d) any other event of similar kind, which results in a
fundamental change in the nature of the mutual fund business of
the Fund or Kiewit Investment Trust. The reasons set forth in
this paragraph may be applied to terminate this Agreement with
respect to one or more Series, as well as to the Fund itself.
Termination shall occur at the time of the relevant event, but
not earlier than six (6) months after written notification issued
by the Fund to, and received by, Rodney Square.
This Agreement may also be terminated by Rodney Square,
upon written notice to the Fund, in the event of a material
breach remaining uncured for sixty (60) days after due written
notification of such breach has been issued by Rodney Square to,
and received by, the Fund.
Termination shall not relieve the parties of duties and
obligations accrued prior to termination (including the duty to
pay accrued fees and expenses), nor those duties which by their
nature survive termination (such as the duty to maintain the
confidentiality of information, and the duty to transfer assets
and records to successors in an orderly and cooperative manner).
Upon the termination of this Agreement, the Fund shall
pay to Rodney Square such compensation as may be payable for the
period prior to the effective date of such termination, including
reimbursement for any out-of-pocket expenses reasonably incurred
by Rodney Square to such date. In the event that the Fund
designates a successor to any of Rodney Square's obligations
hereunder, Rodney Square shall, at the expense and direction of
the Fund, transfer to such successor all relevant books, records
and other data established or maintained by Rodney Square under
the foregoing provisions.
15. Audit, Inspection and Visitation. Rodney Square
shall make available during regular business hours all records
and other data created and maintained pursuant to this Agreement
for reasonable audit and inspection by the Fund or any person
retained by the Fund. Upon reasonable notice by the Fund, Rodney
Square shall make available during regular business hours its
facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the
Fund, or any person retained by the Fund.
16. Notices. Any notice under this Agreement shall be
given in writing addressed and delivered or mailed, postage
prepaid, to the other party to this Agreement at its principal
place of business.
17. Further Actions. Each Party agrees to perform such
further acts and execute such further documents as are necessary
to effectuate the purposes hereof.
18. Amendments. This Agreement or any part hereof may
be changed or waived only by an instrument in writing signed by
the party against which enforcement of such change or waiver is
sought.
19. Delegation. On thirty (30) days' prior written
notice to the Fund, Rodney Square may assign any part or all its
rights and delegate its duties hereunder to any wholly owned
direct or indirect subsidiary of Wilmington Trust Company,
provided that (i) the delegate agrees with Rodney Square to
comply with all relevant provisions of the 1940 Act and
applicable rules and regulations; (ii) Rodney Square shall remain
responsible for the performance of all of its duties under this
Agreement; (iii) Rodney Square and such delegate shall promptly
provide such information as the Fund may request; and (iv) Rodney
Square shall respond to such questions as the Fund may ask,
relative to the delegation, including (without limitation) the
capabilities for the delegate.
20. Appointment of Agents. Neither this Agreement nor
any rights or obligations hereunder may be assigned by Rodney
Square without the written consent to the Fund. Rodney Square
may however, at any time or times in its discretion appoint (and
may at any time remove) other parties as its agent to carry out
such of the provisions of this Agreement as Rodney Square may
from time to time direct; provided, however, that the appointment
of any such agent shall not relieve Rodney Square of any of its
responsibilities or liabilities hereunder.
21. Miscellaneous.
a. Rodney Square acknowledges that it has
received notice of and accepts the limitations of liability set
forth in the Fund's Declaration of Trust. Rodney Square agrees
that the Fund's obligations hereunder shall be limited to the
Fund, and that Rodney Square shall have recourse solely against
the assets of the Portfolio with respect to which the Fund's
obligations hereunder relate and shall have no recourse against
the assets of any other Portfolio or against any shareholder,
Trustee, officer, employee, or agent of the Fund.
b. This Agreement embodies the entire agreement
and understanding between the parties thereto, and supersedes all
matters hereof, provided that the parties hereto may embody in
one or more separate documents their agreement, if any, with
respect to Written and/or Oral Instructions. The captions in this
Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. This Agreement
shall be deemed to be a contract made in Delaware and shall be
governed and construed according to the laws (without regard,
however, to laws as to conflicts of law) of the State of
Delaware. 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. This
Agreement shall be binding and shall inure to the benefits of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
KIEWIT MUTUAL FUND
By: /s/ Ann McCulloch
Ann McCulloch, President
RODNEY SQUARE MANAGEMENT
CORPORATION
By: /s/ Martin L. Klopping
Martin L. Klopping,
President
ACCOUNTING SERVICES AGREEMENT
SCHEDULE A
KIEWIT MUTUAL FUND
FEE SCHEDULE
For the services Rodney Square provides under the Accounting
Services Agreement attached hereto, Kiewit Mutual Fund (the
"Fund") agrees to pay Rodney Square, on behalf of each Fund
Portfolio (as listed below), an annual accounting services fee
equal to the higher of (a) a minimum fee of $10,000 per
Portfolio, or (b) 0.02% of the Portfolio's assets, raised in
consideration of sale of S Class Shares. The fee shall be
payable only as if and when sales of S Class Shares commence, and
then monthly, in arrears, as soon as practicable after the last
day of each month, based on the higher of one-twelfth of (a) the
minimum annual fee, or (b) the 0.02% asset-based fee, calculated
according to the average of the daily total assets of each Fund
Portfolio, as determined at the close of business on each day
throughout the month.
Kiewit Money Market Portfolio
Kiewit Government Money Market Portfolio
Kiewit Short-Term Government Portfolio
Kiewit Intermediate-Term Bond Portfolio
Kiewit Tax-Exempt Portfolio
Kiewit Equity Portfolio
In the event of the addition, by any one or more of the above
listed Portfolios, of a third (or further) class of Shares, the
Fund hereby agrees to pay Rodney Square, for services to be
rendered pursuant to and for the remaining duration of the
attached Agreement, a further annual accounting services fee,
payable as stipulated above, equal to the greater of (a) $10,000,
or (b) 0.02% of the assets raised in consideration of sale of the
new Class Shares.
Irrespective of the number of classes of Fund Shares, the Fund
shall either pay and advance, or promptly reimburse (upon
billing), Rodney Square its reasonable out-of-pocket expenses
incurred in the performance of its responsibilities pursuant to
the attached Agreement.
SCHEDULE B
KIEWIT MUTUAL FUND
AUTHORIZED PERSONS
The following persons have been duly authorized by the Board
of Trustees to give Oral and Written Instructions on behalf of
the Fund:
Ann McCulloch ___________________________
Kenneth Gaskins ___________________________
Gregg Williams ___________________________
Brian Mosher ___________________________
A-2
Exhibit 24(b)(9)(iii)
KIEWIT MUTUAL FUND
RODNEY SQUARE MANAGEMENT CORPORATION
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT made this 19th day of February,
1997, by and between Kiewit Mutual Fund, formerly known as Kiewit
Institutional Fund, a Delaware business trust (the "Fund"), and
Rodney Square Management Corporation, a corporation organized
under the laws of the State of Delaware ("Rodney Square"), having
its principal place of business in Wilmington, Delaware.
WHEREAS, the Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company and has registered for public sale
under the Securities Act of 1933, as amended (the "1933 Act"),
shares of beneficial interest, par value $0.01 per share
("Shares"), corresponding to one or more separate and distinct
portfolios (individually, a "Portfolio", and collectively, the
"Portfolios");
WHEREAS, each Share of a Portfolio represents an undivided
interest in the assets, subject to the liabilities, allocated to
that Portfolio, and each Portfolio has a separate investment
objective and separate investment policies;
WHEREAS, at the present time, the Fund consists of six
Series, Kiewit Money Market Portfolio, Kiewit Government Money
Market Portfolio; Kiewit Short-Term Government Portfolio, Kiewit
Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt Portfolio and
Kiewit Equity Portfolio
WHEREAS, at the present time, each Portfolio consists of and
plans to issue, pursuant to separate Prospectuses, two classes of
Shares, a "K Class" (subject to no sales or distribution charges)
and a "S Class" (subject to a distribution charge pursuant to
Rule 12b-1 under the 1940 Act, as stipulated in the Fund's S
Class Prospectus);
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained in this Agreement, the Fund and Rodney Square
agree as follows:
1. Appointment. The Fund hereby appoints and employs Rodney
Square as agent to perform those services described in this
Agreement for the Fund. Rodney Square shall act under such
appointment and perform the obligations thereof upon the terms
and conditions hereinafter set forth and in accordance with the
principles of principal and agent as enunciated by the common
law.
2. Documents. The Fund has furnished Rodney Square with
copies properly certified or authenticated of each of the
following:
a. Resolutions of the Fund's Board of Trustees authorizing
the appointment of Rodney Square to provide certain
administration services to the Fund and approving this Agreement;
b. Schedule B identifying and containing the signatures of
the Fund's officers and other persons authorized ("Authorized
Persons") to sign "Written Instructions" (as used in this
Agreement to mean written instructions on behalf of the Fund
signed by two Authorized Persons, delivered by hand, mail,
telegram, cable, telex or facsimile to, and received by, Rodney
Square;
c. The Fund's Certificate of Trust filed with the
Secretary of the State of Delaware on
June 1, 1994 and all amendments thereto and restatements thereof;
d. The Fund's Agreement and Declaration of Trust and all
amendments thereto and restatements thereof;
e. The Fund's By-Laws and all amendments thereto and
restatements thereof (such By-Laws as presently in effect and as
they shall from time to time be amended or restated, are herein
called "By-Laws");
f. The Accounting Services Agreement between the Fund and
Rodney Square dated February 19, 1997;
g. The Custodian Agreement between the Fund and Wilmington
Trust Company (the "Custodian") effective July 1, 1994;
h. The Transfer Agency Agreement between the Fund and
Rodney Square dated February 19, 1997;
i. The Fund's Notification of Registration filed pursuant
to Section 8(a) of the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") on July 19, 1994;
j. The Fund's most recent Registration Statement on Form
N-1A under the 1933 Act (File No. 33-84762) and under the 1940
Act (File No. 811-8648), as filed with the SEC, and all
amendments thereto;
k. The Fund's most current Prospectus(es) ("Prospectus")
and Statement(s) of Additional Information ("SAI") relating to
the Portfolios; and
l. If required, a copy of either (i) a filed notice of
eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the
Commodity Exchange Act ("CEA") that is provided in Rule 4.5 under
the CEA, together with all supplements as are required by the
Commodity Futures Trading Commission ("CFTC"), or (ii) a letter
which has been granted the Fund by the CFTC which states that the
Fund will not be treated as a "pool" as defined in Section
4.10(d) of the CFTC's General Regulations, or (iii) a letter
which has been granted the Fund by the CFTC which states that
CFTC will not take any enforcement action if the Fund does not
register as a "commodity pool operator."
The Fund will furnish Rodney Square from time to time
with copies, properly certified or authenticated, of all
additions, amendments or supplements to the foregoing, if any.
3. Portfolio Administration. Subject to the direction and
control of the Board of Trustees (the "Trustees") of the Fund and
to the extent not otherwise the responsibility of, or provided
by, the Fund or other supply agents of the Fund, Rodney Square
shall provide the following administrative services:
a. (i) office facilities (which may be in Rodney
Square's or its affiliates' own offices);
(ii) non-investment related statistical and
research data;
(iii) executive and administrative services;
(iv) stationery and office supplies at Fund
expense;
(v) corporate secretarial services, such as the
preparation and distribution of materials
at Fund expense for meetings of the Trustees; and
(vi) Distribution of Trustees' and Officers'
questionnaires.
b. Prepare and file, if necessary, reports to shareholders
of the Fund and reports with the SEC, state securities
commissions and Blue Sky authorities, including preliminary and
definitive proxy materials, post-effective amendments to the
Fund's registration statement, Rule 24f-2 Notices, Form
N-SAR filings, and prospectus supplements;
c. Monitor the Fund's compliance with the investment
restrictions and limitations imposed by the 1940 Act, and
applicable regulations thereunder, the fundamental and
non-fundamental investment policies and limitations set forth in
the Prospectus and SAI, and the investment restrictions and
limitations necessary for each Portfolio of the Fund to qualify
as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") or any
successor statute;
d. Monitor sales of the Fund's shares and ensure that such
shares are properly registered as required with the SEC and
applicable state authorities;
e. Prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions
to shareholders;
f. Prepare financial statements and footnotes and other
financial information with such frequency and in such format as
required to be included in reports to shareholders and the SEC;
g. Review sales literature and file such with regulatory
authorities, as necessary;
h. Provide information regarding material developments in
state securities regulation; and
i. Provide personnel to serve as officers of the Fund if
so elected by the Trustees.
4. Expenses of the Fund. The Fund agrees that it will pay
all its expenses other than those expressly stated to be payable
by Rodney Square hereunder, which expenses payable by the Fund
shall include, without limitation:
a. Fees payable for services provided by the Fund's
independent public accountants;
b. Fees payable for accounting services;
c. Taxes levied against the Fund or any Portfolio;
d. Costs and/or fees incident to holding meetings of the
Trustees and shareholders, preparation (including typesetting and
printing charges) and mailing of prospectuses, reports and proxy
materials to the existing shareholders of the Fund, filing of
reports with regulatory bodies, maintenance of the Fund's
corporate existence, and registration of shares with federal and
state securities authorities;
e. Legal fees and expenses;
f. Costs of printing stock certificates representing
shares of the Fund;
g. Fees payable to, and expenses of, members of the
Trustees who are not "interested persons" of the Fund;
h. Out-of-pocket expenses incurred in connection with the
provision of administration and custodial agency services;
i. Premiums payable on insurance policies related to the
Fund's business;
j. Distribution fees, if any;
k. Service fees, if any, payable by each Portfolio to the
Distributor for providing personal services to the shareholders
of each Portfolio and for maintaining shareholder accounts for
those shareholders;
l. Fees, voluntary assessments and other expenses incurred
in connection with the Fund's membership in investment company
organizations; and
m. Such non-recurring expenses as may arise, including
actions, suits or proceedings to which the Fund is a party and
the legal obligation which the Fund may have to indemnify its
Trustees and officers with respect thereto.
Except as otherwise agreed by Rodney Square, Rodney Square
will not reimburse the Fund for (or have deducted from its fees
payable under this Agreement) any Fund expenses in excess of any
expense limitations imposed by state securities commissions
having jurisdiction over the sale of Portfolio shares.
5. Recordkeeping and Other Information. Rodney Square shall
create and maintain all necessary records in accordance with all
applicable laws, rules and regulations, including, but not
limited to, records required by Section 31(a) of the 1940 Act and
the rules thereunder, as the same may be amended from time to
time, pertaining to the various functions (described above)
performed by it and not otherwise created and maintained by
another party pursuant to contract with the Fund. All records
shall be the property of the Fund at all times and shall be
available for inspection and use by the Fund. Where applicable,
such records shall be maintained by Rodney Square for the periods
and in the places required by Rule 31a-2 under the 1940 Act.
6. Audit, Inspection and Visitation. Rodney Square shall
make available during regular business hours all records and
other data created and maintained pursuant to the foregoing
provisions of this Agreement for reasonable audit and inspection
by the Fund, any person retained by the Fund or any regulatory
agency having authority over the Fund.
7. Compliance with Governmental Rules and Regulations.
Except as otherwise provided herein, the Fund assumes full
responsibility for ensuring that the Fund complies with all
applicable requirements of the 1933 Act, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), the 1940 Act, the CEA
and any laws, rules and regulations of governmental authorities
having jurisdiction.
8. Compensation. For the performance of its obligations
under this Agreement, the Fund shall pay Rodney Square an
administrative fee with respect to each Portfolio in accordance
with the fee arrangements described in Schedule A attached
hereto, as such schedule may be amended from time to time.
9. Appointment of Agents. Neither this Agreement nor any
rights or obligations hereunder may be assigned by Rodney Square
without the written consent of the Fund. Rodney Square may at
any time or times in its discretion appoint (and may at any time
remove) other parties as its agent to carry out such of the
provisions of this Agreement as Rodney Square may from time to
time direct; provided, however, that the appointment of any such
agent shall not relieve Rodney Square of any of its
responsibilities or liabilities hereunder.
10. Delegation. On thirty (30) days' prior written notice to
the Fund, Rodney Square may assign any part or all its rights and
delegate its duties hereunder to any affiliate, provided that (i)
the delegate agrees with Rodney Square to comply with all
relevant provisions of the Investment Company Act and applicable
rules and regulations; (ii) Rodney Square shall remain
responsible for the performance of all of its duties under this
Agreement; (iii) Rodney Square and such delegate shall promptly
provide such information as the Fund may request; and (iv) Rodney
Square shall respond to such questions as the Fund may ask,
relative to the delegation, including (without limitation) the
capabilities of the delegate.
11. Use of Rodney Square's Name. The Fund shall not use the
name of Rodney Square or any of its affiliates in any Prospectus,
SAI, or other material relating to the Fund in a manner not
approved prior thereto in writing by Rodney Square; provided,
however, that Rodney Square shall approve all uses of its and its
affiliates' names that merely refer in accurate terms to their
appointments hereunder or that are required by the SEC or a state
securities commission; and further provided, that in no event
shall such approval be unreasonably withheld.
12. Use of Fund's Name. Neither Rodney Square nor any of its
affiliates shall use the name of the Fund or material relating to
the Fund on any forms (including any checks, bank drafts or bank
statements) for other than internal use in a manner not approved
prior thereto by the Fund; provided, however, that the Fund shall
approve all uses of its name that merely refer in accurate terms
to the appointment of Rodney Square hereunder or that are
required by the SEC or a state securities commission; and further
provided, that in no event shall such approval be unreasonably
withheld.
13. Liability of Rodney Square or Affiliates. Rodney Square
and its affiliates shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except to the extent of a loss resulting from willful
misfeasance, bad faith, negligence or reckless disregard of their
obligations and duties under this Agreement. Any person, even
though also an officer, director, employee, agent or
representative of Rodney Square or any of its affiliates who may
be or become an officer or director of the Fund, shall be deemed,
when rendering services to the Fund as such officer or acting on
any business of the Fund in such capacity (other than services or
business in connection with Rodney Square's duties under this
Agreement), to be rendering such services to or acting solely for
the Fund and not as an officer, director, employee, agent or
representative, or one under the control or direction of Rodney
Square or any of its affiliates, even though paid by one of those
entities.
14. Indemnification.
a. The Fund agrees to indemnify and hold harmless Rodney
Square, its directors, officers, employees, agents and
representatives (collectively "Representatives") from all taxes,
charges, expenses, assessments, claims and liabilities including,
without limitation, liabilities arising under the 1933 Act, the
1934 Act, the 1940 Act, and any applicable state and/or foreign
securities laws, or amendments thereto (the "Securities Laws"),
and expenses, including without limitation reasonable attorneys'
fees and disbursements, arising directly or indirectly from any
action or omission to act which Rodney Square takes (i) at the
request of or on the direction of or in reliance on the advice of
the Fund or (ii) upon oral or written instructions. Neither
Rodney Square nor any of its Representatives shall be indemnified
against any liability (or any expenses incident to such
liability) arising out of Rodney Square's or its Representatives'
own willful misfeasance, bad faith, negligence or reckless
disregard of its duties and obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold harmless the
Fund from all taxes, charges, expenses, assessments, claims and
liabilities arising from Rodney Square's obligations pursuant to
this Agreement (including, without limitation, liabilities
arising under the Securities Laws) and expenses, including
(without limitation) reasonable attorneys' fees and disbursements
arising directly or indirectly out of Rodney Square's or its
Representatives' own willful misfeasance, bad faith, negligence
or reckless disregard of its duties and obligations under this
Agreement.
c. In order that the indemnification provisions contained
in this Section 14 shall apply, upon the assertion of a claim for
which either party may be required to indemnify the other, the
party seeking indemnification shall promptly notify the other
party of such assertion, and shall keep the other party advised
with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the defense
of such claim. The party seeking indemnification shall in no
case confess any claim or make any compromise in any case in
which the other party may be required to indemnify it except with
the other party's prior written consent.
15. Amendments. Rodney Square and the Fund shall
regularly consult with each other regarding Rodney Square's
performance of its obligations and its compensation under the
foregoing provisions. In connection therewith, the Fund
shall submit to Rodney Square at a reasonable time in advance
of filing with the SEC copies of any amended or supplemented
registration statement of the Fund (including exhibits) under
the 1933 Act, and the 1940 Act, and, a reasonable time in
advance of their proposed use, copies of any amended or
supplemented forms relating to any plan, program or service
offered by the Fund. Any change in such materials that would
require any change in Rodney Square's obligations under the
foregoing provisions shall be subject to the burdened party's
approval, which shall not be unreasonably withheld. In the
event that a change in such documents or in the procedures
contained therein increases the cost to Rodney Square of
performing its obligations hereunder by more than an
insubstantial amount, Rodney Square shall be entitled to
receive reasonable compensation therefor.
16. Duration, Termination, etc. The provisions of this
Agreement may not be changed, waived or discharged orally, but
only by written instrument that shall make specific reference to
this Agreement and that shall be signed by the party against
which enforcement of such change, waiver or discharge is sought.
This Agreement shall become effective as of the close of
business on the date first written above, and unless terminated
as hereinafter provided, shall continue in force for two (2)
years from the date of its execution and thereafter from year to
year.
This Agreement may be terminated by a vote of the Board
of Trustees of the Fund, or by a vote of a majority of the
outstanding voting securities of any one or more of the Fund's
Portfolios, upon written notice to Rodney Square, in the event of
a material breach remaining uncured for thirty (30) days after
due written notification of such breach has been issued by the
Fund to, and received by, Rodney Square. "Material breach"
includes gross negligence in the performance of the duties of
Rodney Square, as well as a material breach of a provision of
this Agreement. However, in the event of a material breach
resulting from willful misconduct or reckless disregard of the
duties of Rodney Square or its employees, this Agreement may be
terminated thirty (30) days after written notification of such
breach has been issued by the Fund to, and received by, Rodney
Square.
Furthermore, this Agreement may be terminated by the Fund
if a majority of the Board of Trustees votes to approve such a
termination, for any of the following reasons: (a) the Fund
ceases doing business, liquidates, and distributes all remaining
assets to its shareholders; (b) the merger of the Fund with
another registered investment company, substantially all of the
assets of which are owned by shareholders not presently
affiliated with or related to the shareholders of the Fund or
Kiewit Investment Trust; (c) the merger with or sale of
substantially all of the assets of Kiewit Investment Management
Corporation to a person not presently affiliated with or related
to the shareholders of the Fund or Kiewit Investment Trust; or
(d) any other event of similar kind, which results in a
fundamental change in the nature of the mutual fund business of
the Fund or Kiewit Investment Trust. The reasons set forth in
this paragraph may be applied to terminate this Agreement with
respect to one or more Portfolios, as well as to the Fund itself.
Termination shall occur at the time of the relevant event, but
not earlier than six (6) months after written notification issued
by the Fund to, and received by, Rodney Square.
This Agreement may also be terminated by Rodney Square,
upon written notice to the Fund, in the event of a material
breach remaining uncured for sixty (60) days after the written
notification of such breach has been issued by Rodney Square to,
and received by, the Fund.
Termination shall not relieve the parties of duties and
obligations accrued prior to termination (including the duty to
pay accrued fees and expenses), nor those duties which by their
nature survive termination (such as the duty to maintain the
confidentiality of information, and the duty to transfer assets
and records to successors in an orderly and cooperative manner).
Upon the termination of this Agreement, the Fund shall
pay to Rodney Square such compensation as may be payable for the
period prior to the effective date of such termination, including
reimbursement for any out-of-pocket expenses reasonably incurred
by Rodney Square to such date. In the event that the Fund
designates a successor to any of Rodney Square's obligations
hereunder, Rodney Square shall, at the expense and direction of
the Fund, transfer to such successor all relevant books, records
and other data established or maintained by Rodney Square under
the foregoing provisions.
17. Audit, Inspection and Visitation. Rodney Square shall
make available during regular business hours all records and
other data created and maintained pursuant to this Agreement for
reasonable audit and inspection by the Fund or any person
retained by the Fund. Upon reasonable notice by the Fund, Rodney
Square shall make available during regular business hours its
facilities and premises employed in connection with its
performance of this Agreement for reasonable visitation by the
Fund, or any person retained by the Fund.
18. Notice. Any notice under this Agreement shall be given
in writing addressed and delivered or mailed, postage prepaid, to
the other party to this Agreement at its principal place of
business.
19. 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.
20. 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 (without regard, however, to laws
as to conflicts of law) of the State of Delaware.
21. Shareholder Liability. Rodney Square acknowledges that
it has received notice of and accepts the limitations of
liability set forth in the Fund's Agreement and Declaration of
Trust and By-Laws. Rodney Square agrees that the Fund's
obligations hereunder shall be limited to the Fund, and that
Rodney Square shall have recourse solely against the assets of
the Portfolio with respect to which the Fund's obligations
hereunder relate and shall have no recourse against the assets of
any other Portfolio or against any shareholder, Trustee, officer,
employee, or agent of the Fund.
22. Miscellaneous. Each party agrees to perform such further
acts and execute such further documents as are necessary to
effectuate the purposes hereof. The captions in this Agreement
are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement may be
executed in two counterparts, each of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
KIEWIT MUTUAL FUND
By: /s/ Ann McCulloch
Ann McCulloch, President
RODNEY SQUARE MANAGEMENT
CORPORATION
By: /s/ Martin L. Klopping
Martin L. Klopping,
President
ADMINISTRATION AGREEMENT
SCHEDULE A
KIEWIT MUTUAL FUND
FEE SCHEDULE
For the services Rodney Square provides under the Administration
Agreement attached hereto, Kiewit Mutual Fund (the "Fund") agrees
to pay Rodney Square, on behalf of each Fund Portfolio (as listed
below), an annual administrative services fee equal to the higher
of (a) a minimum fee of $12,000 per Portfolio, or (b) 0.02% of
the Portfolio's assets, raised in consideration of sale of S
Class Shares. The fee shall be payable only as if and when sales
of S Class Shares commence, and then monthly, in arrears, as soon
as practicable after the last day of each month, based on the
higher of one-twelfth of (a) the minimum annual fee, or (b) the
0.02% asset-based fee, calculated according to the average of the
daily total assets of each Fund Portfolio, as determined at the
close of business on each day throughout the month.
Kiewit Money Market Portfolio
Kiewit Government Money Market Portfolio
Kiewit Short-Term Government Portfolio
Kiewit Intermediate-Term Bond Portfolio
Kiewit Tax-Exempt Portfolio
Kiewit Equity Portfolio
In the event of the addition, by any one or more of the above
listed Portfolios, of a third (or further) class of Shares, the
Fund hereby agrees to pay Rodney Square, for services to be
rendered pursuant to and for the remaining duration of the
attached Agreement, a further annual administration services fee,
payable as stipulated above, equal to the greater of (a) $12,000,
or (b) 0.02% of the assets raised in consideration of sale of the
new Class Shares.
Irrespective of the number of classes of Fund Shares, the Fund
shall either pay and advance, or promptly reimburse (upon
billing), Rodney Square its reasonable out-of-pocket expenses
incurred in the performance of its responsibilities pursuant to
the attached Agreement.
SCHEDULE B
KIEWIT MUTUAL FUND
AUTHORIZED PERSONS
The following persons have been duly authorized by the Board
of Trustees to give Oral and Written Instructions on behalf of
the Fund:
Ann McCulloch ___________________________
Kenneth Gaskins ___________________________
Gregg Williams ___________________________
Brian Mosher ___________________________
Exhibit 24(b)(9)(iv)
KIEWIT MUTUAL FUND
MONEY MARKET PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of February, 1997, by and
between KIEWIT MUTUAL FUND, a Delaware Business Trust (the
"Fund"), on behalf of Money Market Portfolio (the "Portfolio"), a
separate series of the Fund, and KIEWIT INVESTMENT MANAGEMENT
CORP., a Delaware corporation ("KIM").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, KIM desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby
employs KIM to supervise the administrative affairs of the
Portfolio, subject to the direction of the board of trustees and
the officers of the Fund on the terms hereinafter set forth. KIM
hereby accepts such employment and agrees to render the services
described herein for the compensation herein provided.
2. Services to be Provided by KIM.
A. KIM shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, KIM
shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of trustees of the Fund;
(5) furnish such information as the board of
trustees of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of trustees may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent KIM deems necessary or desirable and at
the expense of the Portfolio, KIM shall be entitled to consult
with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. KIM, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund in respect of the
Portfolio.
3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.
4. Compensation of KIM. For the services to be
rendered by KIM as provided in Section 2 of this Agreement, the
Portfolio shall pay to KIM, at the end of each month, a fee equal
to one-twelfth of 0.02 percent of the average daily net assets of
the Portfolio during the month. If this Agreement is terminated
prior to the end of any month, the fee for such month shall be
prorated.
5. Activities of KIM. The services of KIM to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and KIM shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.
6. Liability of KIM. No provision of this Agreement
shall be deemed to protect KIM against any liability to the Fund
or its shareholders to which it might otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this Agreement.
7. Duration and Termination.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of trustees of the Fund, and shall
continue in effect until terminated by the Fund or KIM on 60
days' written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. 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.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the 19th day of
February, 1997.
KIEWIT MUTUAL FUND KIEWIT INVESTMENT MANAGEMENT
CORP.
By:/s/ Ann C. McCulloch By:/s/ Ann C. McCulloch
Chairman, President President
and Trustee
KIEWIT MUTUAL FUND
SHORT-TERM GOVERNMENT PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of February, 1997, by and
between KIEWIT MUTUAL FUND, a Delaware Business Trust (the
"Fund"), on behalf of Short-Term Government Portfolio (the
"Portfolio"), a separate series of the Fund, and KIEWIT
INVESTMENT MANAGEMENT CORP., a Delaware corporation ("KIM").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, KIM desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby
employs KIM to supervise the administrative affairs of the
Portfolio, subject to the direction of the board of trustees and
the officers of the Fund on the terms hereinafter set forth. KIM
hereby accepts such employment and agrees to render the services
described herein for the compensation herein provided.
2. Services to be Provided by KIM.
A. KIM shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, KIM
shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of trustees of the Fund;
(5) furnish such information as the board of
trustees of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of trustees may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent KIM deems necessary or desirable and at
the expense of the Portfolio, KIM shall be entitled to consult
with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. KIM, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund in respect of the
Portfolio.
3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.
4. Compensation of KIM. For the services to be
rendered by KIM as provided in Section 2 of this Agreement, the
Portfolio shall pay to KIM, at the end of each month, a fee equal
to one-twelfth of 0.02 percent of the average daily net assets of
the Portfolio during the month. If this Agreement is terminated
prior to the end of any month, the fee for such month shall be
prorated.
5. Activities of KIM. The services of KIM to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and KIM shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.
6. Liability of KIM. No provision of this Agreement
shall be deemed to protect KIM against any liability to the Fund
or its shareholders to which it might otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this Agreement.
7. Duration and Termination.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of trustees of the Fund, and shall
continue in effect until terminated by the Fund or KIM on 60
days' written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. 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.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the 19th day of
February, 1997.
KIEWIT MUTUAL FUND KIEWIT INVESTMENT MANAGEMENT
CORP.
By:/s/ Ann C. McCulloch By:/s/ Ann C. McCulloch
Chairman, President President
and Trustee
KIEWIT MUTUAL FUND
INTERMEDIATE-TERM BOND PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of February, 1997, by and
between KIEWIT MUTUAL FUND, a Delaware Business Trust (the
"Fund"), on behalf of Intermediate-Term Bond Portfolio (the
"Portfolio"), a separate series of the Fund, and KIEWIT
INVESTMENT MANAGEMENT CORP., a Delaware corporation ("KIM").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, KIM desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby
employs KIM to supervise the administrative affairs of the
Portfolio, subject to the direction of the board of trustees and
the officers of the Fund on the terms hereinafter set forth. KIM
hereby accepts such employment and agrees to render the services
described herein for the compensation herein provided.
2. Services to be Provided by KIM.
A. KIM shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, KIM
shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of trustees of the Fund;
(5) furnish such information as the board of
trustees of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of trustees may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent KIM deems necessary or desirable and at
the expense of the Portfolio, KIM shall be entitled to consult
with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. KIM, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund in respect of the
Portfolio.
3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.
4. Compensation of KIM. For the services to be
rendered by KIM as provided in Section 2 of this Agreement, the
Portfolio shall pay to KIM, at the end of each month, a fee equal
to one-twelfth of 0.02 percent of the average daily net assets of
the Portfolio during the month. If this Agreement is terminated
prior to the end of any month, the fee for such month shall be
prorated.
5. Activities of KIM. The services of KIM to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and KIM shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.
6. Liability of KIM. No provision of this Agreement
shall be deemed to protect KIM against any liability to the Fund
or its shareholders to which it might otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this Agreement.
7. Duration and Termination.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of trustees of the Fund, and shall
continue in effect until terminated by the Fund or KIM on 60
days' written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. 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.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the 19th day of
February, 1997.
KIEWIT MUTUAL FUND KIEWIT INVESTMENT MANAGEMENT
CORP.
By:/s/ Ann C. McCulloch By:/s/ Ann C. McCulloch
Chairman, President President
and Trustee
KIEWIT MUTUAL FUND
TAX EXEMPT PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of February, 1997, by and
between KIEWIT MUTUAL FUND, a Delaware Business Trust (the
"Fund"), on behalf of Tax Exempt Portfolio (the "Portfolio"), a
separate series of the Fund, and KIEWIT INVESTMENT MANAGEMENT
CORP., a Delaware corporation ("KIM").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, KIM desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby
employs KIM to supervise the administrative affairs of the
Portfolio, subject to the direction of the board of trustees and
the officers of the Fund on the terms hereinafter set forth. KIM
hereby accepts such employment and agrees to render the services
described herein for the compensation herein provided.
2. Services to be Provided by KIM.
A. KIM shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, KIM
shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of trustees of the Fund;
(5) furnish such information as the board of
trustees of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of trustees may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent KIM deems necessary or desirable and at
the expense of the Portfolio, KIM shall be entitled to consult
with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. KIM, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund in respect of the
Portfolio.
3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.
4. Compensation of KIM. For the services to be
rendered by KIM as provided in Section 2 of this Agreement, the
Portfolio shall pay to KIM, at the end of each month, a fee equal
to one-twelfth of 0.02 percent of the average daily net assets of
the Portfolio during the month. If this Agreement is terminated
prior to the end of any month, the fee for such month shall be
prorated.
5. Activities of KIM. The services of KIM to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and KIM shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.
6. Liability of KIM. No provision of this Agreement
shall be deemed to protect KIM against any liability to the Fund
or its shareholders to which it might otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this Agreement.
7. Duration and Termination.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of trustees of the Fund, and shall
continue in effect until terminated by the Fund or KIM on 60
days' written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. 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.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the 19th day of
February, 1997.
KIEWIT MUTUAL FUND KIEWIT INVESTMENT MANAGEMENT
CORP.
By:/s/ Ann C. McCulloch By:/s/ Ann C. McCulloch
Chairman, President President
and Trustee
KIEWIT MUTUAL FUND
EQUITY PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of February, 1997, by and
between KIEWIT MUTUAL FUND, a Delaware Business Trust (the
"Fund"), on behalf of Equity Portfolio (the "Portfolio"), a
separate series of the Fund, and KIEWIT INVESTMENT MANAGEMENT
CORP., a Delaware corporation ("KIM").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, KIM desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby
employs KIM to supervise the administrative affairs of the
Portfolio, subject to the direction of the board of trustees and
the officers of the Fund on the terms hereinafter set forth. KIM
hereby accepts such employment and agrees to render the services
described herein for the compensation herein provided.
2. Services to be Provided by KIM.
A. KIM shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, KIM
shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of trustees of the Fund;
(5) furnish such information as the board of
trustees of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of trustees may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent KIM deems necessary or desirable and at
the expense of the Portfolio, KIM shall be entitled to consult
with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. KIM, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund in respect of the
Portfolio.
3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.
4. Compensation of KIM. For the services to be
rendered by KIM as provided in Section 2 of this Agreement, the
Portfolio shall pay to KIM, at the end of each month, a fee equal
to one-twelfth of 0.02 percent of the average daily net assets of
the Portfolio during the month. If this Agreement is terminated
prior to the end of any month, the fee for such month shall be
prorated.
5. Activities of KIM. The services of KIM to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and KIM shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.
6. Liability of KIM. No provision of this Agreement
shall be deemed to protect KIM against any liability to the Fund
or its shareholders to which it might otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this Agreement.
7. Duration and Termination.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of trustees of the Fund, and shall
continue in effect until terminated by the Fund or KIM on 60
days' written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. 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.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the 19th day of
February, 1997.
KIEWIT MUTUAL FUND KIEWIT INVESTMENT MANAGEMENT
CORP.
By:/s/ Ann C. McCulloch By:/s/ Ann C. McCulloch
Chairman, President President
and Trustee
KIEWIT MUTUAL FUND
GOVERNMENT MONEY MARKET PORTFOLIO
ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made this 19th day of February, 1997, by and
between KIEWIT MUTUAL FUND, a Delaware Business Trust (the
"Fund"), on behalf of Government Money Market Portfolio (the
"Portfolio"), a separate series of the Fund, and KIEWIT
INVESTMENT MANAGEMENT CORP., a Delaware corporation ("KIM").
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;
WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and
WHEREAS, KIM desires to provide such services to the
Portfolio.
NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby
employs KIM to supervise the administrative affairs of the
Portfolio, subject to the direction of the board of trustees and
the officers of the Fund on the terms hereinafter set forth. KIM
hereby accepts such employment and agrees to render the services
described herein for the compensation herein provided.
2. Services to be Provided by KIM.
A. KIM shall supervise the administrative affairs of
the Fund as they pertain to the Portfolio. Specifically, KIM
shall:
(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;
(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;
(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;
(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of trustees of the Fund;
(5) furnish such information as the board of
trustees of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and
(6) provide such other administrative services
for the benefit of the Portfolio as the board
of trustees may reasonably request.
B. In carrying out its responsibilities under Section
A herein, to the extent KIM deems necessary or desirable and at
the expense of the Portfolio, KIM shall be entitled to consult
with, and obtain the assistance of, the persons described in
Section A, paragraph (1) herein who provide services to the Fund.
C. KIM, at its own expense, shall provide the Fund
with such office facilities and equipment as may be necessary to
conduct the administrative affairs of the Fund in respect of the
Portfolio.
3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.
4. Compensation of KIM. For the services to be
rendered by KIM as provided in Section 2 of this Agreement, the
Portfolio shall pay to KIM, at the end of each month, a fee equal
to one-twelfth of 0.02 percent of the average daily net assets of
the Portfolio during the month. If this Agreement is terminated
prior to the end of any month, the fee for such month shall be
prorated.
5. Activities of KIM. The services of KIM to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and KIM shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.
6. Liability of KIM. No provision of this Agreement
shall be deemed to protect KIM against any liability to the Fund
or its shareholders to which it might otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this Agreement.
7. Duration and Termination.
A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of trustees of the Fund, and shall
continue in effect until terminated by the Fund or KIM on 60
days' written notice to the other.
B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.
8. 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.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the 19th day of
February, 1997.
KIEWIT MUTUAL FUND KIEWIT INVESTMENT MANAGEMENT
CORP.
By:/s/ Ann C. McCulloch By:/s/ Ann C. McCulloch
Chairman, President President
and Trustee
Exhibit 24 (b) (11)
Consent of Independent Accountants
We hereby consent to the use in the Statements of Additional
Information constituting part of this Post-Effective
Amendment No. 4 to the registration statement on Form N-1A
(the "Registration Statement") of our report dated July 26,
1996, relating to the financial statements and financial
highlights of Kiewit Mutual Fund, which appears in such
Statements of Additional Information, and to the
incorporation by reference of our report into the
Prospectuses which constitute part of this Registration
Statement. We also consent to the references to us under
the headings "Financial Statements" and "Other Information"
in such Statements of Additional Information and to the
reference to us under the hearing "Financial Highlights" in
such Prospectuses.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Philadelphia, PA
February 28, 1997
EXHIBIT 24(b)(15)
DISTRIBUTION PLAN OF KIEWIT MUTUAL FUND
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Kiewit Mutual Fund (the "Fund") for the
use of the Fund's S Class shares. The Plan has been approved by
a majority of the Fund's Board of Trustees, including a majority
of the Trustees who are not interested persons of the Fund and
who have no direct or indirect financial interest in the
operation of the Plan (the "non-interested trustees"), cast in
person at a meeting called for the purpose of voting on such
Plan.
In reviewing the Plan, the Board of Trustees considered the
proposed schedule and nature of payments and terms of the
advisory agreement between the Fund and Kiewit Investment
Management Corp. (the "Adviser"), and the underwriting agreement
between the Fund and Rodney Square Distributors, Inc. (the
"Distributor"). The Board of Trustees concluded that the
proposed compensation of the Adviser under the advisory
agreement, and of the Distributor under the underwriting
agreement is fair and not excessive. Accordingly, the Board
determined that the Plan should provide for such payments and
that adoption of the Plan would be prudent and in the best
interests of the Fund and its shareholders. Such approval
included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there
is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders.
The Provisions of the Plan are:
1. The Fund shall reimburse the Distributor, or the
Adviser or others through the Distributor, for all expenses
incurred by such parties in the promotion and distribution of the
Fund's S Class shares, including but not limited to, the printing
of prospectuses and reports used for sales purposes, expenses of
preparation of sales literature and related expenses,
advertisements, and other distribution-related expenses, as well
as any distribution or service fees paid to securities dealers or
others who have executed a servicing agreement with the Fund or
the Distributor, which form of agreement has been approved by the
Trustees, including the non-interested trustees.
2. The maximum aggregate amount which may be reimbursed by
the S Class shares of the Fund to such parties pursuant to
Paragraph 1 herein shall be 0.25% per annum of the average daily
net assets of the S Class shares. Said reimbursement shall be
made monthly by the Fund to such parties.
3. The Adviser and the Distributor shall collect and
monitor the documentation of payments made under paragraphs 1 and
2 above, and shall furnish to the Board of Trustees of the Fund,
for their review, on a quarterly basis, a written report of the
monies reimbursed to them and others under the Plan as to the
Fund, and shall furnish the Board of Trustees of the Fund with
such other information as the Board may reasonably request in
connection with the payments made under the Plan as to the Fund
in order to enable the Board to make an informed determination of
whether the Plan should be continued.
4. The Plan shall continue in effect for a period of more
than one year only so long as such continuance is specifically
approved at least annually by the Fund's Board of Trustees,
including the non-interested trustees, cast in person at a
meeting called for the purpose of voting on the Plan.
5. The Plan, or any agreements entered into pursuant to
this Plan, may be terminated at any time, without penalty, by
vote of a majority of the outstanding voting securities of the
Fund, or by vote of a majority of the non-interested Trustees, on
not more than sixty (60) days' written notice, and shall
terminate automatically in the event of any act that constitutes
an assignment of the management agreement between the Fund and
the Manager.
6. The Plan and any agreements entered into pursuant to
this Plan may not be amended to increase materially the amount to
be spent by the Fund for distribution pursuant to Paragraph 2
hereof without approval by a majority of the Fund's outstanding
voting securities.
7. All material amendments to the Plan, or any agreements
entered into pursuant to this Plan, shall be approved by the non-
interested trustees cast in person at a meeting called for the
purpose of voting on any such amendment.
8. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested trustees shall be
committed to the discretion of such non-interested trustees.
9. This Plan shall take effect on the 3rd day of March,
1997.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Fund, the Adviser and the
Distributor as evidenced by their execution hereof.
EXHIBIT 24(b)18
KIEWIT MUTUAL FUND
Multiple Class Plan Pursuant to Rule 18f-3
I. Introduction
This Multiple Class Plan (the "Plan") has been adopted by a
majority of the Board of Trustees of Kiewit Mutual Fund (the
"Fund"), including a majority of the Trustees who are not
interested persons of the Fund, pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "Act").
Rule 18f-3 requires that the Board of an investment company
desiring to offer multiple classes of shares pursuant to said
Rule adopt a plan setting forth the differences among the classes
with respect to shareholder services, distribution arrangements,
expense allocations and any related conversion features or
exchange privileges. The Plan provides a detailed statement of
the differences between the Fund's two classes of shares.
The Fund's Board of Trustees, including a majority of the
non-interested Trustees, has determined that the Plan, including
the allocation of expenses, is in the best interests of the Fund
as a whole, each series of shares offered by the Fund (a
"Portfolio") and each class of shares offered by a Portfolio.
II. Elements of the Plan
1. Class Designation: Each Portfolio's shares shall be
divided into K Class shares and S Class shares. The existing
shares of each Portfolio of the Fund are to be redesignated as K
Class shares.
2. Differences in Availability: S Class shares shall be
available to all investors and will be sold by Rodney Square
Distributors, Inc. (the "Distributor") and by banks, securities
brokers or dealers and other financial institutions that have
entered into a Selling Agreement with the Fund's Distributor. K
Class shares will be available only to existing K Class
shareholders and to certain other investors.
3. Differences in Distribution Arrangements: S Class
shares shall be subject to a Distribution Plan adopted pursuant
to Rule 12b-1 under the 1940 Act. The Distribution Plan for S
Class shares allows each Portfolio of the Fund to spend annually
up to 0.25% of its average daily net assets attributable to S
Class shares to reimburse the Distributor for distribution
activities and expenses primarily intended to result in the sale
of S Class shares.
K Class shares shall not be subject to a Distribution Plan.
4. Differences in Shareholder Services: Other than any
shareholder services that may be provided under the S Class
shares' Distribution Plan, the services offered to shareholders
of each Class shall be the same.
5. Expense Allocation. The following expenses shall be
allocated on a Class-by-Class basis:
(a) fees under the Distribution Plan;
(b) transfer agency and other recordkeeping costs;
(c) Securities and Exchange Commission and blue sky
registration or qualification fees;
(d) printing and postage expenses related to printing and
distributing class specific materials, such as
shareholder reports, prospectuses and proxies to
current shareholders of a particular class or to
regulatory authorities with respect to such class of
shares;
(e) audit or accounting fees or expenses relating solely to
such class;
(f) the expenses of administrative personnel and services
as required to support the shareholders of such class;
(g) litigation or other legal expenses relating solely to
such class of shares;
(h) Trustees' fees and expenses incurred as a result of
issues relating solely to such class of shares; and
(i) other expenses subsequently identified and determined
to be properly allocated to such class of shares.
6. Conversion Features. There shall be no automatic
conversion feature for either the K Class or S Class shares.
7. Exchange Privileges. K Class shares shall be
exchangeable only for K Class shares of other Portfolios of the
Fund. S Class shares shall be exchangeable only for S Class
shares of other Portfolios of the Fund.
8. Voting and Other Rights. Each class shall have: (a)
exclusive voting rights on any matter submitted to shareholders
that relates solely to its arrangements; (b) separate voting
rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of the other
class; and (c) in all other respects, the same rights and
obligation as each other class.
Dated: February 19, 1997
Exhibit 24(b)(19)
KIEWIT MUTUAL FUND
SECRETARY'S CERTIFICATE
The undersigned Secretary of Kiewit Mutual Fund (the
"Fund"), does hereby certify that the Board of Trustees of the
Fund, at a meeting held on February 19, 1997 approved the
following resolution:
RESOLVED, that a Power of Attorney, substantially
in the form of the Power of Attorney presented to
this Board, appointing Kenneth D. Gaskins and
Joseph V. Del Raso, as attorneys-in-fact for the
purpose of filing documents with the Securities
and Exchange Commission, is hereby approved.
IN WITNESS WHEREOF, I have set my hand this 25th day of
February, 1997.
/s/ Kenneth D. Gaskins
Kenneth D. Gaskins
Secretary
POWER OF ATTORNEY
The undersigned Trustees of KIEWIT MUTUAL FUND (the "Trust")
hereby appoint Kenneth D. Gaskins, Esquire and Joseph V. Del
Raso, Esquire as attorneys-in-fact and agents, in all capacities,
to execute, and to file any of the documents referred to below
relating to the Trust's Registration Statement on Form N-1A under
the Investment Company Act of 1940, as amended and under the
Securities Act of 1933, including any and all amendments thereto,
covering the registration of the Trust as an investment company
and the sale of shares of the series of the Trust, including all
exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, including
applications for exemptive order rulings. The undersigned grant
to said attorneys full authority to do every act necessary to be
done in order to effectuate the same as fully, to all intents and
purposes, as he or she could do if personally present, thereby
ratifying all that said attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof.
The undersigned Trustees hereby execute this Power of
Attorney as of this 19th day of February, 1997.
Name Title
/s/ Ann C. McCulloch Chairman of the
Ann C. McCulloch Board of Trustees
/s/ Richards R. Jaros Trustee
Richard R. Jaros
/s/ George Lee Butler Trustee
George Lee Butler
/s/ Lawrence B. Thomas Trustee
Lawrence B. Thomas
/s/ John J. Quindlen Trustee
John J. Quindlen
