As filed with the Securities and Exchange Commission on November 13, 1996
Registration No. 2-84920
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Post-Effective Amendment No. 27 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 28 |X|
(Check appropriate box or boxes)
___________________________________
SBSF FUNDS, INC.
(Exact Name of Registrant as specified in Charter)
45 Rockefeller Plaza
New York, New York 10111
(Address of Principal Executive Offices, including Zip Code)
__________________________
Registrant's Telephone Number, including Area Code: (212) 903-1255
Leigh A. Wilson
c/o Karen F. Haber
KeyCorp Management Company
127 Public Square, 13th Floor
Cleveland, OH 44114
(Name and Address of Agent for Service)
Copies to:
Michael R. Parker, Esq. Robert M. Kurucza, Esq.
Spears, Benzak, Salomon & Farrell, Inc. Marco E. Adelfio, Esq.
45 Rockefeller Plaza Morrison & Foerster LLP
New York, New York 10111 2000 Pennsylvania Ave., N.W., Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
|X| Immediately upon filing pursuant to |_| on (date) pursuant to
Rule 485(b), or Rule 485(b), or
|_| 60 days after filing pursuant to |_| on (date) pursuant to Rule
Rule 485(a), or 485(a)(1), or
|_| 75 days after filing pursuant |_| on (date) pursuant to
to paragraph (a)(2), or paragraph (a)(2) of Rule 485
If appropriate, check the following box:
|_| this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Calculation of Registration Fee
Under the Securities Act of 1933*
<TABLE>
<S> <C> <C> <C> <C>
-------------------------- ------------------------- -------------------------- ------------------- --------------------
Proposed Maximum
Aggregate
Title of Securities Proposed Maximum Offering Price*** Amount of
Being Registered Amount Being Offering Price Registration
Registered** Per Share** Fee
-------------------------- ------------------------- -------------------------- ------------------- --------------------
-------------------------- ------------------------- -------------------------- ------------------- --------------------
SBSF Capital Growth Fund 68,171 $9.83 $330,000.00 $100.00
-------------------------- ------------------------- -------------------------- ------------------- --------------------
-------------------------- ------------------------- -------------------------- ------------------- --------------------
Key Money Market Mutual 17,441,509 $1.00 $0 $0
Fund
-------------------------- ------------------------- -------------------------- ------------------- --------------------
Total $330,000.00 $100.00
<FN>
* Registrant continues its election to register an indefinite number or
amount of shares of common stock under the Investment Company Act of
1940. The Rule 24f-2 Notice for Registrant's most recent fiscal year
ended November 30, 1995 was filed on January 29, 1996.
** Calculated on the basis of the share prices in effect on November 1,
1996 pursuant to Rule 457(d) under the Securities Act of 1933.
*** The respective maximum aggregate offering prices for shares of common
stock of the SBSF Fund and the Key Money Market Mutual Fund are
calculated pursuant to Rule 24e-2 under the Investment Company Act of
1940. During its fiscal year ended November 30, 1995, the Registrant
redeemed or repurchased shares of its common stock in the aggregate
amount of $96,796,557 (54,432,819 shares). During its current fiscal
year, an amount of $0 (0 shares) for the SBSF Capital Growth Fund and
$33,679,349 (33,679,349 shares) for the Key Money Market Mutual Fund
contributed to the aggregate amount (including all funds of the
Company) of $79,046,242 (47,196,675 shares) used for reductions
pursuant to paragraph (c) of Rule 24f-2 under the Investment Company
Act of 1940. None of the redeemed shares were used for reductions
pursuant to Rule 24e-2 in previous post-effective amendments filed
during the current fiscal year. Accordingly, the Funds now are
registering an aggregate amount of $18,080,315 (17,509,680 shares),
which is equal to the remaining 17,476,110 shares redeemed during the
fiscal year ended November 30, 1995, plus 33,570 shares. While no fee
is due with respect to the registration of 34,601 shares of the SBSF
Capital Growth Fund and 17,441,509 shares of the Key Money Market
Mutual Fund registered hereby, the Registrant has elected to register,
for $100.00, an additional $330,000 worth of shares (approximately
33,570 shares of SBSF Capital Growth Fund).
</FN>
</TABLE>
<PAGE>
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 27 to the Registration Statement of
SBSF Funds, Inc. (d/b/a Key Mutual Funds) is comprised of the following papers
and documents:
1. The facing sheet to register a definite number of Shares of common
stock, par value $.01 per share, of the SBSF Capital Growth Fund and
the Key Money Market Mutual Fund;
2. A signature page; and
3. Exhibit Ex-99.B.10, the opinion and consent of Morrison & Foerster
LLP, counsel to the Registrant, as to the legality of the Shares being
registered.
With the exception of the items listed above, this Post-Effective
Amendment No. 27 under the Securities Act of 1933 incorporates by reference all
materials filed as part of Post-Effective Amendment No. 24 to Form N-1A for SBSF
Funds, Inc. (d/b/a Key Mutual Funds), File No. 2-84920.
The sole purpose of this Post-Effective Amendment No. 27 is to register
a definite number of additional Shares of common stock of SBSF Funds, Inc. (d/b/
a Key Mutual Funds) pursuant to Rule 24e-2(a) under the Investment Company Act
of 1940.
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(b) Exhibits
(Ex-99.B.10)Opinion and consent of Morrison & Foerster LLP
<PAGE>
[MORRISON & FOERSTER LLP LETTERHEAD]
November 12, 1996
Writer's Direct Dial Number
(202) 887-1500
SBSF Funds, Inc.
45 Rockefeller Plaza
New York, NY 10111
Re: Post-Effective Amendment No. 27 to SBSF Funds, Inc. Registration
Statement on Form N-1A
Ladies and Gentlemen:
We refer to Post-Effective Amendment No. 27 and Amendment No. 28 to the
Registration Statement on Form N-1A (SEC File No. 2-84920) (the "Registration
Statement") of SBSF Funds, Inc., a Maryland corporation (d/b/a Key Mutual Funds)
(the "Company"), relating to the registration of 68,171 shares of the SBSF
Capital Growth Fund and 17,441,509 shares of the Key Money Market Mutual Fund
(collectively, the "Shares"). The registration of such Shares is being made in
reliance on Section 24(e)(1) of the Investment Company Act of 1940.
We have been requested by the Company to furnish this opinion as Exhibit 10
to the Registration Statement.
We have examined documents relating to the organization of the Company and
the authorization and issuance of the Shares. We have also made such inquiries
of the Company and examined such questions of law as we have deemed necessary
for the purpose of rendering the opinion set forth herein. We have assumed the
genuineness of all signatures and the authenticity of all items submitted to us
as originals and the conformity of all items submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Shares have been duly and validly authorized
by all appropriate corporate action, and assuming delivery of the Shares by sale
or in accord with the Company's dividend reinvestment plan in accordance with
the Company's then-current Registration Statement under the Securities Act of
1933, the Shares will be validly issued, fully paid and nonassessable.
We consent to the submission of a copy of this opinion to the Securities
and Exchange Commission in connection with the registration of a definite number
of shares in Post-Effective Amendment No. 27 and Amendment No. 28 to the
Company's Registration Statement, as contemplated in Section 24(e)(1) of the
Investment Company Act of 1940.
The opinion given above is subject to the condition that the Company shall
have complied or will comply with the provisions of any applicable laws,
regulations and permits of any state or foreign country in which any of the
Shares are sold or are issued in accord with the Company's dividend reinvestment
plan.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Kalamazoo, and State of Michigan on the 12th day of November, 1996.
SBSF FUNDS, INC.
By: *
Leigh A. Wilson
President
By: /s/ Scott A. Englehart
Scott A. Englehart
*Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following individuals in the capacities and on the date indicated:
<TABLE>
<S> <C> <C>
SIGNATURES TITLE DATE
* President and Director November 12, 1996
Leigh A. Wilson (Principal Executive Officer)
* Director November 12, 1996
Eugene J. McDonald
* Non-Executive Chairman November 12, 1996
Frank A. Weil and Director
* Director November 12, 1996
Edward P. Campbell
* Treasurer (Principal Financial Officer November 12, 1996
Kevin L. Martin and Principal Accounting Officer)
</TABLE>
*By: /s/ Scott A. Englehart
Scott A. Englehart
*Attorney-in-Fact
