PEPPER HAMILTON LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
(215) 981-4000
Direct Dial: (215) 981-4526
July 27, 1998
FILED VIA EDGAR
Filing Desk
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Kiewit Mutual Fund (the "Fund")
File Nos. 33-84762 and 811-8648
Rule 497 Filing of Prospectus Supplement
Ladies and Gentlemen:
Pursuant to the requirements of Rule 497(e) under the Securities Act of
1933, submitted via EDGAR is one copy of the Supplement dated July 27, 1998
which will be attached to the above-referenced Fund's K Class Shares
Prospectus dated October 31, 1997. Please direct any questions relating
to this filing to the undersigned at (215) 981-4526. Thank you.
Very truly yours,
/s/ Michael V. Farrell
Michael V. Farrell, Esquire
MVF/klb
Attachments
cc: Kenneth D. Gaskins, Esquire
Mary Jane Maloney, PFPC Inc.
KIEWIT MUTUAL FUND
July 27, 1998 Supplement to the K Class Shares'
Prospectus Dated October 31, 1997
The following replaces and supersedes any contrary information in
the Prospectus:
Management of the Fund
Portfolio Manager: Each Series of the Trust is managed exclusively by
Livingston G. Douglas, Chief Investment Officer of Kiewit Investment
Management Corp. ("KIM") and a chartered financial analyst.
Investment Management Agreement: A change of ownership of KIM, the
Series' investment manager, occurred on March 31, 1998. KIM was
previously owned by Kiewit Diversified Holdings, Inc., which owned 60% of
KIM's capital stock, and Kiewit Construction Company, which owned 40% of
KIM's capital stock. As part of a corporate restructuring transaction, on
March 31, 1998, KIM redeemed all of the shares of its capital stock held
by Kiewit Diversified Holdings, Inc., and Kiewit Construction Company
became KIM's sole owner. KIM will continue to exist as a wholly-owned
subsidiary of Kiewit Construction Company.
The restructuring transaction might be deemed to have caused a change
of control of KIM under the Investment Company Act of 1940 because the
transaction has resulted in the loss of one of KIM's controlling
shareholders, Kiewit Diversified Holdings, Inc. Such a change of control
would trigger the automatic termination of KIM's investment advisory
agreements with the Series. Because of the possibility of automatic
termination, a Special Meeting of Shareholders was held on March 31, 1998,
whereupon each Portfolio's shareholders approved a new investment advisory
agreement with KIM on behalf of the respective Series. The terms of the
new advisory agreements are substantially identical to those of the
previous advisory agreements, and the change of ownership of KIM is not
expected to have a material effect on the investment advisory services
that KIM provides to the Series.
Liquidation of the Tax-Exempt Portfolio
The Tax-Exempt Portfolio and its corresponding master fund, the
Tax-Exempt Series of the Trust, were liquidated on March 31, 1998.
Therefore, shares of that Portfolio are no longer offered to investors.
Change of Administrator, Underwriter, Custodian, Transfer Agent and
Accounting Agent
During the first quarter of 1998, Rodney Square Management Corporation
("Rodney Square") sold its mutual fund administration business to PFPC
Inc. ("PFPC"), an indirect, wholly-owned subsidiary of PNC Bank Corp.,
located at 400 Bellevue Parkway, Wilmington, DE 19809. The Fund's Board
of Trustees has approved the assignment of various Fund service agreements
to PFPC and its affiliates. Consequently, PFPC has replaced Rodney Square
as the Fund's administrator, transfer agent, accounting agent and dividend
paying agent. Additionally, PNC Bank, N.A., 1600 Market Street,
Philadelphia, PA 19103, has replaced Wilmington Trust Company as the Fund's
custodian. Provident Distributors, Inc., Four Falls Corporate Center, 6th
Floor, West Conshohocken, PA 19428, has replaced Rodney Square
Distributors, Inc. as the Fund's underwriter. PFPC, PNC Bank and
Provident Distributors each will provide substantially identical services
to the Fund, on the same terms and at the same rates of compensation, as
Rodney Square and its affiliates previously provided.
Change of Mailing Address for the Purchase or Redemption of Fund Shares
Effective April 1, 1998, the address for mailing Fund purchase or
redemption instructions has changed to Kiewit Mutual Fund, c/o PFPC Inc.,
P.O. Box 8812, Wilmington, DE 19899-9752. The address for instructions
sent by express mail has changed to Kiewit Mutual Fund, c/o PFPC Inc.,
400 Bellevue Parkway, Suite 108, Wilmington, DE 19809. The Fund's telephone
number will remain (800) 2KIEWIT.
