U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please Print or Type
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1. Name and address of issuer: SBSF Funds, Inc.
45 Rockefeller Plaza
New York, New York 10111
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2. Name of each series or class of funds for which this notice is filed:
SBSF Fund
SBSF Convertible Securities Fund
SBSF Capital Growth Fund
Key Money Market Mutual Fund
Key Stock Index Fund
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3. Investment Company Act File Number: 811-03792
Securities Act File Number: 2-84920
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4. Last day of fiscal year for which this notice is filed:
November 30, 1996
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration:
Not Applicable
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Key Money Market Mutual Fund
Number: 17,441,509
Amount: $17,441,509
SBSF Capital Growth Fund
Number: 68,171
Amount: $638,806
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 91,857,564
Aggregate sale price: $156,765,643
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 74,347,884
Aggregate sale price: $138,685,328
<PAGE>
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number: 2,273,437
Aggregate sale price: $18,530,943
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $138,685,328
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 18,530,943
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 115,348,686
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): 41,867,585
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 0.00030303
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 12,687.15
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's Lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's Lockbox
depository:
January 27, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Scott A. Englehart
Assistant Secretary
Date: January 27, 1997
[MORRISON & FOERSTER LLP LETTERHEAD]
January 27, 1997
SBSF Funds, Inc.
45 Rockefeller Plaza
New York, NY 10111
Re: Issuance of 94,131,001 Shares of SBSF Funds, Inc.
Ladies and Gentlemen:
SBSF Funds, Inc. (d/b/a Key Mutual Funds) (the "Company") has requested our
opinion in connection with the issuance by the Company of 94,131,001 capital
shares of the Company, aggregating the issuance of five separate series (the
"Stock") during the period December 1, 1995 through November 30, 1996, inclusive
("Fiscal 1996"). We understand that a copy of this opinion will be provided to
the Securities and Exchange Commission pursuant to Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Company and
the authorization and issuance of shares of the Company. We have also examined a
certificate of the Assistant Secretary of the Company, dated January 27, 1997,
relating to the number of shares of the Company issued by the Company during
Fiscal 1996.
Based upon and subject to the foregoing and in reliance upon the opinion of
Piper & Marbury LLP of January 26, 1996, we are of the opinion that:
The issuance of the Stock by the Company has been duly and validly
authorized by all appropriate corporate action and, assuming delivery by sale or
in accord with the Company's dividend reinvestment plan was in accordance with
the description set forth in the Company's current prospectuses under the
Securities Act of 1933, the Stock has been duly authorized and is 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 filing of the Company's Rule
24f-2 Notice for Fiscal 1996, as contemplated in Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Company shall
have complied with the provisions of any applicable laws, regulations and
permits of any state or foreign country in which any of the Stock was sold or
was issued in accord with the Company's dividend reinvestment plan.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
