KIEWIT MUTUAL FUND
April 1, 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
A change of ownership of Kiewit Investment Management
Corp. ("KIM"), the Series' investment manager, occurred as of
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.
