UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
KIEWIT MUTUAL FUND
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] 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 SHORT-TERM GOVERNMENT PORTFOLIO
KIEWIT INTERMEDIATE-TERM BOND PORTFOLIO
KIEWIT TAX-EXEMPT PORTFOLIO
KIEWIT EQUITY PORTFOLIO
March 18, 1998
To Shareholders:
A Special Meeting of Shareholders of Kiewit Money Market Portfolio,
Kiewit Short-Term Government Portfolio, Kiewit Intermediate-Term Bond Portfolio,
Kiewit Tax-Exempt Portfolio and Kiewit Equity Portfolio (collectively, the
"Portfolios") of Kiewit Mutual Fund (the "Fund") will be held at the offices of
Kiewit Investment Management Corp., 1000 Kiewit Plaza, Omaha, Nebraska 68131 at
10:00 a.m. (local time) on March 31, 1998 for the following purposes:
1. To elect a board of five Trustees;
2. 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 Kiewit Investment Management Corp.
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 Short-Term Government Portfolio:
(b) To approve or disapprove a new Investment Advisory
Agreement between Kiewit Investment Management Corp.
and Kiewit Investment Trust, on behalf of the Kiewit
Short-Term Government Series.
The following item is to be voted on ONLY by shareholders of
record of Kiewit Intermediate-Term Bond Portfolio:
<PAGE>
(c) To approve or disapprove a new Investment Advisory
Agreement between Kiewit Investment Management Corp.
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 Tax-Exempt Portfolio:
(d) To approve or disapprove a new Investment Advisory
Agreement between Kiewit Investment Management Corp.
and Kiewit Investment Trust, on behalf of the Kiewit
Tax-Exempt Series.
The following item is to be voted on ONLY by shareholders of
record of Kiewit Equity Portfolio:
(e) To approve or disapprove a new Investment Advisory
Agreement between Kiewit Investment Management Corp.
and Kiewit Investment Trust, on behalf of the Kiewit
Equity Series.
3. To ratify the selection of Price Waterhouse, LLP as the Fund's
independent accountants for the fiscal year ending June 30, 1998; 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 February 28, 1998
are entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Trustees
KENNETH D. GASKINS
Secretary
March 18, 1998
Omaha, Nebraska
IMPORTANT
Whether or not you plan to attend the meeting, please mark your voting
instructions on the enclosed proxy and promptly date, sign and return it in the
enclosed envelope. No postage is required if mailed in the United States. We ask
your cooperation in helping the Fund by mailing your proxy promptly.
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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 SHORT-TERM GOVERNMENT PORTFOLIO
KIEWIT INTERMEDIATE-TERM BOND PORTFOLIO
KIEWIT TAX-EXEMPT PORTFOLIO
KIEWIT EQUITY PORTFOLIO
March 18, 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 Short-Term Government
Portfolio, Kiewit Intermediate-Term Bond Portfolio, Kiewit Tax-Exempt 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 March
31, 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 March 18, 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 persons named as proxies will consider the
best interests of the shareholders in deciding whether the Meeting should be
adjourned.
As of the close of business on February 28, 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"), 526,593,612.07
shares of the Kiewit Money Market Portfolio, 25,651,408.912 shares of the Kiewit
Short-Term Government Portfolio, 24,216,233.877 shares of the Kiewit
Intermediate-Term Bond Portfolio, 14,426,285.526 shares of the Kiewit Tax-Exempt
Portfolio and 5,810,487.547 shares of the Kiewit Equity Portfolio were
outstanding.
Shareholders of the Portfolios will vote together with respect to the
election of Trustees (Proposal 1) 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
Trustees. 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.
-1-
<PAGE>
Shareholders of the Portfolios will vote separately with respect to the
approval of their corresponding Series' investment advisory agreements with
Kiewit Investment Management Corp. (Proposal 2). 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 agreements ("1940 Act Majority Vote").
A 1940 Act Majority Vote means the vote of (a) at least 67% of the shares of
each Portfolio present in person or by proxy, if more than 50% of the shares of
the Portfolio are represented at the meeting, or (b) more than 50% of the
outstanding shares of each Portfolio, whichever is less.
Under Delaware law, abstentions and broker non-votes will be included
for purposes of determining whether a quorum is present at the Meeting, but will
be treated as votes not cast and, therefore, would not be counted for purposes
of determining whether the Proposals have been approved.
The cost of solicitation, including preparing and mailing the proxy
materials, will be borne by the Portfolios. In addition to solicitations through
the mails, the employees of Kiewit Investment Management Corp. may solicit
proxies by telephone, telegraph and personal interviews. It is not anticipated
that any of the foregoing persons will be specially engaged for that purpose.
PRINCIPAL SHAREHOLDERS
The following shareholders beneficially owned more than 5% of the
Portfolios' outstanding shares as of the Record Date:
Number of Shares Percentage
Name & Address Beneficially Owned of Portfolio
Kiewit Money Market Portfolio:
Level 3 Communications, Inc. 108,925,649.4 20.68%
3555 Farnam Street
Omaha, NE 68131
Wasatch Constructors, Joint Venture 64,826,769.61 12.31%
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Diversified Group Inc. 44,574,142.43 8.46%
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 40,700,572.15 7.73%
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Coal Properties Inc. 38,390,974.38 7.29%
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Construction Company 33,955,178.59 6.45%
1000 Kiewit Plaza
Omaha, NE 68131
TOTAL 331,373,286.600
Kiewit Short-Term Government Portfolio:
Kiewit Coal Properties Inc. 10,062,987.56 39.23%
1000 Kiewit Plaza
Omaha, NE 68131
Kiewit Diversified Holdings Inc. 6,450,071.770 25.15%
1000 Kiewit Plaza
Omaha, NE 68131
Level 3 Communications, Inc. 3,313,010.600 12.92%
3555 Farnam Street
Omaha, NE 68131
Big Horn Coal Company 1,308,476.977 5.10%
1000 Kiewit Plaza
Omaha, NE 68131
TOTAL 21,134,546.916
Kiewit Intermediate-Term Bond Portfolio:
Level 3 Communications, Inc. 10,368,904.26 42.82%
3555 Farnam Street
Omaha, NE 68131
-3-
<PAGE>
Number of Shares Percentage
Name & Address Beneficially Owned of Portfolio
Kiewit Diversified Holdings Inc. 4,076,943.243 16.84%
1000 Kiewit Plaza
Omaha, NE 68131
Continental Holdings Inc. 3,349,504.790 13.83%
1000 Kiewit Plaza
Omaha, NE 68131
Northern Trust Company, Trustee 2,002,907.033 8.27%
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
Decker Coal Reclamation Fund 1,941,275.774 8.02%
1000 Kiewit Plaza
Omaha, NE 68131
TOTAL 21,739,535.107
Kiewit Tax-Exempt Portfolio:
KMI Continental Lease 1, Inc. 12,293,574.19 85.22%
1000 Kiewit Plaza
Omaha, NE 68131
Level 3 Communications, Inc. 1,977,128.684 13.71%
3555 Farnam Street
Omaha, NE 68131
TOTAL 14,270,702.874
Kiewit Equity Portfolio:
Northern Trust Company, Trustee 1,752,898.277 30.17%
for Continental Kiewit Inc.
Pension Plan
P.O. Box 92956
Chicago, IL 60675-2956
-4-
<PAGE>
Number of Shares Percentage
Name & Address Beneficially Owned of Portfolio
Wilmington Trust Company, Trustee 1,704,854.028 29.34%
for Kiewit Construction Group
Retirement Savings Plan
1100 N. Market Street
Wilmington, DE 19890
Decker Coal Reclamation 1,537,894.374 26.47%
1000 Kiewit Plaza
Omaha, NE 68131
Wilmington Trust Company, Trustee 387,575.522 6.67%
for Decker Coal Company
Pension Plan
1100 N. Market Street
Wilmington, DE 19890
TOTAL 5,383,222.201
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.
-5-
<PAGE>
PROPOSAL NO. 1
Election of Five Trustees of the Fund
Certain information concerning the nominees for Trustee is set forth
below. Each of the nominees has agreed to serve if elected, and if any of the
nominees is unavailable to serve for any reason, the persons named as proxies
will vote for a substitute nominee selected by the Fund's Board of Trustees. The
Fund currently knows of no reason why any of the nominees listed below would be
unable or unwilling to serve if elected.
Certain information regarding the nominees and the Fund's current
Trustees and Executive Officers is set forth below:
Nominees for Trustee
<TABLE>
<CAPTION>
Principal
Occupation Fund Shares Percent Owned
Name and Current Position for Past Owned Beneficially Beneficially
with the Fund 5 Years Age February 28, 1998 February 28, 1998
- ------------------------------------- ------------------------ ------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Robert H. Arnold, Trustee Since 1989, Co- 54 0 0
Manager of R.H.
Arnold & Co., Inc., an
investment banking
company
Lawrence B. Thomas, Trustee Retired in 1996 after 62 0 0
serving in numerous
financial positions at
ConAgra, Inc.
including Treasurer,
Secretary, Risk
Officer and Senior
Vice President
Finance
*Stephen A. Sharpe Since 1996, Vice 44 0 0
President-Finance,
Kiewit Construction
Group Inc.; From
1991 to 1996, Vice
President of U.S.
Generating Company.
-6-
<PAGE>
*Thomas C. Stortz Vice President and 46 0 0
General Counsel,
Kiewit Construction
Group Inc. (for more
than the past five
years)
*Kenneth E. Stinson Executive Vice 55 0 0
President, PKS (for
more than the past
five years); Chairman
(since 1993) and
CEO (since 1992),
Kiewit Construction
Group Inc.; also a
director of ConAgra,
Inc. and Valmont
Industries, Inc.
</TABLE>
* An "interested person" of the Fund as defined in Section 2(a)(19) under the
1940 Act.
Messrs. Sharpe and Stinson are directors of Kiewit Investment Management
Corp. ("KIM"), the investment adviser of the Portfolio's corresponding Series.
Additionally, Mr. Stinson is Chairman and Chief Executive Officer, Mr. Stortz is
Vice President and General Counsel and Mr. Sharpe is Vice President-Finance of
Kiewit Construction Group Inc., the parent company of Kiewit Construction
Company which is a controlling stockholder of KIM.
-7-
<PAGE>
Current Trustees and Executive Officers of the Fund
<TABLE>
<CAPTION>
Principal Shares Owned
Occupation Beneficially
Position or February 28,
Name Position Age Since Employment 1998
---- -------- --- ----- ---------- -----
<S> <C> <C> <C> <C> <C>
Robert H. Arnold Trustee 54 1997 See "Nominees for 0
Trustee" above
Lawrence B. Thomas Trustee 62 1994 See "Nominees for 0
Trustee" above
*George Lee Butler Trustee 59 1994 President of Kiewit 0
Energy Company
*Livingston G. Douglas President, Chief 37 1997 President and Chief Less than 1% of
Investment Investment Officer of outstanding
Officer and KIM; From 1993 to Shares
Chief Financial 1997, Senior Fixed-
Officer Income Portfolio
Manager & Director
of Fixed Income
Research for
Investment Advisers,
Inc.
*Theodore C. Dutcher Vice President 42 1998 Vice President of 0
KIM; From 1995 to
1997, Principal of
Asset Advisory,
Inc.and from 1992 to
1995, Director of
Sales and Marketing
of Insight Investment
Management, Inc.
*Brian P. Mosher Vice President 41 1994 Vice President of Less than 1% of
and Treasurer KIM; From 1989 to outstanding
1994, Investment Shares
Manager of Meridian
Mutual Insurance
Company
*Kenneth D. Gaskins Secretary 51 1994 Vice President, Less than 1% of
Secretary and outstanding
Corporate Counsel of Shares
KIM; 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.
-8-
<PAGE>
During the Fund's fiscal year ended June 30, 1997, four regular Board
meetings were held and no special meetings were held. Each of the current
Trustees attended at least 75% of the total number of Board meetings.
During the fiscal year ended June 30, 1997, the Trustees who are not
"interested persons" (as defined in the Act) received compensation from the
Fund, as follows:
<TABLE>
<CAPTION>
Compensation Table
(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
<S> <C> <C> <C> <C>
Robert H. Arnold* $2,500 0 0 $5,000
Trustee
Lawrence B. Thomas $12,500 0 0 $17,500
Trustee
John J. Quindlen* $12,500 0 0 $17,500
</TABLE>
* On March 14, 1997, John J. Quindlen resigned as a Trustee of the Fund and
Kiewit Investment Trust. At that time, Mr. Arnold was appointed a Trustee
of both the Fund and Kiewit Investment Trust.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS
ELECT EACH OF THE NOMINEES TO THE FUND'S BOARD OF TRUSTEES.
PROPOSAL NO. 2
Approval of Investment Advisory Agreements
Shareholders of the Portfolios are being asked to approve new
investment 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 a corresponding Series of the Trust with the
same investment objectives and policies. The Series invest directly in portfolio
securities and have entered into investment management agreements with KIM for
the management of their assets (the "Existing Agreements").
-9-
<PAGE>
New investment advisory agreements (the "New Agreements") have
been proposed for the Series, the terms of which are substantially identical to
those of the Existing Agreements. The reason that shareholders are being asked
to approve the New Agreements is that the parent companies of KIM are planning a
corporate restructuring transaction (the "Restructuring") that may be considered
to result in a change of control of KIM. Under the 1940 Act, such change of
control would be deemed to cause the assignment of KIM's investment advisory
agreements with the Series resulting in their automatic termination. Once these
agreements have terminated, new agreements between KIM and the Series must be
approved by the Series' shareholders (i.e. the Portfolios). Pursuant to
requirements of the 1940 Act 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 its own shareholders.
The following summary provides information about KIM and the
Restructuring, as well as the Existing Agreements and the New Agreements.
Information Concerning KIM and the Restructuring
KIM is a Delaware corporation organized in 1994 and an
investment adviser registered under the Investment Advisers Act of 1940. KIM
supervises the investment of the assets of the Series in accordance with their
respective objectives, policies and restrictions. KIM is an indirect,
wholly-owned subsidiary of Peter Kiewit Sons', Inc. ("PKS"), a construction,
mining and telecommunications company. KIM's Directors and Officers and their
principal occupations are listed below:
<TABLE>
<CAPTION>
Person & Position Principal Occupation
<S> <C>
Walter Scott, Jr. Chairman of the Board and President, PKS (for more than the past five
Director years); also a director of Berkshire Hathaway Inc., Burlington
Resources Inc., CalEnergy Company, Inc., ConAgra, Inc.,
Commonwealth Telephone Enterprises, Inc., RCN Corporation, U.S.
Bancorp and Valmont Industries, Inc.
Kenneth E. Stinson Executive Vice President, PKS (for more than the past five years);
Director Chairman (since 1993) and CEO (since 1992), Kiewit Construction
Group Inc.; also a director of ConAgra, Inc. and Valmont Industries,
Inc.
James Q. Crowe President and Chief Executive Officer, Level 3 Communications, Inc.
Director (since August 1, 1997); Chairman of the Board, WorldCom, Inc., an
international telecommunications
company (January 1997-July 1997);
Chairman of the Board, MFS
Communications Company, Inc. (1992-
1996); also a director of Commonwealth
Telephone Enterprises, Inc., RCN
Corporation and InaCom Corp.
-10-
<PAGE>
Person & Position Principal Occupation
R. Douglas Bradbury Executive Vice President, Chief Financial Officer, Level 3
Director Communications, Inc. (August 1, 1997-present); Chief Financial
Officer (1992-1996), Executive Vice
President (1995-1996), Senior Vice
President (1992-1995) of MFS
Communications Company, Inc.; Senior
Vice President - Corporate Affairs for
MFS Telecom, Inc.
(1988-1992).
Stephen A. Sharpe Vice President-Finance, Kiewit Construction Group Inc.(since 1996);
Director Vice President, U.S. Generating Company from 1991 to 1996.
Livingston G. Douglas See "Current Executive Officers" above under Proposal No. 1.
President and Chief Investment
Officer
Brian J. Mosher See "Current Executive Officers" above under Proposal No. 1.
Vice President and Treasurer
Kenneth D. Gaskins See "Current Executive Officers" above under Proposal No. 1.
Vice President and Secretary
Theodore C. Dutcher See "Current Executive Officers" above under Proposal No. 1.
Vice President
</TABLE>
It is anticipated that Messrs. Crowe and Bradbury both will resign from KIM's
Board of Directors immediately after the Restructuring.
KIM is currently owned by two PKS subsidiaries, Kiewit
Diversified Holdings, Inc., which owns 60% of KIM's capital stock, and Kiewit
Construction Company, which owns 40% of KIM's capital stock. PKS will be
restructured in a transaction pursuant to which PKS will distribute all of the
shares of Kiewit Construction Company's parent company, the result of which will
be the separation of Kiewit Construction Company and Kiewit Diversified
Holdings, Inc. into independent companies with different owners. In connection
with this transaction, KIM will redeem all of the shares of its capital stock
held by Kiewit Diversified Holdings, Inc., and Kiewit Construction Company will
become KIM's sole owner. KIM will continue to exist as a wholly-owned subsidiary
of Kiewit Construction Company after the Restructuring.
Because the Restructuring will result in the loss of one of
KIM's controlling shareholders, namely Kiewit Diversified Holdings, Inc., the
transaction may be considered a change of control of KIM; therefore, under the
1940 Act, an assignment of KIM's investment advisory agreements with the Series
could be deemed to occur. Such an assignment would result in the automatic
termination of the Series' advisory agreements. Although the Restructuring may
technically result in a change of control of KIM, it is not expected to have a
material effect on KIM's operations. The investment personnel and procedures of
KIM will not change as a result of the Restructuring, nor will its investment
style.
-11-
<PAGE>
Section 15(f) of the 1940 Act permits, in the context of a
change in control of an investment adviser to a registered investment company,
the receipt by such adviser, or any of its affiliated persons, of any amount or
benefit in connection with a sale of an interest in the adviser, 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
such interest 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 the three
year period after the sale of such interest, 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.
Management of the Fund is not aware of any circumstances
arising from the Restructuring 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, is not applicable to the Restructuring of
KIM because the transaction involves a redemption of KIM's capital stock by its
majority stockholder. Pursuant to Section 15(f)(4)(B) of the 1940 Act, for
transactions where a controlling block of an investment adviser's voting
securities is transferred to such adviser (as in the case of Kiewit Diversified
Holding's redemption of KIM's stock), the disinterested director requirement
does not apply.
Information Concerning the Existing Agreements
Subject to the supervision of the Board, KIM 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
February 19, 1997. 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's 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.
Pursuant 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
-12-
<PAGE>
Market Series .20%; Kiewit Short-Term Government Series .30%; Kiewit
Intermediate-Term Bond Series .40%; Kiewit Tax-Exempt Series .40%; and Kiewit
Equity Series .70%. For the fiscal year ended June 30, 1997, after fee waivers
by KIM which are currently in effect, the Series paid the following amounts to
KIM for its services: Kiewit Money Market Series $498,712; Kiewit Short-Term
Government Series $222,537; Kiewit Intermediate-Term Bond Series $353,381;
Kiewit Tax-Exempt Series $473,824; and Kiewit Equity Series $407,796.
KIM shall not be liable for any error of judgment or mistake
of law for any loss suffered by the Trust in rendering services under the
Existing Agreements except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from the reckless disregard by it of its
obligations and duties under the Existing Agreements.
The Existing Agreements were approved for a two year period by
the initial shareholders of the Series and by the Trustees at a meeting held for
that purpose on February 19, 1997. 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 Restructuring, which may result in a change of control of
KIM, may be deemed to be an "assignment" (as defined in the 1940 Act) of the
Existing Agreements. Such an assignment would trigger the automatic termination
of the Agreements pursuant to their terms as required under the 1940 Act. Thus,
in order for the Trust to continue to receive the investment management services
it now receives from KIM, it may be necessary for the Trust, on behalf of each
Series, to enter into the New Agreements to become effective after consummation
of the Restructuring. Except for the effective date and termination date, the
New Agreements contain the same terms as the current Advisory Agreements (see
"Information Concerning the New Agreements, " below).
If the New Agreements are not approved by the shareholders of
the Portfolios, the Trustees of the Fund will consider what other action is
appropriate based upon the best interests of the shareholders.
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Information Concerning the New Agreements
The New Agreements are identical to the Existing Agreements,
except for a change in the effective and termination dates. A form of the New
Agreements is attached to this Proxy Statement as Exhibit A.
It is anticipated that the New Agreements will be dated as of
the effective date of the Restructuring, which is expected to occur on March 31,
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. The Fund's Board of Trustees has considered the Restructuring and its
anticipated effects upon the investment management services that KIM currently
provides to the Portfolios through their corresponding master Series. The Board,
including a majority of the Trustees who are not parties to the investment
advisory agreements or interested persons of any such party, voted to recommend
the New Agreements to the Fund's shareholders for their approval.
In considering the New Agreements, the Trustees considered
that the terms do not contemplate any change in (i) the management or operations
of KIM relating to the Series; (ii) the personnel managing the Series; or (iii)
the fees paid by the Series to KIM for its services. KIM has informed the Board
of Trustees that the Restructuring is not expected to result in any changes to
the foregoing and that at present KIM has no plans or proposals to make any
changes in its business or the composition of senior management or personnel or
in the fees charged to the Series. Following the consummation of the
Restructuring, KIM is expected to continue to operate in substantially the same
manner as it presently operates. There can be no assurances, however, that
changes may not occur. If, after the consummation of the Restructuring, changes
in KIM are proposed that might materially affect its services to the Series, the
Board of Trustees will consider the effect of those changes and take such action
as it deems advisable under the circumstances.
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.
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<PAGE>
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.
THE BOARD OF TRUSTEES RECOMMENDS
APPROVAL OF PROPOSAL NO. 2 TO APPROVE THE
SERIES' INVESTMENT ADVISORY AGREEMENTS.
PROPOSAL NO. 3
Ratification of the Selection of the Fund's Independent Accountants
The Board has selected Price Waterhouse, 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, 1998. Price Waterhouse, LLP 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 Price Waterhouse, LLP is expected to be present at the
Meeting.
Price Waterhouse, LLP acted as auditors for the Fund for the
fiscal year ended June 30, 1997. The selection of Price Waterhouse, LLP 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.
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<PAGE>
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 Reports and Semi-Annual Reports 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) 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 Secretary of
the Fund, at 1000 Kiewit Plaza, Omaha, Nebraska 68131-3344. Ordinarily, the Fund
does not hold annual shareholder meetings.
By Order of the Board of Trustees
KENNETH D. GASKINS
Secretary
March 18, 1998
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<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 KIEWIT INVESTMENT
MANAGEMENT CORP., 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 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
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 the
Manager will not be deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Fund or in respect of the Series, or be in breach of any
obligation owing to the Fund or in respect of the Series under this Agreement,
or otherwise, solely by reason of its having caused the Series to pay a member
of a securities exchange, a broker or a dealer a commission for effecting a
securities transaction for the Series in excess of the amount of commission
another member of an exchange, broker or dealer would have charged if the
Manager determines in good faith that the commission paid was reasonable in
relation to the brokerage or research services provided by such member, broker
or dealer, viewed in terms of that particular transaction or the Manager's
overall responsibilities with respect to its accounts, including the Fund, as to
which it exercises investment discretion. 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.
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<PAGE>
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. 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.
7. Liability of Manager
No provision of this Agreement shall be deemed to protect the
Manager 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. Nothing in this Agreement shall constitute a
waiver or limitation of any rights which the Fund or its shareholders may have
under federal or state securities laws.
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<PAGE>
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.
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.
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<PAGE>
IN WITNESS WHEREOF, the parties hereby have caused this
Agreement to be executed an of the day and year first written above.
KIEWIT INVESTMENT MANAGEMENT CORP.
By:
Livingston G. Douglas
President
KIEWIT INVESTMENT TRUST
By:
Livingston G. Douglas
President
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<PAGE>
BY SIGNING AND DATING THE BACK OF THIS BALLOT, YOU AUTHORIZE THE PROXIES TO VOTE
EACH PROPOSAL AS MARKED. IF NOT MARKED, THE PROXIES WILL VOTE "FOR" EACH
PROPOSAL, AND AS THEY SEE 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 - March 31, 1998
The undersigned hereby constitutes and appoints Kenneth D. Gaskins and
Matthew J. Johnson, or any of them, with power of substitution, as proxies 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 proxies 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. On the ELECTION OF FIVE TRUSTEES:
|_| FOR all nominees listed (except as marked to the contrary below)
|_| WITHHOLD AUTHORITY to vote for all nominees listed below
Robert H. Arnold (To withhold authority for any
Lawrence B. Thomas individual nominee, place a line
Stephen A. Sharpe through the nominee's name)
Thomas C. Stortz
Kenneth E. Stinson
2. 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 Kiewit Investment Management Corp. 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 Short- Term Government Portfolio:
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(b) To approve or disapprove a new Investment Advisory Agreement
between Kiewit Investment Management Corp. and Kiewit
Investment Trust, on behalf of the Kiewit Short-Term
Government Series.
FOR |_| AGAINST |_| ABSTAIN |_|
The following item is to be voted on ONLY by shareholders of record
of Kiewit Intermediate-Term Bond Portfolio:
(c) To approve or disapprove a new Investment Advisory Agreement
between Kiewit Investment Management Corp. and Kiewit
Investment Trust, on behalf of the Kiewit Intermediate-Term
Bond Series.
FOR |_| AGAINST |_| ABSTAIN |_|
The following item is to be voted on ONLY by shareholders of record
of Kiewit Tax- Exempt Portfolio:
(d) To approve or disapprove a new Investment Advisory Agreement
between Kiewit Investment Management Corp. and Kiewit
Investment Trust, on behalf of the Kiewit Tax-Exempt Series.
FOR |_| AGAINST |_| ABSTAIN |_|
The following item is to be voted on ONLY by shareholders of record
of Kiewit Equity Portfolio:
(e) To approve or disapprove a new Investment Advisory Agreement
between Kiewit Investment Management Corp. and Kiewit
Investment Trust, on behalf of the Kiewit Equity Series.
FOR |_| AGAINST |_| ABSTAIN |_|
3. To ratify the selection of Price Waterhouse, LLP as independent
accountants for the fiscal year ending June 30, 1998; 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.
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