SBSF FUNDS INC
497, 1997-08-29
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Dear Shareholder:

The KeyFunds(R) Prospectuses  are being  revised. We are pleased to announce the
addition  of  Lawrence G. Babin as  co-portfolio  manager of the SBSF Fund.  Mr.
Babin   brings   with   him   an   extensive   background   of   management   of
large-capitalization  equity funds.  This  supplement  also provides  additional
information  related to the Funds'  securities  lending  policy.  The  following
information is important and should be kept with a copy of your Prospectus.
- --------------------------------------------------------------------------------
                                   KeyFunds(R)

                                   SBSF Fund
                        SBSF Convertible Securities Fund
                            SBSF Capital Growth Fund

                       Supplement Dated September 1, 1997
                      to the Prospectus Dated April 1, 1997

The Prospectus of the above Funds is supplemented as follows:

On page 9 under the topic,  "Investment  Techniques," the following  information
replaces the first 2 sentences in paragraph 5:

To increase income,  each Fund may lend up to 10% of its total assets to certain
brokers or dealers,  banks or other institutional  investors,  such as insurance
companies  and pension  funds.  The Fund only will enter into loan  arrangements
with  entities  that  the  Adviser  has  determined  to  be  creditworthy  under
guidelines  established by the Board. Subject to the receipt of an SEC exemptive
order,  Key Trust Company of Ohio, N.A., the lending agent, may earn a fee based
on the amount of income earned on the investment of collateral.

On page 10 under  "Management  of the Funds" and the subtopic,  "The  Investment
Adviser," the fourth paragraph is replaced with the following:

Christopher C. Grisanti and Lawrence G. Babin are  co-portfolio  managers of the
SBSF Fund. Mr. Grisanti,  a Managing Director,  Analyst and Portfolio Manager of
KAM, has been associated with KAM (including its predecessors) since 1994. Prior
to that time, Mr. Grisanti was a corporate finance attorney with Simpson Thacher
& Bartlett.  Mr.  Grisanti  has served as a  portfolio  manager of the SBSF Fund
since April,  1996. Mr. Babin, a Managing  Director and Senior Portfolio Manager
of KAM, has been  associated  with KAM (and its  predecessors)  since 1982.  Mr.
Babin joined Mr. Grisanti as co-portfolio manager of the SBSF Fund in September,
1997.


Please insert this Supplement in the front of your Prospectus. Investors wishing
to obtain more information should call the Funds at 800-KEY-FUND(R).



                                                                  2KF-SBSF-SUP1

<PAGE>


Dear Shareholder:

The  KeyFunds(R)  Prospectuses  are  being  revised.  This  supplement  provides
additional  information related to the Key Stock Index Fund's securities lending
policy. The following information is important and should be kept with a copy of
your Prospectus.
- --------------------------------------------------------------------------------
                                   KeyFunds(R)

                              Key Stock Index Fund

                       Supplement Dated September 1, 1997
                      to the Prospectus Dated April 1, 1997

The Prospectus of the Key Stock Index Fund is supplemented as follows:

On  page 7  under  the  topic,  "Investment  Objective  and  Policies,"  and the
subtopic, "Permissible Investments and Associated Risks," the following sentence
should be added to the end of the paragraph titled "Securities Lending."

Subject to the receipt of an SEC  exemptive  order,  Key Trust  Company of Ohio,
N.A., the lending agent,  may earn a fee based on the amount of income earned on
the investment of collateral.


Please insert this Supplement in the front of your Prospectus. Investors wishing
to obtain more information should call the Fund at 800-KEY-FUND(R).



                                                                   2KF-IND-SUP1


<PAGE>

                                   KeyFunds(R)

                                    SBSF Fund
                        SBSF Convertible Securities Fund
                            SBSF Capital Growth Fund
                          Key Money Market Mutual Fund

                       Supplement Dated September 1, 1997
                   to the Statement of Additional Information
              Dated April 1, 1997, As Supplemented on July 30, 1997

The SAI of the above Funds is supplemented as follows:

         The following information replaces the section on page 5 titled 
"Loans of Portfolio Securities."

         "SECURITIES  LENDING.  The Funds  (except the Key Money  Market  Mutual
Fund)  may  from  time  to  time  lend  securities  from  their   portfolios  to
broker-dealers,  banks,  financial  institutions and institutional  borrowers of
securities.

         Key Trust  Company of Ohio,  N.A.  ("Key  Trust"),  an affiliate of the
Adviser,  serves as the lending  agent for the Funds  pursuant  to a  Securities
Lending Agency Agreement (the "Lending Agreement").

         Under the guidelines  established by the Board of Directors  (which may
be changed from time to time),  Key Trust must  maintain the loan  collateral at
all times in an amount equal to at least 100% of the current market value of the
loaned  securities.  A Fund will not lend portfolio  securities in excess of the
amounts specified in its prospectus. The aggregate of all outstanding loans of a
Fund may not  exceed  10% of the value of its total  assets.  The Funds will not
lend their portfolio securities to any officer, director,  employee or affiliate
of the Funds, the KeyFunds, KAM or the Distributor.

         A Fund must receive  initially a minimum of 102% collateral in the form
of cash or U.S.  Government  obligations,  to secure  the  return of the  loaned
securities.  Key  Trust,  at  the  direction  of the  Adviser,  may  invest  the
collateral  in  short-term  debt  instruments  that the Adviser  has  determined
present minimal credit risks.  There is a risk of delay in receiving  collateral
or in receiving the securities loaned or even a loss of rights in the collateral
should the borrower of the securities  fail  financially.  Each Fund remains the
owner of the securities loaned during the term of the loan.

         When portfolio  securities are the subject of a loan, the borrower will
pay the Fund any  dividends or interest paid on the loaned  securities  plus any
interest negotiated between the borrower and the seller. Key Trust, on behalf of
the Funds,  may terminate a particular loan at any time. While the Fund will not
have the right to vote  securities  on loan,  the Adviser  intends to direct Key
Trust to  terminate  the loan and  regain  the  right to vote if the issue to be
voted on is considered important with respect to the investment.  Each Fund will
only  enter  into  loan  arrangements  with   broker-dealers,   banks  or  other
institutions  which KAM has  determined  are  creditworthy  under the guidelines
established  by the  Board  of  Directors,  and  when,  in KAM's  judgment,  the
potential returns justify the attendant risks.

     For the services provided under the Lending Agreement, Key Trust receives a
transaction-based  fee. The Company and certain  affiliates  have applied to the
Securities  and  Exchange  Commission  for an order that would  exempt them from
various  provisions of the 1940 Act and that,  among other things,  would enable
Key Trust to:  (a)  receive  compensation  based on a  percentage  of the income
earned on the investment of the collateral received for each loan and (b) invest
the  collateral  in a joint  account  for  the  administrative  convenience  and
economic benefit of the Funds and other affiliated investment companies."


Please  insert this  Supplement in the front of your SAI.  Investors  wishing to
obtain more information should call the Funds at 800-KEY-FUND(R).


                                                                   2KF-SAI-SUP2

<PAGE>

                                   KeyFunds(R)

                              Key Stock Index Fund
                          Key International Index Fund

                       Supplement Dated September 1, 1997
                   to the Statement of Additional Information
                               Dated April 1, 1997

The SAI of the above Funds is supplemented as follows:

         The following information replaces the section on page 5 titled 
"Loans of Portfolio Securities."

         "Securities  Lending.  The Key Stock  Index  Fund may from time to time
lend  securities  from  its  portfolio  to  broker-dealers,   banks,   financial
institutions and institutional borrowers of securities.

         Key Trust  Company of Ohio,  N.A.  ("Key  Trust"),  an affiliate of the
Adviser,  serves as the lending  agent for the Funds  pursuant  to a  Securities
Lending Agency Agreement (the "Lending Agreement").

         Under the guidelines  established by the Board of Directors  (which may
be changed from time to time),  Key Trust must  maintain the loan  collateral at
all times in an amount equal to at least 100% of the current market value of the
loaned  securities.  A Fund will not lend portfolio  securities in excess of the
amounts specified in its prospectus. The aggregate of all outstanding loans of a
Fund may not exceed 33 1/3% of the value of its total assets. The Funds will not
lend their portfolio securities to any officer, director,  employee or affiliate
of the Funds, the KeyFunds, KAM or the Distributor.

         A Fund must receive  initially a minimum of 102% collateral in the form
of cash or U.S.  Government  obligations,  to secure  the  return of the  loaned
securities.  Key  Trust,  at  the  direction  of the  Adviser,  may  invest  the
collateral  in  short-term  debt  instruments  that the Adviser  has  determined
present minimal credit risks.  There is a risk of delay in receiving  collateral
or in receiving the securities loaned or even a loss of rights in the collateral
should the borrower of the securities  fail  financially.  Each Fund remains the
owner of the securities loaned during the term of the loan.

         When portfolio  securities are the subject of a loan, the borrower will
pay the Fund any  dividends or interest paid on the loaned  securities  plus any
interest negotiated between the borrower and the seller. Key Trust, on behalf of
the Funds,  may terminate a particular loan at any time. While the Fund will not
have the right to vote  securities  on loan,  the Adviser  intends to direct Key
Trust to  terminate  the loan and  regain  the  right to vote if the issue to be
voted on is considered important with respect to the investment.  Each Fund will
only  enter  into  loan  arrangements  with   broker-dealers,   banks  or  other
institutions  which KAM has  determined  are  creditworthy  under the guidelines
established  by the  Board  of  Directors,  and  when,  in KAM's  judgment,  the
potential returns justify the attendant risks.

         For the  services  provided  under  the  Lending  Agreement,  Key Trust
receives a  transaction-based  fee.  The  Company and  certain  affiliates  have
applied to the Securities and Exchange Commission for an order that would exempt
them from various provisions of the 1940 Act and that, among other things, would
enable Key Trust to:  (a)  receive  compensation  based on a  percentage  of the
income earned on the investment of the collateral received for each loan and (b)
invest the collateral in a joint account for the administrative  convenience and
economic benefit of the Funds and other affiliated investment companies."


Please  insert this  Supplement in the front of your SAI.  Investors  wishing to
obtain more information should call the Funds at 800-KEY-FUND(R).


                                                                   2KI-SAI-SUP2





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