SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant / X /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240-14a-11(c) or ss.240-14a-12
Kiewit Mutual Fund
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(Name of Registrant as Specified in its Charter)
Kiewit Mutual Fund
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
KIEWIT MUTUAL FUND
1000 Kiewit Plaza
Omaha, Nebraska 68131-3344
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS OF
KIEWIT MONEY MARKET PORTFOLIO
KIEWIT INTERMEDIATE-TERM BOND PORTFOLIO
KIEWIT EQUITY PORTFOLIO
October 23, 1998
To Shareholders:
A Special Meeting of Shareholders of Kiewit Money Market Portfolio, Kiewit
Intermediate-Term Bond Portfolio, and Kiewit Equity Portfolio, each a series of
Kiewit Mutual Fund (the "Fund"), will be held at the offices of Kiewit
Investment Management Corp., 1000 Kiewit Plaza, Omaha, Nebraska 68131 at 10:00
a.m. (local time) on October 23, 1998 for the following purposes:
1. Approval of the following Investment Advisory Agreements:
The following item is to be voted on ONLY by shareholders of record of
Kiewit Money Market Portfolio:
(a) To approve or disapprove a new Investment Advisory Agreement
between Wilmington Trust Company and Kiewit Investment Trust, on
behalf of the Kiewit Money Market Series.
The following item is to be voted on ONLY by shareholders of record of
Kiewit Intermediate-Term Bond Portfolio:
(b) To approve or disapprove a new Investment Advisory Agreement
between Wilmington Trust Company and Kiewit Investment Trust, on
behalf of the Kiewit Intermediate-Term Bond Series.
The following item is to be voted on ONLY by shareholders of record of
Kiewit Equity Portfolio:
(c) To approve or disapprove a new Investment Advisory Agreement
between Wilmington Trust Company and Kiewit Investment Trust, on
behalf of the Kiewit Equity Series.
<PAGE>
2. To elect two Trustees to the Fund's Board of Trustees;
3. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the fiscal year ending June 30, 1999; and
4. To transact such other business as may properly come before the
Meeting, or any adjournment thereof.
Shareholders of record at the close of business on September 23, 1998 are
entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Trustees
KENNETH D. GASKINS
Secretary
October __, 1998
Omaha, Nebraska
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IMPORTANT
Whether or not you plan to attend the meeting, please mark your voting
instructions on the enclosed proxy and promptly date, sign and return it in
the enclosed envelope. No postage is required if mailed in the United
States. We ask your cooperation in helping the Fund by mailing your proxy
promptly.
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<PAGE>
KIEWIT MUTUAL FUND
1000 Kiewit Plaza
Omaha, Nebraska 68131-3344
PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS OF
KIEWIT MONEY MARKET PORTFOLIO
KIEWIT INTERMEDIATE-TERM BOND PORTFOLIO
KIEWIT EQUITY PORTFOLIO
October 23, 1998
The enclosed proxy is solicited by the Board of Trustees of Kiewit Mutual
Fund (the "Fund") in connection with a Special Meeting of Shareholders
("Meeting") of Kiewit Money Market Portfolio, Kiewit Intermediate-Term Bond
Portfolio, and Kiewit Equity Portfolio (collectively, the "Portfolios") and any
adjournment thereof. The Meeting will be held at the offices of Kiewit
Investment Management Corp., 1000 Kiewit Plaza, Omaha, Nebraska at 10:00 a.m.
(local time) on October 23, 1998. Proxies will be voted in accordance with the
instructions contained thereon. If no instructions are given, proxies that are
signed and returned will be voted in favor of the proposals. A shareholder may
revoke his or her proxy at any time before it is exercised by delivering a
written notice to the Fund expressly revoking such proxy, by executing and
forwarding to the Fund a subsequently dated proxy, or by voting in person at the
Meeting. This proxy statement and the accompanying form of proxy are being first
sent to shareholders on approximately October __, 1998. In the event a quorum is
not present in person or by proxy at the Meeting or, if there are insufficient
votes to approve a particular proposal, the person named as proxy will consider
the best interests of the shareholders in deciding whether the Meeting should be
adjourned.
As of the close of business on September 23, 1998, the record date fixed by
the Board of Trustees for the determination of shareholders of the Portfolios
entitled to notice of and to vote at the Meeting ("Record Date"), _____ shares
of the Kiewit Money Market Portfolio, _____ shares of the Kiewit
Intermediate-Term Bond Portfolio and _____ shares of the Kiewit Equity Portfolio
were outstanding.
Shareholders of the Portfolios will vote separately with respect to the
approval of their corresponding master funds' investment advisory agreements
with Wilmington Trust Company (Proposal 1). The vote of the holders of a
"majority of the outstanding voting securities" of each Portfolio, as defined in
the Investment Company Act of 1940, as amended (the "1940 Act"), represented at
the meeting in person or by proxy, is required for approval of their
corresponding Series' investment advisory agreement ("1940 Act Majority Vote").
A 1940 Act Majority Vote means the vote of (a) at least 67% of the shares of
each Portfolio present in person or by proxy, if more than 50% of the shares of
the Portfolio are represented at the meeting, or (b) more than 50% of the
outstanding shares of each Portfolio, whichever is less.
<PAGE>
Shareholders of the Portfolios will vote together with respect to the
election of the Trustees (Proposal 2) and ratification of the selection of the
independent accountants (Proposal 3). The shares of the Fund do not have
cumulative voting rights, and, therefore, a plurality of all votes cast at a
meeting at which a quorum is present shall be sufficient for the election of a
Trustee. An affirmative vote of a majority of the aggregate outstanding shares
of the Fund, present in person or by proxy and voting, is necessary to ratify
the selection of the independent accountants. Each share is entitled to one
vote.
Under Delaware law, abstentions and broker non-votes will be included for
purposes of determining whether a quorum is present at the Meeting, but will be
treated as votes not cast and, therefore, would not be counted for purposes of
determining whether the Proposals have been approved.
The cost of solicitation, including preparing and mailing the proxy
materials, will be borne equally by Kiewit Investment Management Corp. and
Wilmington Trust Company. In addition to solicitations through the mails, the
employees of Kiewit Investment Management Corp. may solicit proxies by telephone
and personal interviews. It is not anticipated that any of the foregoing persons
will be specially engaged for that purpose.
PRINCIPAL SHAREHOLDERS
The following shareholders beneficially owned more than 5% of the
Portfolios' outstanding shares as of the Record Date:
Number of Shares Percentage
Name & Address Beneficially Owned of Portfolio
- -------------- ------------------ ------------
Kiewit Money Market Portfolio:
Wasatch Constructors, Joint Venture 80,732,310.89 22.34%
1000 Kiewit Plaza
Omaha, NE 68131
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<PAGE>
Number of Shares Percentage
Name & Address Beneficially Owned of Portfolio
- -------------- ------------------ ------------
Kiewit-Granite, Joint Venture 38,075,163.30 10.54%
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Construction Company 94,748,059.08 26.22%
1000 Kiewit Plaza
Omaha, NE 68131
TOTAL
Kiewit Intermediate-Term Bond Portfolio:
Northern Trust Company, Trustee 2,048,196.45 34.68%
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
Decker Coal Reclamation Fund 2,340,415.57 39.63%
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Company, Trustee 370,301.74 6.27%
for Black Butte Coal Company Pension Plan
1100 North Market Street
Wilmington, Delaware 19890
Wilmington Trust Company, Trustee 431,826.19 7.31%
for Kiewit Construction
Retirement Savings Plan
1100 North Market Street
Wilmington, Delaware 19890
Wilmington Trust Company, Trustee 306,372.29 5.19%
for Decker Coal Company Pension Plan
1100 North Market Street
Wilmington, Delaware 19890
TOTAL
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<PAGE>
Number of Shares Percentage
Name & Address Beneficially Owned of Portfolio
- -------------- ------------------ ------------
Kiewit Equity Portfolio:
Northern Trust Company, Trustee 1,725,058.63 29.86%
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
Wilmington Trust Company, Trustee 1,901,830.07 32.92%
for Kiewit Construction Group
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890
Decker Coal Reclamation 1,344,203.17 23.27%
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Company, Trustee 302,074.69 5.23%
for Decker Coal Company
Pension Plan
1100 N. Market Street
Wilmington, DE 19890
TOTAL
As of the Record Date, the Trustees and officers of the Fund, as a group,
beneficially owned less than 1% of the Portfolios' outstanding shares.
-4-
<PAGE>
PROPOSAL NO. 1
Approval of New Investment Advisory Agreements
Shareholders of the Portfolios are being asked to approve new investment
advisory agreements to replace the existing advisory agreements between Kiewit
Investment Management Corp. ("KIM") and Kiewit Investment Trust (the "Trust"),
on behalf of the Trust's series (the "Series"). Each Portfolio of the Fund
operates as a feeder fund in a master fund-feeder fund arrangement with the
Trust. As feeder funds, the Portfolios seek to achieve their respective
investment objectives by investing all of their investable assets in
corresponding Series of the Trust with the same investment objectives and
policies. The Series invest directly in portfolio securities and currently
receive investment management services pursuant to their existing investment
advisory agreements with KIM (the "Existing Agreements").
New investment advisory agreements (the "New Agreements") have been
proposed for adoption which provide for the Series' investments to be managed by
Wilmington Trust Company ("Wilmington Trust") instead of KIM. The reason for the
New Agreements is that KIM is selling its investment advisory business and
related assets to Wilmington Trust, and the sale contemplates the assignment of
KIM's existing investment advisory agreements with the Series to Wilmington
Trust (the "Assignment"). Pursuant to the 1940 Act, the assignment of a
registered investment company's advisory agreement requires automatic
termination of the agreement. Consequently, upon the Assignment, new investment
advisory agreements must be approved for the Series' by their respective
shareholders (i.e. the Portfolios). Pursuant to 1940 Act requirements applicable
to master-feeder fund arrangements, each Portfolio's voting rights with respect
to the Series shares that it holds must be passed through to the Portfolio's
shareholders.
The following summary provides information about Wilmington Trust and the
Assignment, as well as the Existing Agreements and the New Agreements.
Information Concerning Wilmington Trust and the Assignment
Wilmington Trust, with principal offices located at 1100 North Market
Street, Wilmington, Delaware 19890, is a Delaware corporation and a wholly-owned
subsidiary of Wilmington Trust Corporation, a publicly held bank-holding
company. Wilmington Trust is registered under the Investment Advisers Act of
1940 and presently serves as the investment manager of the Rodney Square Funds.
Ted T. Cecala is the principal executive officer of Wilmington Trust. The
name and principal occupation of each director of Wilmington Trust as of
September 30, 1998 were as follows:
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<PAGE>
Name of Director Occupation
---------------- ----------
Ted T. Cecala Chief Executive Officer and Chairman of the
Board of Wilmington Trust
Andrew B. Kirkpatrick Counsel to the law firm of Morris, Nichols,
Arsht and Tunnell
David P. Roselle President of the University of Delaware
Mary Jornlin-Theisen Civic leader
Charles S. Crompton, Jr. Partner of the law firm of Potter,
Anderson & Corroon
Edward B. du Pont Private investor
Stacey J. Mobley Senior Vice President, external affairs,
E.I. Du Pont de Nemours and Company
Carolyn S. Burger Principal of CB Associates, Inc., a
consulting firm
Robert V. A. Harra, Jr. President, Chief Operating Officer and
Treasurer of Wilmington Trust
Leonard W. Quill Retired
Richard R. Collins Chairman of Collins, Inc., a consulting firm
Hugh E. Miller Retired
Thomas P. Sweeney Partner in the law firm of Richards,
Layton & Finger, P.A.
H. Stewart Dunn, Jr. Partner in the law firm of Ivins,
Phillips & Barker
R. Keith Elliot Chairman of the Board and Chief Executive
Officer of Hercules Incorporated
Robert C. Forney Retired
Rex L. Mears President of Ray S. Mears and Sons, Inc.
Robert W. Tunnell, Jr. Managing Partner of Tunnell Companies, L.P.
H. Rodney Sharp, III Retired
Each of the above persons may be reached c/o Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890.
Pursuant to the Assignment, KIM will sell to Wilmington Trust certain
intangible assets and books and records used by KIM in the conduct of its
business as the adviser to the Series. Due to changes in the business plans of
KIM's parent company, Peter Kiewit Sons', Inc., KIM no longer intends to
-6-
<PAGE>
maintain an investment advisory business that renders services to registered
mutual funds. KIM considered among its options the complete liquidation of the
Fund or the possibility of locating a successor adviser. KIM ultimately
determined that continuing the operations of the Fund through a successor
adviser would be preferable to a liquidation because of tax and other concerns
that might adversely impact Fund shareholders.
After several discussions among the executive personnel at KIM, it was
determined that Wilmington Trust would be able to provide the best overall
capabilities for assuming the management of the Series. Wilmington Trust is a
large independent bank and trust company located in Wilmington, Delaware.
Pursuant to an asset purchase agreement dated as of September 25, 1998, KIM has
agreed to sell to Wilmington Trust those assets necessary to run KIM's
investment management business. In return for those assets, and for undertaking
to assist Wilmington Trust in seeking approval of Wilmington Trust's proposed
advisory contracts with the Trust by the Fund's shareholders, Wilmington Trust
has agreed to make a lump sum payment in cash and contingent payments to KIM
over a four year period that will be based upon the net advisory fees earned by
Wilmington Trust for managing the Series, subject to various terms and
conditions set forth in the asset purchase agreement.
Section 15 of the 1940 Act requires that an advisory contract between an
investment adviser and a registered investment company must terminate
automatically upon its assignment. Therefore, certain steps must be taken to
enable KIT, on behalf of the Series, to enter into new advisory contracts with
Wilmington Trust. In accordance with the requirements of Section 15 and the
terms and conditions set forth in the asset purchase agreement, the Board of
Trustees of the Fund has recommended approval of the proposed advisory contracts
with Wilmington Trust.
Once the Meeting is concluded and assuming that an affirmative vote is
secured approving the New Agreements, the execution and closing of the asset
purchase transaction will take place and the New Agreements will become
effective. KIM will cooperate with Wilmington Trust to insure a smooth
transition with regard to advisory responsibilities.
KIM and Wilmington Trust have agreed that the Assignment, and the
consideration paid to KIM pursuant to the Assignment, shall be subject to
Section 15(f) of the 1940 Act. Section 15(f) permits the receipt by an adviser
to a registered investment company, or any of its affiliated persons, of any
amount or benefit in connection with a sale or transfer of such adviser's
business resulting in the assignment of its advisory agreements, as long as two
conditions are satisfied. First, an "unfair burden" (as defined in the 1940 Act)
must not be imposed on the investment company as a result of the sale of the
interest in the company's adviser. For purposes of Section 15(f), an unfair
burden would include any arrangement during a two year period after the sale of
the advisory business whereby the investment adviser, or any interested persons
of such adviser, receives or is entitled to receive any compensation from the
investment company or its shareholders other than fees for bona fide investment
advisory or other services. The second condition of Section 15(f) is that during
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<PAGE>
the three year period after the sale of the advisory business, at least 75% of
the investment company's board of directors must not be "interested persons" of
the investment company's adviser or predecessor adviser.
The Trustees may consider restructuring the Portfolios in the future to
integrate them with other mutual funds managed by Wilmington Trust and its
affiliates. Such actions, including possible merger of the Portfolios with the
Rodney Square Funds, are currently in the planning stage and would not be
implemented until after the closing date of the asset purchase transaction. The
consent of shareholders would be required for any restructuring of the
Portfolios.
Management of the Fund is not aware of any circumstances arising from the
Assignment that might result in the imposition of an "unfair burden" on the
Fund. Furthermore, the second condition of Section 15(f), the 75% disinterested
director requirement, would be complied with through the proposed election of an
additional "non-interested" Trustee to the Fund's Board and resignation of one
of the two "interested" Trustees (see Proposal No. 2).
Information Concerning the Existing Agreements
Subject to the supervision of the Board, KIM currently provides portfolio
management, research and analysis, advice and recommendations with respect to
the purchase and sale of securities for each Series pursuant to the Existing
Agreements between the Trust, on behalf of the Series, and KIM dated June 17,
1998. KIM also maintains certain books and records in connection with its
services to the Trust.
The Existing Agreements provide that KIM will pay the salaries and expenses
of all its personnel and all expenses incurred by it in the ordinary course of
performing its duties under such Agreements. All costs and expenses not
expressly assumed by KIM under the Agreements shall be paid by the Trust or its
administrator, including, but not limited to, the expenses incurred in: the
maintenance of its corporate existence; the maintenance of its own books,
records and procedures; dealing with its own shareholders; the payment of
dividends; transfer of stock, including issuance, redemption and repurchase of
shares; preparation of share certificates; reports and notices to shareholders;
calling and holding of shareholder meetings; miscellaneous office expenses;
brokerage commissions; custodian fees; legal and accounting fees; the fees and
expenses of the Trust's non-interested Trustees; and taxes.
According to the Existing Agreements, KIM is entitled to an annual fee,
payable monthly, equal to the following percentages of a Series' average daily
net assets: Kiewit Money Market Series .20%; Kiewit Intermediate-Term Bond
Series .40%; and Kiewit Equity Series .70%. For the fiscal year ended June 30,
1998, after fee waivers and assumption of certain expenses by KIM, the Series
paid the following amounts to KIM for its services: Kiewit Money Market Series
$463,747; Kiewit Intermediate-Term Bond Series $464,082; and Kiewit Equity
Series $568,633. Wilmington Trust has agreed to continue the advisory fee
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<PAGE>
waivers and assumption of expenses in order to maintain the current cap on the
Portfolios' annual operating expenses after the Assignment.
The Existing Agreements were last approved by shareholders on March 31,
1998 and by the Trustees at a meeting held for that purpose on June 17, 1998.
The Existing Agreements remain in effect from year to year if specifically
approved at least annually by vote of "a majority of the outstanding voting
securities" of the Trust, as defined under the Act, or by the Board of Trustees
and, in either event, by the vote of a majority of the Trustees who are not
parties to the Agreements or interested persons of any such party, cast in
person at a meeting called for such purpose. The Agreements may be terminated by
the Trust without penalty at any time on sixty (60) days' written notice to KIM.
KIM may terminate the Agreements after ninety (90) days' written notice to the
Trust.
The Assignment triggers the automatic termination of the Existing
Agreements pursuant to their terms as required under the 1940 Act. Consequently,
in order for the Trust to receive from Wilmington Trust the investment
management services it now receives from KIM, the Trust, on behalf of each
Series, must enter into the New Agreements. If the New Agreements are not
approved by the shareholders of the Portfolios, the Board of Trustees will
consider what other actions are appropriate based upon the best interests of the
shareholders, including possible liquidation of the Fund.
Information Concerning the New Agreements
The terms of the New Agreements are similar but not identical to those of
the Existing Agreements; the most substantial change is the substitution of
Wilmington Trust, as the Series' investment adviser. Other changes in the New
Agreements are discussed in the following paragraphs. A form of the New
Agreements is attached to this Proxy Statement as Exhibit A.
The principal differences between the form of the Existing Agreements and
the New Agreements, in addition, to the identity of the parties, are (1) certain
terms are set forth in greater detail and particular references are made to the
Trust's registration statement for greater clarity; (2) the adviser is expressly
permitted to aggregate the Trust's portfolio securities orders with those of
other clients of the adviser; and (3) the limitations on the adviser's liability
to the Trust and its shareholders are restated. The compensation payable to the
adviser under the New Agreements is unchanged.
The New Agreements specify that the adviser's selection of brokers for
execution of portfolio trades shall be in accordance with the policies set forth
in the Fund's registration statement. As provided in the Existing Agreements,
the adviser must use its best efforts to obtain best price and most favorable
execution but may pay higher portfolio commissions to certain brokers in return
for research services, subject to the adviser's good faith determination that
such commissions are reasonable.
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<PAGE>
The New Agreements include a new term providing that neither the Trust nor
the adviser will adopt a formula for the allocation of the Series' brokerage
transactions. The New Agreements also expressly state that the adviser may, to
the extent permitted by applicable laws and regulations, aggregate the Series'
portfolio securities orders with the orders of the adviser's other clients in
order to obtain the most favorable price and efficient execution. In that event,
allocation of the securities purchased or sold, as well as expenses incurred in
the transaction, will be made by the adviser in the manner it considers to be
the most equitable and consistent with its fiduciary obligations to the Trust
and to its other clients.
Finally, the New Agreements restate the limitations on the adviser's
liability to the Trust and its shareholders. In the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
obligations or duties under the Agreement by the adviser, the adviser shall not
be subject to liability to the Trust or to any shareholder of the Trust or its
Series for any act or omission in the course of, or connected with, rendering
services under the New Agreement or for any losses that may be sustained in the
purchase, holding or sale of any security or the making of any investment for or
on behalf of the Series. However, no provision of the New Agreement may be
construed to protect any Trustee or officer of the Trust, or the adviser, from
liability in violation of Sections 17(h), 17(i), 36(a) or 36 (b) of the 1940
Act.
It is anticipated that the New Agreements would be dated as of the closing
date of the asset purchase transaction, which is expected to occur on October
23, 1998. The New Agreements will continue in effect for an initial term of two
years and may continue thereafter from year to year if specifically approved at
least annually by the vote of "a majority of the outstanding voting securities"
of the Trust or by the Board of Trustees of the Trust and, in either event, by
the vote of a majority of the Trustees who are not parties to the New Agreements
or interested persons of any such party, cast in person at a meeting called for
such purpose.
Evaluation of the New Agreements by the Board of Trustees
Each of the Trustees of the Fund is also a Trustee of the Trust. At a Board
meeting held on September 23, 1998, the Fund's Trustees considered the
Assignment and its anticipated effects upon the investment management services
that the Portfolios receive through their corresponding master Series.
Representatives of Wilmington Trust met with the Board members and provided
them with information about their investment management operations. They
explained their investment philosophy and the strategies that they would use in
managing the Series. They also related the historical performance of Wilmington
Trust's money market, intermediate term bond and equity accounts. In considering
the engagement of Wilmington Trust as the Series' adviser, the Trustees noted
the following: (1) Wilmington Trust's conservative investment philosophy and
strategies were compatible with KIM's philosophy and strategies in managing the
Series; (2) Wilmington Trust has a solid investment performance record; and (3)
the advisory fees payable by the Series under the New Agreements would remain
the same. Based upon these factors, the Board, including a majority of the
Trustees who are not parties to the investment advisory agreements or interested
-10-
<PAGE>
persons of any such party, voted to recommend shareholder approval of the New
Agreements.
Brokerage Allocation
KIM, in effecting the purchase and sale of portfolio securities for the
Series, currently seeks execution of trades at the most favorable and
competitive rate of commission charged by any broker, dealer or member of an
exchange. However, KIM reserves the right to seek execution of trades at a
higher rate of commission charges if reasonable in relation to brokerage and
research services provided to the Trust or KIM by such member, broker, or
dealer. Such services may include, but are not limited to, the following:
information as to the availability of securities for purchase or sale and
statistical or factual information or opinions pertaining to investments. KIM
may use research and services provided to it by brokers and dealers in servicing
all its clients, however, not all such services will be used by KIM in
connection with the Trust. Under the New Agreements, Wilmington Trust would
follow substantially similar policies for allocating the Series' brokerage
transactions.
THE BOARD OF TRUSTEES RECOMMENDS
APPROVAL OF PROPOSAL NO. 1 TO APPROVE THE
SERIES' INVESTMENT ADVISORY AGREEMENTS.
PROPOSAL NO. 2
Election of Trustees
The Fund's Board has nominated Nicholas A. Giordano and Robert J. Christian
for election as Trustees of the Fund. The reason for this election is that the
Fund's Board of Trustees must be restructured in order to comply with Section
15(f) of the 1940 Act. As discussed above in Proposal No. 1, for a period of
three years after KIM's sale of its advisory business to Wilmington Trust, at
least 75% of the members of the Fund's Board may not be "interested persons" (as
defined in the 1940 Act) of either KIM or Wilmington Trust. In order for the
composition of the Fund's Board to comply with this requirement, it is proposed
that Nicholas A. Giordano would be elected as a non-interested Trustee, Messrs.
Sharpe and Stinson, both interested Trustees, would resign from the Board and
Mr. Christian would be elected to the Board as the sole interested Trustee.
Certain information about Messrs. Giordano and Christian is set forth
below. Each nominee has agreed to serve if elected, and if he should be
unavailable to serve for any reason, the persons named as proxies will vote for
a substitute nominee selected by the Board of Trustees. The Fund currently knows
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<PAGE>
of no reason why Messrs. Giordano and Christian would be unable or unwilling to
serve if elected.
Nominee for Trustee
<TABLE>
<CAPTION>
Fund Percent
Principal Shares Owned
Occupation for Past Owned as Beneficially
Name 5 Years Age of 9/23/98 as of 9/23/98
---- ------- --- ---------- -------------
<S> <C> <C> <C> <C>
Nicholas A. Interim President of 55 0 0
Giordano LaSalle University
since July 1, 1998;
President and Chief
Executive Officer of the
Philadelphia Stock Exchange
from 1981 through August
1997; Financial Services
consultant, 1997-1998
*Robert J. Chief Investment 49 0 0
Christian Officer of
Wilmington Trust and
Director of Rodney Square
Management Corporation since
February 1996. Chairman and
Director of PNC Equity
Advisors Company and
President and Chief
Investment Officer of PNC
Asset Management Group, Inc.
from 1994-1996; Chief
Investment Officer of PNC
Bank from 1992-1996.
</TABLE>
* Mr. Christian is an officer of the proposed investment adviser for the
Series and would therefore be an "interested" Trustee.
Current Trustees and Executive Officers of the Fund
<TABLE>
<CAPTION>
Shares
Principal Owned
Occupation Beneficially
Position or September 23,
Name Position Age Since Employment 1998
---- -------- --- ----- ---------- ----
<S> <C> <C> <C> <C> <C>
Robert H. Arnold Trustee 54 1997 Since 1989, 0
Co-Manager of
R.H. Arnold &
Co., Inc., an
investment
banking company
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<PAGE>
Lawrence B. Thomas Trustee 62 1994 Retired in 1996 0
after serving in
numerous
financial
positions at
ConAgra, Inc.
including
Treasurer,
Secretary, Risk
Officer and
Senior Vice
President Finance
*Stephen A. Sharpe Trustee 44 1998 Since 1996, Vice 0
President-Finance,
Kiewit
Construction
Group Inc.; Vice
President of U.S.
Generating
Company
*Kenneth E. Stinson Trustee 55 1998 Executive Vice 0
President, Peter
Kiewit Sons', Inc.
(for more than the
past five years);
Chairman (since
1993) and CEO
(since 1992),
Kiewit
Construction
Group Inc.; also a
director or
ConAgra, Inc.
and Valmont
Industries, Inc.
*Livingston G. Douglas President, 37 1997 President and Less than
Chief Chief Investment 1% of
Investment Officer of KIM; outstanding
Officer and From 1993 to Shares
Chief 1997, Senior
Financial Fixed-Income
Officer Portfolio
Manager &
Director of Fixed
Income Research
for Investment
Advisers, Inc.
-13-
<PAGE>
*Kenneth D. Gaskins Secretary 51 1994 Vice President, Less than
Secretary and 1% of
Corporate outstanding
Counsel of KIM; Shares
Corporate
Counsel of
Kiewit
Diversified
Group, Inc.
(1992-1997)
</TABLE>
* Interested Person of the Fund as defined in Section 2(a)(19) of the 1940
Act.
During the Fund's fiscal year ended June 30, 1998, four regular Board
meetings were held and one special Board meeting was held. Each of the current
Trustees attended at least 75% of the total number of Board meetings. The Board
has an Audit Committee consisting of Messrs. Arnold and Thomas which is
responsible for recommending the selection of the Fund's independent accountants
and for conducting post-audit reviews of the Fund's financial condition with the
accountants. The Audit Committee held one meeting during the year ended June 30,
1998, and both members of the Audit Committee attended the meeting.
During the fiscal year ended June 30, 1998, the Trustees who are not
"interested persons" (as defined in the Act) received compensation from the
Fund, as follows:
<TABLE>
<CAPTION>
Compensation Table
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Total
Pension or Compensation
Retirement From Registrant
Aggregate Benefits Accrued Estimated Annual and Fund
Name of Compensation As Part of Fund Benefits Upon Complex Paid to
Person & Position From Registrant Expenses Retirement Trustee
----------------- --------------- -------- ---------- --------
Robert H. Arnold $13,750 0 0 $27,500
Trustee
Lawrence B. Thomas $13,750 0 0 $27,500
Trustee
</TABLE>
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS
ELECT NICHOLAS A. GIORDANO AND ROBERT J. CHRISTIAN AS TRUSTEES OF
THE FUND.
-14-
<PAGE>
PROPOSAL NO. 3
Ratification of the Selection of the Fund's Independent Accountants
The Board has selected PricewaterhouseCoopers LLP, located at Thirty South
17th Street, Philadelphia, PA 19103, to serve as independent accountants to
audit the financial statements of the Fund for the fiscal year ending June 30,
1999. PricewaterhouseCoopers has advised the Fund that neither it, nor any of
its members, has any other relationship with the Fund, and that none of them has
any direct or indirect financial interest in the Fund. No representative of
PricewaterhouseCoopers is expected to be present at the Meeting.
PricewaterhouseCoopers acted as auditors for the Fund for the fiscal year
ended June 30, 1998. The selection of PricewaterhouseCoopers was based upon the
skill and expertise of that firm in the specialized area of investment company
accounting, reflected in its national practice in this field.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL
OF PROPOSAL NO. 3 TO RATIFY THE SELECTION
OF THE FUND'S INDEPENDENT ACCOUNTANTS.
PROPOSAL NO. 4
Other Business
Management knows of no matters to be brought before the Meeting other than
those mentioned in this Proxy Statement. If other matters do come before the
Meeting, it is intended that the shares represented by proxies will be voted in
accordance with the judgment of the person or persons exercising at the Meeting
the authority conferred by the proxies.
Other Matters
PFPC Inc. serves as the administrator, accounting services, dividend
disbursing and transfer agent for each Portfolio and Series and is located at
103 Bellevue Parkway, Wilmington, DE 19809. The Fund has entered into a
distribution agreement with Provident Distributors, Inc., located at Four Falls
Corporate Center, 6th Floor, West Conshohocken, PA 19428, pursuant to which
Provident Distributors is responsible for supervising the sale of each
Portfolio's shares.
Shareholder Reports
The most recent Annual Report of the Fund and the Trust are available at no
cost to shareholders upon request by: (1) writing to Kenneth D. Gaskins, the
Secretary of the Fund, at 1000 Kiewit Plaza, Omaha, Nebraska 68131-3344; (2)
-15-
<PAGE>
calling Kenneth D. Gaskins at 1-800-228-7574; (3) writing to PFPC Inc. at 103
Bellevue Parkway, Wilmington, DE 19809 or (4) calling 1-800-2KIEWIT.
Shareholder Proposals
Any shareholder who desires to submit a shareholder proposal may do so by
submitting such proposal in writing, addressed to the Fund, c/o PFPC Inc., 103
Bellevue Parkway, Wilmington, DE 19809. Ordinarily, the Fund does not hold
annual shareholder meetings.
By Order of the Board of Trustees
KENNETH D. GASKINS
Secretary
October __,1998
-16-
<PAGE>
Exhibit A
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this ____ day of __________, 1998, by and between KIEWIT
INVESTMENT TRUST, a Delaware business trust (the "Fund"), and WILMINGTON TRUST
COMPANY, a Delaware corporation (the "Manager").
1. Duties of Advisor
The Fund hereby employs the Manager to manage the investment and
reinvestment of the assets of the _____________________________ Series of the
Fund (the "Series"), to continuously review, supervise and administer the
Series' investment program, to determine in its discretion, and without prior
consultation with the Fund, the securities to be purchased or sold and the
portion of the Series' assets to be uninvested, to provide the Fund with records
concerning the Manager's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and the Board of Trustees of
the Fund, all in compliance with the Series' investment objective, policies and
limitations set forth in the Fund's registration statement and applicable laws
and regulations. Subject to compliance with the requirements of the Investment
Company Act of 1940 (the "1940 Act"), the Manager may retain, at the Manager's
own expense, one or more sub-advisers to the Series. The Manager accepts such
employment and agrees to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services described herein on the terms and for the compensation provided herein.
2. Series Transactions
The Manager is authorized to select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Series in
accordance with the policies with respect to portfolio transactions set forth in
the Fund's registration statement, and is directed to use its best efforts to
obtain the best available price and most favorable execution, except as
prescribed herein.
It is understood that neither the Fund nor the Manager will adopt a formula
for the allocation of Series brokerage. It is further understood that the
Manager may, in its discretion, use brokers who provide a Series with research,
analysis, advice and similar services to execute portfolio transactions on
behalf of the Series, and the Manager may pay to those brokers in return for
brokerage and research services a higher commission than may be charged by other
brokers, subject to the Manager determining in good faith that such commission
is reasonable in terms either of the particular transaction or of the overall
responsibility of the Manager to the Series and its other clients and that the
total commissions paid by such Series will be reasonable in relation to the
benefits to the Series over the long term.
-17-
<PAGE>
It is understood that the Manager may, to the extent permitted by
applicable laws and regulations, aggregate securities to be sold or purchased
for any Series and for other clients in order to obtain the most favorable price
and efficient execution. In that event, allocation of the securities purchased
or sold, as well as expenses incurred in the transaction, will be made by the
Manager in the manner it considers to be the most equitable and consistent with
its fiduciary obligations to the Fund and to its other clients.
The Manager will promptly communicate to the officers and trustees of the
Fund such information relating to transactions for the Series as they may
reasonably request.
3. Compensation of the Manager
For the services to be rendered by the Manager as provided in Section 1 of
this Agreement, the Fund shall pay to the Manager, at the end of each month, a
fee equal to one-twelfth of ___ percent of the daily average net assets of the
Series during the month. The value of net assets shall be determined in
accordance with definitions contained in the Fund's registration statement and
the applicable provisions of the 1940 Act. In the event that this Agreement is
terminated at other than a month-end, the fee for such month shall be prorated.
4. Other Services
At the request of the Fund, the Manager, in its discretion, may make
available to the Fund office facilities, equipment, personnel and other
services. Such office facilities, equipment, personnel and service shall be
provided for or rendered by the Manager and billed to the Fund at the Manager's
cost and, where applicable, the cost thereof shall, be apportioned among the
several Series of the Fund proportionate to their respective utilization
thereof.
5. Reports
The Fund and the Manager agree to furnish to each other information with
regard to their respective affairs as each may reasonably request.
6. Status of the Manager
The services of the Manager to the Fund or in respect of the Series, are
not to be deemed exclusive, and the Manager shall be free to render similar
services to others as long as its services to the Fund or in respect of the
Series, are not impaired thereby. The Manager shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
-18-
<PAGE>
7. Liability of Manager
Except as provided below, in the absence of wilful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations or duties hereunder on
the part of the Manager, the Manager shall not be subject to liability to the
Fund or to any shareholder of the Fund or its Series for any act or omission in
the course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security or the
making of any investment for or on behalf of the Series.
No provision of this Agreement shall be construed to protect any Trustee or
officer of the Fund, or the Manager, from liability in violation of Sections
17(h), 17(i), 36(a) or 36 (b) of the 1940 Act.
8. Permissible Interests
Subject to and in accordance with the Agreement and Declaration of Trust of
the Fund and the charter of the Manager, trustees, officers, and shareholders of
the Fund are or may be interested in the Manager (or any successor thereof) as
directors, officers or shareholders, or otherwise; directors, officers, agents
and shareholders of the Manager are or may be interested in the Fund as
trustees, officers, shareholders or otherwise; and the Manager (or any
successor) is or may be interested in the Fund as a shareholder or otherwise and
the effect of any such interrelationships shall be governed by said agreement
and declaration of trust and charter and the provisions of the 1940 Act.
9. Duration and Termination
This Agreement shall become effective on the date first written above and
shall continue in effect for a period of two years from such date, and
thereafter only if such continuance is approved at least annually by a vote of
the Fund's Board of Trustees, including the vote of a majority of the trustees
who are not parties to this Agreement or interested persons of any such party,
cast in person, at a meeting called for the purpose of voting on such approval.
In addition, the question of continuance of this Agreement may be presented to
the shareholders of the series; in such event, such continuance shall be
effected only if approved by the affirmative vote of the holders of a majority
of the outstanding voting securities of the series.
This Agreement may at any time be terminated without payment of any penalty
either by vote of the Board of Trustees of the Fund or by vote of the holders of
a majority of the outstanding voting securities of the Series, on sixty days,
written notice to the Manager.
This Agreement shall automatically terminate in the event of its
assignment.
This Agreement may be terminated by the Manager after ninety days' written
notice to the Fund.
-19-
<PAGE>
Any notice under this Agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at any office of such party.
As used in this Section 9, the terms "assignment," "interested persons,"
and a "vote of the holders of a majority of the outstanding voting securities"
shall have the respective meanings set forth in Section 2(a)(4), Section
2(a)(19) and Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
10. Severability
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
11. Governing Law
To the extent that state law has not been preempted by the provisions of
any law of the United States heretofore or hereafter enacted, as the same may be
amended from time to time, this Agreement shall be administered, construed and
enforced according to the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be
executed as of the day and year first written above.
WILMINGTON TRUST COMPANY
By:
----------------------------
KIEWIT INVESTMENT TRUST
By:
----------------------------
Livingston G. Douglas
President
-20-
<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXY TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXY WILL VOTE "FOR" EACH PROPOSAL,
AND AS HE SEES FIT ON ANY OTHER MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE COMPLETE AND MAIL
THIS BALLOT AT ONCE IN THE ENCLOSED ENVELOPE.
KIEWIT MUTUAL FUND
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS - October 23, 1998
The undersigned hereby constitutes and appoints Kenneth D. Gaskins, with
power of substitution, as proxy to appear and vote all of the shares of
beneficial interest standing in the name of the undersigned on the record date
at the special meeting of shareholders of Kiewit Mutual Fund to be held at 1000
Kiewit Plaza, Omaha, Nebraska 68131 at 10:00 a.m. local time, or at any
postponement or adjournment thereof; and the undersigned hereby instructs said
proxy to vote as indicated on this proxy ballot.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED IN THE
FOLLOWING ITEMS. IF NO CHOICE IS SPECIFIED, THEY WILL BE VOTED TO APPROVE EACH
PROPOSAL. PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THESE MATTERS. THIS
PROXY IS SOLICITED ON BEHALF OF THE FUND'S BOARD OF TRUSTEES.
1. Approval of the following Investment Advisory Agreements:
The following item is to be voted on ONLY by shareholders of record of
Kiewit Money Market Portfolio:
(a) To approve or disapprove a new Investment Advisory Agreement
between Wilmington Trust Company and Kiewit Investment Trust, on
behalf of the Kiewit Money Market Series.
FOR / / AGAINST / / ABSTAIN / /
The following item is to be voted on ONLY by shareholders of record of
Kiewit Intermediate-Term Bond Portfolio:
(b) To approve or disapprove a new Investment Advisory Agreement
between Wilmington Trust Company and Kiewit Investment Trust, on
behalf of the Kiewit Intermediate-Term Bond Series.
FOR / / AGAINST / / ABSTAIN / /
<PAGE>
The following item is to be voted on ONLY by shareholders of record of
Kiewit Equity Portfolio:
(c) To approve or disapprove a new Investment Advisory Agreement
between Wilmington Trust Company and Kiewit Investment Trust, on
behalf of the Kiewit Equity Series.
FOR / / AGAINST / / ABSTAIN / /
2 (a) To elect Nicholas A. Giordano to the Fund's Board of Trustees
FOR / / AGAINST / / ABSTAIN / /
(b) To elect Robert J. Christian to the Fund's Board of Trustees
FOR / / AGAINST / / ABSTAIN / /
3. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants for the fiscal year ending June 30, 1999;
and
FOR / / AGAINST / / ABSTAIN / /
To transact such other business as may properly come before the
Meeting.
- ------------------------------------------------------------------------------
SIGNATURE SIGNATURE (JOINT OWNER) DATE
PLEASE DATE AND SIGN NAME OR NAMES TO AUTHORIZE THE VOTING OF YOUR SHARES AS
INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS, ALL JOINT OWNERS
SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, TRUSTEE, ADMINISTRATOR, OR OTHER
REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.
