As filed with the Securities and Exchange Commission on June 30, 1997
File 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. 31
(Check Appropriate Box or Boxes) /X/
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 32 /X/
SBSF FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
45 Rockefeller Plaza
New York, New York 10111
(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, including Area Code: (212) 903-1255
Leigh A. Wilson
c/o Karen F. Haber
KeyCorp Mutual Funds Group
127 Public Square, 13th Floor
Cleveland, OH 44114
(Name and Address of Agent for Service)
COPIES TO:
Scott A. Englehart Robert M. Kurucza, Esq.
BISYS Fund Services Marco E. Adelfio, Esq.
3435 Stelzer Road Morrison & Foerster LLP
Suite 1000 2000 Pennsylvania Ave, NW
Columbus, OH 43219 Washington, DC 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 485(a)(1), or Rule 485(a)(1), or
/ / 75 days after filing pursuant to / / on (date) pursuant to
Rule 485(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.
No filing fee is required under the Securities Act of 1933 because
an indefinite number of shares of the Registrant's Common Stock, par
value $.01 per share, has previously been registered pursuant to Rule
24f-2 under the Investment Company Act of 1940. The Registrant filed
the notice required by Rule 24f-2 on January 28, 1997 for its fiscal
year ended November 30, 1996.
<TABLE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<CAPTION>
N-1A ITEM NO. LOCATION
<S> <C> <C>
Prospectus: KeyChoice Growth Fund, KeyChoice Moderate Growth Fund
and KeyChoice Income and Growth Fund
PART A
Item 1. Cover Page Cover Page
Item 2. Synopsis Fund Expenses
Item 3. Condensed Financial Information Not Applicable
Item 4. General Description of Registrant Description of Common Stock;
Investment Objectives and
Policies; Descriptions of
Underlying Portfolios
Item 5. Management of the Fund Management of the Fund;
Expenses, Distribution Plan
and Shareholder Servicing Plan
Item 5A. Management's Discussion of Fund
Performance Semi-Annual Report
Item 6. Capital Stock and Other Securities Description of Common Stock;
Shareholder Reports;
Dividends and Distributions;
and Federal Income Taxes
Item 7. Purchase of Securities Being
Offered Expenses, Distribution Plan
and Shareholder Servicing
Plan; Determination of Net
Asset Value; Purchasing
Shares; Investing for
Retirement; The Systematic
Investment Plan; The
Systematic Withdrawal Plan;
Exchange Privilege;
Performance
Item 8. Redemption or Repurchase Redeeming Shares
Item 9. Pending Legal Proceedings Not Applicable
Statement of Additional Information: KeyChoice Growth Fund, KeyChoice
Moderate Growth Fund and KeyChoice Income and Growth Fund
PART B
Item 10. Cover Page Cover Page
Item 11. Table of Contents Table of Contents
Item 12. General Information and History Additional Information
Item 13. Investment Objectives and Policies Investment Objectives and
Policies; Investment
Restrictions of the Funds;
Portfolio Turnover;
Appendix
Item 14. Management of the Fund Management of the Funds;
Management of the Proprietary
Portfolios
Item 15. Control Persons and Principal
Holders of Securities Security Holders
Item 16. Investment Advisory and Other
Services The Investment Adviser of the
Funds;
Administrator of the Funds;
Investment Adviser of the
Proprietary Portfolios
Expenses, Distributor
and Distribution Plan;
Shareholder Servicing Plan;
Custodian, Transfer Agent,
and Dividend Disbursing
Agent; Independent Accountants
and Reports; Counsel
Item 17. Brokerage Allocation and Other
Practices Portfolio Transactions and
Brokerage
Item 18. Capital Stock and Other Securities Other Information
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered Purchase, Redemption
and Pricing;
Financial Statements
Item 20. Tax Status Federal Income Taxes
Item 21. Underwriters Expenses, Distributor and
Distribution Plan
Item 22. Calculation of Performance Data Performance Information
Item 23. Financial Statements Financial Statements;
Independent Accountants and
Reports
PART C: All Funds
Information required to be included in Part C is set forth under the
appropriate Item, so numbered in Part C to this Registration Statement.
</TABLE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 31 to the Registration Statement
(the "Amendment") of SBSF Funds, Inc. (d/b/a Key Mutual Funds) (the
"Company") is being filed to satisfy an undertaking to file unaudited
financial statements for KeyChoice Growth Fund, KeyChoice Moderate
Growth Fund and KeyChoice Income and Growth Fund (collectively, the
"KeyChoice Funds") within four to six months of the KeyChoice Funds'
commencement of operations. This amendment does not affect the Registration
Statement for the Company's Key Stock Index Fund, Key International
Index Fund, SBSF Fund, SBSF Convertible Securities Fund, SBSF Capital
Growth Fund or Key Money Market Mutual Fund.
PROSPECTUS SUPPLEMENT
Dear Shareholder:
The KeyFunds are pleased to release the financial highlights for the
KeyChoice Funds for the period from commencement of operations through
May 31, 1997. In May, 1997 additional non-proprietary mutual funds were
added to the investments of each KeyChoice Fund's portfolio. The
information below is important and should be kept with a copy of
your prospectus.
KeyFunds(R)
KeyChoice Income and Growth Fund
KeyChoice Moderate Growth Fund
KeyChoice Growth Fund
Supplement Dated June 30, 1997
to the Prospectus Dated December 16, 1996
The Prospectus of the KeyChoice Funds is supplemented as follows:
1. By deleting the tables on pages 1 through 3 and replacing them with
the following:
Expenses are one of several factors to consider when investing in
the Funds. The following table summarizes shareholder transaction
expenses and estimated Fund operating expenses for the Funds.
<TABLE>
<CAPTION>
KeyChoice KeyChoice KeyChoice
Growth Moderate Income and
Fund Growth Fund Growth Fund
<S> <C> <C> <C>
Shareholder Transaction Expenses<F1>:
Maximum Sales Load Imposed on Purchases None None None
Maximum Sales Load Imposed on
Reinvested Dividends None None None
Deferred Sales Load None None None
Redemption Fees None None None
Exchange Fees None None None
Annual Fund Operating Expenses After
Expense Waivers and Reimbursements (as a
percentage of average daily net assets):
Management Fee .20% .20% .20%
Other Expenses<F2> .10% .10% .10%
Total Fund Operating Expenses<F3> .30% .30% .30%
<FN>
<F1> Investors may be charged a fee if orders are placed through a broker
or agent, including affiliated banks and non-bank affiliates of
KeyCorp (see "Purchasing Shares").
<F2> "Other Expenses" includes administration fees and shareholder
servicing fees and estimates of such expenses as custodial and
transfer agency fees, audit, legal and other business expenses for
the current fiscal year. Absent voluntary fee waivers and expense
reimbursements, "Other Expenses" would have been 22.56% for the
KeyChoice Growth Fund, 2.79% for the KeyChoice Moderate Growth Fund,
and 29.04% for the KeyChoice Income and Growth Fund for the Funds'
initial five months of operations. Absent voluntary waivers, the
maximum shareholder servicing fee payable by each Fund is .25% of a
Fund's average daily net assets.
<F3> Absent the fee waivers and/or expense reimbursements described in
Note 2 above, "Total Fund Operating Expenses" would have been 22.66%
for the KeyChoice Growth Fund, 2.89% for the KeyChoice Moderate Growth
Fund, and 29.14% for the KeyChoice Income and Growth Fund, not inclusive
of indirect expenses associated with investments in Underlying
Portfolios (see pages 2 and 3) for the Funds' intital five months of
operations. There can be no assurance that the foregoing voluntary
fee waivers and/or expense reimbursements will continue.
</TABLE>
The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in the Funds will bear
directly ("Shareholder Transaction Expenses") or indirectly ("Annual Fund
Operating Expenses"). For a more complete description of the Funds'
operating expenses, see "Expenses, Distribution Plan and Shareholder
Servicing Plan." From time to time, fees may be waived or expenses
reimbursed by one or more Funds.
FUND EXPENSES (Cont.)
Shareholders in the Funds will indirectly bear the expenses of the
Underlying Portfolios in which the Funds invest. The following table
provides the total expense ratios after fee waivers and expense
reimbursements for the Proprietary Portfolios of KeyFunds and VP as
described in their current prospectuses, as well as the percentage range
of each Fund's total investments that could be invested in each Proprietary
Portfolio. Absent such fee waivers and expense reimbursements, which may
be discontinued at any time, the expense ratios of the Underlying Portfolios
would be higher. In addition, the table provides the annual operating
expenses of the Other Portfolios as described in each of the Other
Portfolio's current prospectus. The expense ratios of the Other Portfolios may
change. In addition, the Adviser has the discretion to substitute different
Other Portfolios at any time.
<TABLE>
<CAPTION>
Percentage of Percentage
Percentage of Moderate of Income
Expense Ratios Growth Growth and Growth
(after Waivers Fund's Fund's Fund's
and Total Total Total
Proprietary Portfolio Reimbursements) Investments Investments Investments
<S> <C> <C> <C> <C>
KeyFunds:
SBSF Fund 1.27% 0%-30% 0%-25% 0%-20%
SBSF Capital Growth Fund 1.42% 0%-20% 0%-15% 0%-10%
SBSF Convertible Securities Fund 1.31% 0%-30% 0%-30% 0%-30%
Victory Portfolios:
Value Fund 1.40% 0%-45% 0%-35% 0%-25%
Diversified Stock Fund<F1> 1.05% 0%-50% 0%-40% 0%-30%
Growth Fund 1.40% 0%-25% 0%-20% 0%-15%
Special Value Fund<F1> 1.40% 0%-30% 0%-25% 0%-20%
Special Growth Fund 1.53% 0%-20% 0%-15% 0%-10%
International Growth Fund<F1> 1.75% 0%-30% 0%-25% 0%-20%
Government Mortgage Fund .90% 0%-20% 0%-25% 0%-30%
Investment Quality Bond Fund 1.00% 0%-30% 0%-40% 0%-50%
Fund for Income 1.00% 0%-15% 0%-25% 0%-35%
Intermediate Income Fund .95% 0%-15% 0%-25% 0%-35%
Limited Term Income Fund .86% 0%-10% 0%-10% 0%-10%
Financial Reserves Fund<F2> .67% 0%-15% 0%-15% 0%-15%
Other Portfolio
PBHG Growth Fund 1.25% 0%-20% 0%-20% 0%-20%
Neuberger&Berman Genesis Fund 1.28% 0%-20% 0%-20% 0%-20%
Loomis Sayles Bond Fund
(Institutional Shares) .75% 0%-20% 0%-20% 0%-20%
Average Weighted Expense Ratios: 1.12% 1.07% 1.03%
<FN>
<F1> Denotes Class A shares only.
<F2> Total investments in the Money Market Funds may temporarily exceed the
15% maximum due to daily investment of cash flows that are expected to
be used for next day settlement of variable fund purchases by each of the
Funds.
</TABLE>
The average weighted expense ratios for the Funds' investments in
the Underlying Portfolios are based on a hypothetical portfolio mix that
reflects expected investments under current market conditions. These
figures are approximations of the Funds' indirect expense ratios
associated with its investments in the Underlying Portfolios. The
percentage of the Funds' investments in each of the Underlying Portfolios
will vary within the ranges shown above and investments in Other
Portfolios will total 15%-20% of each Fund's total investments.
Using the average weighted annual expense ratio for each Fund, the
following example demonstrates the projected dollar amount of total
cumulative expenses, including both the Fund level direct expense (Total
Fund Operating Expense of .30% for each of the Funds) and the Underlying
Portfolio level indirect expenses that would be incurred over various
periods with respect to each of the Funds. Estimated expense ratios
after waivers would be 1.42% for the Growth Fund, 1.37% for the Moderate
Growth Fund, and 1.33% for the Income and Growth Fund.
<TABLE>
<CAPTION>
KeyChoice KeyChoice KeyChoice
Growth Moderate Growth Income and Growth
Fund Fund Fund
<S> <C> <C> <C>
Example
You would pay the following expenses on
a $1,000 investment, assuming (1) a 5%
annual return and (2) full redemption at
the end of each time period:
1 Year $14 $14 $14
3 Years $45 $43 $42
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. MOREOVER, WHILE THE TABLE ASSUMES A 5% ANNUAL RETURN, A FUND'S
ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%. YOU WOULD PAY THE SAME AMOUNT OF EXPENSE ON THE SAME
INVESTMENT ASSUMING NO REDEMPTION AT THE END OF EACH TIME PERIOD.
2. By inserting the information below after "Fund Expenses".
FINANCIAL INFORMATION SUMMARY
Financial Highlights (for a share outstanding throughout each
period.) The following information has been not been audited. This
information should be read in conjunction with the KeyChoice Funds' semi-
annual report to shareholders. If you would like a copy of the semi-
annual report, write or call us at 800-KEY-FUND(R).
<TABLE>
<CAPTION>
KeyChoice KeyChoice
KeyChoice Moderate Income &
Growth Fund<F2> Growth Fund<F2> Growth Fund<F2>
Period Period Period
Ended May 31, Ended May 31, Ended May 31,
1997 1997 1997
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00 $ 10.00
Investment Activities
Net investment income 0.05 0.09 0.14
Net realized and unrealized gains
from investment transactions 0.69 0.48 0.29
Total from Investment Activities 0.74 0.57 0.43
Distributions
Net investment income (0.04) (0.04) (0.09)
Net Asset Value, End of Period $ 10.70 $ 10.53 $ 10.34
Total Return 7.40%<F3> 5.75%<F3> 4.33%<F3>
Ratios/Supplemental Data:
Net Assets, End of Period (000) $ 432 $ 3,208 $ 391
Ratio of expenses to average net assets 0.20%<F4> 0.20%<F4> 0.20%<F4>
Ratio of net investment income
to average net assets 1.05%<F4> 2.81%<F4> 3.58%<F3>
Ratio of expenses to average
net assets<F1> 36.04%<F4> 4.71%<F4> 31.17%<F4>
Ratio of net investment income
to average net assets<F1> -34.79%<F4> -1.71%<F4> -27.40%<F4>
Portfolio Turnover 63.27% 64.13% 44.96%
Average Commission Rate per share 0.00% 0.00% 0.00%
<FN>
<F1> During the period, certain fees were voluntarily reduced. If such voluntary fee
reductions
had not occurred, the ratios would have been as indicated.
<F2> For the period December 31, 1996 (commencement of operations) through May 31, 1997.
<F3> Not annualized.
<F4> Annualized.
</TABLE>
3. By replacing the table on page 6 with the following table under
"Investment Objectives and Policies":
The following table shows how the investments of the Growth Fund, the
Moderate Growth Fund, and the Income and Growth Fund may be divided among
various types of Underlying Portfolios:
<TABLE>
<CAPTION>
Percentage of Percentage of
Percentage of Moderate Income and
Growth Fund's Growth Fund's Growth Fund's
Total Total Total Underlying Portfolios
Investment Category Investments Investments Investments Qualifying for Purchase
<S> <C> <C> <C> <C>
Equity Funds 70-90% 50-70% 30-50% Proprietary Portfolios
SBSF Fund
SBSF Capital Growth Fund
Value Fund
Diversified Stock Fund
Growth Fund
Special Value Fund
Special Growth Fund
International Growth Fund
<F1>Other Portfolios
PBHG Growth Fund
Neuberger & Berman
Genesis Fund
Bond/Fixed Income Funds 10-30% 30-50% 50-70% Proprietary Portfolios
SBSF Convertible
Securities Fund
Government Mortgage Fund
Investment Quality Bond Fund
Fund for Income
Intermediate Income Fund
Limited Term Income Fund
<F1>Other Portfolios
Loomis Sayles Bond Fund
Money Market Fund<F2> 0-15% 0-15% 0-15% Proprietary Portfolio
Financial Reserves Fund
<FN>
<F1> Total investments in Other Portfolios is expected to range between 15%
and 20% of total investments of each of the Funds.
<F2> Total investments in Money Market Fund may temporarily exceed the 15%
maximum due to daily investment of cash flows that are expected to be
used for next day settlement of variable fund purchases by each of the
Funds.
</TABLE>
4. By changing the heading "Descriptions of Proprietary Portfolios" to
"Descriptions of Underlying Portfolios" and replacing the table on page 10,
but retaining Footnote 1 to the table.
Performance of Proprietary Portfolios
The following table summarizes the average annual total return (after the
deduction of fund operating expenses but before the deduction of any
applicable sales loads) for the following Proprietary Portfolios for the
periods ended May 31, 1997:
<TABLE>
<CAPTION>
Date of
Commencement Since
Proprietary Portfolios<F1> of Operations Inception One Year Five Years Ten Years
<S> <C> <C> <C> <C> <C>
KeyFunds:
SBSF Fund 10/17/83 13.38% 14.51% 15.74% 12.53%
SBSF Capital Growth Fund 11/1/93 6.38% -8.59% n/a n/a
SBSF Convertible Securities Fund 4/14/88 12.24% 16.56% 13.24% n/a
Victory Portfolios:
Value Fund 12/3/93 19.30% 25.14% n/a n/a
Diversified Stock Fund-Class A 10/20/89 15.85% 25.32% 18.92% n/a
Growth Fund 12/3/93 20.03% 30.67% n/a n/a
Special Value Fund-Class A 12/3/93 17.31% 22.51% n/a n/a
Special Growth Fund 1/11/94 10.75% -5.40% n/a n/a
International Growth Fund-Class A 5/18/90 6.88% 7.32% 9.20% n/a
Intermediate Income Fund 12/10/93 4.41% 6.40% n/a n/a
Investment Quality Bond Fund 12/10/93 4.78% 7.19% n/a n/a
Fund for Income 5/8/87 8.26% 7.77% 5.97% n/a
Government Mortgage Fund 5/18/90 8.09% 8.00% 6.58% n/a
Limited Term Income Fund 10/20/89 6.34% 5.68% 5.05% n/a
</TABLE>
5. By inserting the following under "Descriptions of Underlying
Portfolios," starting on page 11.
"Description of Other Portfolios
The PBHG Growth Fund. The PBHG Growth Fund seeks capital appreciation.
The portfolio will seek to achieve its objective by investing primarily
in common stocks and convertible securities of small to mid-size companies
believed to have an outlook for strong earnings growth and the potential
for significant capital appreciation.
The Neuberger&Berman Genesis Fund. The investment objective of the
Neuberger&Berman Genesis Fund is to seek capital appreciation. The
Neuberger&Berman Genesis Fund pursues this objective by investing
primarily in common stocks of companies with small market
capitalizations. The Neuberger&Berman Genesis Fund regards companies
with market capitalization of up to $1.5 billion at the time of
investment as small-cap companies.
The Loomis Sayles Bond Fund. The Loomis Sayles Bond Fund's investment
objective is high total investment return through a combination of
current income and capital appreciation. The Loomis Sayles Bond Fund
seeks to achieve its objective by normally investing substantially all of
its assets in fixed income securities, although up to 20% of its assets
may be invested in preferred stocks. At least 65% of the Loomis Sayles
Bond Fund's total assets will normally be invested in bonds."
6. By replacing the information under "Determination of Net Asset Value"
on page 16 with the following:
"Determination of Net Asset Value:
The net asset value ("NAV") of the shares of the Funds are
determined and their shares are priced each "Business Day". A "Business
Day" is a day on which the New York Stock Exchange ("NYSE") is open for
trading. The NYSE is closed in observance of the following holidays:
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
In general, a Fund's net asset value per share is determined after
the close of regular trading of the NYSE, which is normally at 4:00 p.m.
Eastern time. Each Fund calculates its NAV by dividing the total value
of all investments in Underlying Portfolios and securities, and other
assets, less liabilities, by the total number of shares outstanding. The
value of an investment in an Underlying Portfolio is based upon the NAV
determined by the Underlying Portfolio."
7. By inserting under the heading "Description of Common Stock" on page
24 the following sentences:
"As of June 1, 1997, SNBOC and Company owned a controlling interest
(as that term is used under the 1940 Act) in the KeyChoice Growth Fund,
KeyChoice Moderate Growth Fund, and KeyChoice Income and Growth Fund. As
of June 1, 1997, BISYS Fund Services owned a controlling interest in KeyChoice
Income and Growth Fund."
8. By deleting the reference to Price Waterhouse LLP under "Independent
Accountants" on the back page and replacing it with the following:
"Coopers & Lybrand LLP, 100 East Broad Street, Suite 2100, Columbus, Ohio
43215"
The Prospectus for KeyChoice Growth Fund, KeyChoice Moderate Growth
Fund and KeyChoice Income and Growth Fund, dated December 16, 1996,
as filed with the Securities and Exchange Commission in Post-Effective
Amendment No. 28 (SEC File No. 2-84920) on December 16, 1996, is
incorporated by reference herein.
Key Mutual Funds
KeyChoice Growth Fund
KeyChoice Moderate Growth Fund
KeyChoice Income and Growth Fund
Supplement dated June 30, 1997
to the Statement of Additional Information Dated December 16, 1997
The Statement of Additional Information of the KeyChoice Funds is
supplemented as follows:
1. By deleting the table on page 21-22 and replacing it with the
following:
SECURITY HOLDERS
The name, address and percentage of ownership of each person who is
known by the Registrant to have owned of record or beneficially five
percent or more of any of the KeyFunds' shares as of June 1, 1997 is:
<TABLE>
SHARES OWNED (PERCENT OF SHARES HELD OF RECORD OR BENEFICIALLY)
<CAPTION>
KEY KEY
KEY CHOICE CHOICE SBSF
CHOICE MODERATE INCOME & SBSF CAPITAL CONVERTIBLE KEY MONEY
GROWTH GROWTH GROWTH GROWTH SECURITIES KEY STOCK MARKET
NAME AND ADDRESS FUND FUND FUND SBSF FUND FUND FUND INDEX FUND MUTUAL
FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SNBOC and Company
Attn.: Jim Osborne OH01490330 74.65% 96.65% 73.26% 95.39%
4900 Tiedeman Rd.
Cleveland, OH 44144-2338
-Record Owner
BISYS Fund Services
Attn.: Fund Admin. & Reg. Svcs 24.83% 26.69%
3435 Stelzer Rd.
Columbus, OH 43219-6004
-Record Owner
MAC & Co A/C 506-317
Mellon Bank NA 7.31% 6.73%
P.O. Box 320
Pittsburgh, PA 15230-0320
-Record Owner
Key Trust
Attn.: Jim Osborne OH01490330 68.47%
P.O. Box 93971
4900 Tiedeman Rd.
Brooklyn, OH 44144-2338
-Record Owner
Charles Schwab & Co.
Special Custody Acct. #2 23.11%
FBO Customers
Attn.: Mutual Funds Dept.
101 Montgomery St.
San Francisco, CA 94104-4175
-Record Owner
Donaldson Lufkin & Jenrette Secs
for the Exclusive Benefit of our 9.90%
Mutual Funds Dept.
P.O. Box 2052
Jersey City, NJ 07303-2052
-Record Owner
Summit County Treasurer
Attn.: John Donofrio 47.28%
175 South Main St.
Akron, OH 44308-1353
-Beneficial Owner
Sigourney Weaver
c/o Joel Faden & Co. Inc. 5.70%
1775 Broadway Ste 708
New York, NY 10019-1903
-Record Owner
City of Massillon
Attn.: Sandy Aergerter 5.38%
1 James Duncan Plaza
Massillon, OH 44646-6672
-Record Owner
</TABLE>
As of May 30, 1997 the Directors and Officers of the Company,
as a group, owned less than 1% of the equity securities of each of
the Funds of the Company.
2. By adding the following performance information under the heading
"Performance Information-Total Return" on page 31:
For the period from commencement of operations on December 31, 1996
through May 31, 1997, the cumulative total returns (assuming fee
waivers) of the KeyChoiceFunds were:
<TABLE>
<CAPTION>
<S> <C>
KeyChoice Growth Fund 7.40%
KeyChoice Moderate Growth Fund 5.75%
KeyChoice Income and Growth Fund 4.33%
</TABLE>
For the quarterly period, beginning February 28, 1997 and ended May
31, 1997, the cumulative total returns (assuming fee waivers) of the
KeyChoice Funds were:
<TABLE>
<CAPTION>
<S> <C>
KeyChoice Growth Fund 5.61%
KeyChoice Moderate Growth Fund 3.17%
KeyChoice Income and Growth Fund 3.19%
</TABLE>
For the monthly period, beginning April 30, 1997 and ended May 31,
1997, the cumulative total returns (assuming fee waivers) of the
KeyChoice Funds were:
<TABLE>
<CAPTION>
<S> <C>
KeyChoice Growth Fund 6.28%
KeyChoice Moderate Growth Fund 4.78%
KeyChoice Income and Growth Fund 3.40%
</TABLE>
3. By adding the following performance information under the heading
"Performance Information--Standardized Yields" on Page 31:
"For the thirty day-period ended May 31, 1997, the standardized yield of
the KeyChoice Growth Fund was: 1.53% (with waivers) and 1.43% (without
waivers).
For the thirty day-period ended May 31, 1997, the standardized yield of
the KeyChoice Moderate Growth Fund was: 2.69% (with waivers) and 2.59%
(without waivers).
For the thirty day-period ended May 31, 1997, the standardized yield of
the KeyChoice Income and Growth Fund was: 3.97% (with waivers) and 3.86%
(without waivers)."
4. By deleting the reference under the heading "Independent Accountants
and Reports" on page 37 to Price Waterhouse LLP and replacing it with
the following:
Coopers & Lybrand LLP, 100 East Broad Street, Suite 2100, Columbus,
Ohio 43215
5. By adding the following language under the heading "Independent
Accountants and Reports" on page 37:
Incorporated by reference into this Statement of Additional
Information are the unaudited financial statements and schedules
for the KeyChoice Funds for the period from commencement of
operations on December 31, 1997 through May 31, 1997.
The Statement of Additional Information for KeyChoice Growth Fund,
KeyChoice Moderate Growth Fund and KeyChoice Income and Growth Fund,
dated December 16, 1996, as filed with the Securities and Exchange
Commission in Post-Effective Amendment No. 28 (SEC File No. 2-84920)
on December 16, 1996, is incorporated by reference herein.
<TABLE>
May 31, 1997
(Unaudited)
KEYCHOICE GROWTH FUND
Statement of Investments
<CAPTION>
SECURITY SHARES OR VALUE
DESCRIPTION PRINCIPAL AMOUNT
<S> <C> <C>
MUTUAL FUNDS (99.7%):
Equity Funds (79.3%):
Victory Value Fund 3 ,787 $ 60,057
Victory Diversified Stock Fund 3,641 60,081
Victory Growth Fund 254 4,298
Victory Special Value Fund 2,552 38,941
PBHG Growth Fund 1,269 30,152
Neuberger & Berman Genesis Fund 2,937 39,244
Victory Special Growth Fund 1,638 22,078
Victory International Growth Fund 6,497 88,159
343,010
Fixed Income/Bond Funds (14.9%):
SBSF Convertible Securities Fund 1,603 21,492
Victory Investment Quality Bond Fund 4,515 42,807
64,299
Money Market Funds (5.5%):
Victory Financial Reserves Fund 23,670 23,670
Total Investments (cost $406,761)<F1> 99.7% 430,979
Other assets less liabilities 0.3% 1,363
TOTAL 100.0% $432,342
<FN>
Percentages are based on net assets of $432,342.
<F1> Represents cost for federal income tax purposes and differs from value by net unrealized
appreciation of securities as follows:
Unrealized appreciation $24,508
Unrealized depreciation (290)
Net unrealized appreciation $24,218
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
May 31, 1997
(Unaudited)
KEYCHOICE MODERATE GROWTH FUND
Statement of Investments
<CAPTION>
SECURITY SHARES OR VALUE
DESCRIPTION PRINCIPAL AMOUNT
<S> <C> <C>
MUTUAL FUNDS (100.0%):
Equity Funds (59.4%):
Victory Value Fund 22,395 $ 355,181
Victory Diversified Stock Fund 17,621 290,752
Victory Growth Fund 3,819 64,540
Victory Special Value Fund 12,907 196,960
PBHG Growth Fund 6,855 162,866
Neuberger & Berman Genesis Fund 17,269 230,716
Victory Special Growth Fund 9,901 133,471
Victory International Growth Fund 34,692 470,768
1,905,254
Fixed Income/Bond Funds (35.7%):
SBSF Convertible Securities Fund 11,969 160,503
Loomis Sayles Bond Fund 10,129 127,118
Victory Investment Quality Bond Fund 56,995 540,313
Victory Intermediate Income Fund 20,200 190,287
Victory Fund for Income 13,126 126,933
1,145,154
Money Market Funds (4.9%):
Victory Financial Reserves Fund 157,002 157,002
Total Investments (cost $3,082,205)<F1> 100.0% 3,207,410
Other assets less liabilities 0.0% 873
TOTAL 100.0% $3,208,283
<FN>
Percentages are based on net assets of $3,208,283.
<F1> Represents cost for federal income tax purposes and differs from value by net unrealized
appreciation of securities as follows:
Unrealized appreciation $128,692
Unrealized depreciation (3,487)
Net unrealized appreciation $125,205
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
May 31, 1997
(Unaudited)
KEYCHOICE INCOME & GROWTH FUND
Statement of Investments
<CAPTION>
SECURITY SHARES OR VALUE
DESCRIPTION PRINCIPAL AMOUNT
<S> <C> <C>
MUTUAL FUNDS (99.6%):
Equity Funds (34.0%):
Victory Value Fund 1,480 $ 23,472
Victory Diversified Stock Fund 1,656 27,330
Victory Growth Fund 231 3,902
Victory Special Value Fund 781 11,922
PBHG Growth Fund 497 11,817
Neuberger & Berman Genesis Fund 1,194 15,945
Victory Special Growth Fund 600 8,087
Victory International Growth Fund 2,243 30,434
132,909
Fixed Income/Bond Funds (60.6%):
SBSF Convertible Securities Fund 2,893 38,795
Loomis Sayles Bond Fund 2,791 35,032
Victory Investment Quality Bond Fund 9,444 89,533
Victory Intermediate Income Fund 4,537 42,740
Victory Fund for Income 3,216 31,096
237,196
Money Market Funds (5.0%):
Victory Financial Reserves Fund 19,553 19,553
Total Investments (cost $379,935)<F1> 99.6% 389,658
Other assets less liabilities 0.4% 1,371
TOTAL 100.0% $391,029
<FN>
Percentages are based on net assets of $391,029.
<F1> Represents cost for federal income tax purposes and differs from value by net unrealized
appreciation of securities as follows:
Unrealized appreciation $10,320
Unrealized depreciation (597)
Net unrealized appreciation $ 9,723
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
The Key Mutual Funds
Statements of Assets and Liabilities
May 31, 1997
(Unaudited)
<CAPTION>
KeyChoice KeyChoice KeyChoice
Growth Moderate Growth Income & Growth
Fund Fund Fund
<S> <C> <C> <C>
ASSETS:
Investments, at value
(cost $406,761, $3,082,205, & $379,935) $430,979 $3,207,410 $389,658
Dividend and interest receivable 93 640 87
Deferred organization costs 47,035 47,035 47,035
Prepaid expenses and other assets 3,402 2,365 3,416
Total Assets 481,509 3,257,450 440,196
LIABILITIES:
Payable for organization costs 49,167 49,167 49,167
Accrued expenses and other liabilities:
Investment advisory fees -- -- --
Administration fees -- -- --
Custodian, accounting and transfer agent fees -- -- --
Total Liabilities 49,167 49,167 49,167
NET ASSETS-Applicable for 40,405, 304,759 and
37,809 shares, respectively, of common stock
outstanding (1 billion shares per fund authorized)) $432,342 $3,208,283 $391,029
NET ASSETS:
Paid in Capital 401,844 3,061,570 377,313
Undistributed net investment income 532 13,600 1,791
Net unrealized appreciation on investments 24,218 125,205 9,723
Accumulated undistributed net realized
gains from investment transactions 5,748 7,908 2,202
Net Assets $432,342 $3,208,283 $391,029
Net asset value-offering and redemption
price per share $ 10.70 $ 10.53 $ 10.34
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
The Key Mutual Funds
Statement of Operations
For the period ended
May 31, 1997<F1>
(Unaudited)
<CAPTION>
KeyChoice KeyChoice KeyChoice
Growth Moderate Growth Income & Growth
Fund Fund Fund
<S> <C> <C> <C>
Investment Income:
Dividend income $ 851 $ 20,771 $ 3,651
Interest income 267 2,256 335
Total Income 1,118 23,027 3,986
Expenses:
Investment advisory fees 177 1,513 209
Administration fees 2,271 2,288 2,273
Accounting fees 13,511 13,511 13,755
Custodian fees 2,340 2,340 2,400
Legal and audit fees 1,926 2,686 1,980
Organization costs 2,965 2,965 2,965
Trustees' fees and expenses -- 91 1
Transfer agent fees 2,483 2,483 2,483
Registration and filing fees 6,625 7,281 6,783
Other expenses 49 921 82
Total expenses before expense reimbursements 32,347 36,079 32,931
Less: Expense waivers and reimbursements (32,171) (34,565) (32,723)
Net Expenses 176 1,514 208
Net Investment Income 942 21,513 3,778
Realized Gains from Investments:
Net realized gains from investment transactions 5,748 7,908 2,202
Net change in unrealized appreciation
on investments 24,218 125,205 9,723
Net realized/unrealized gains on investments 29,966 133,113 11,925
Change in net assets resulting from operations $30,908 $154,626 $15,703
<FN>
<F1>For the period December 31, 1996 (commencement of operations) through May 31, 1997.
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
Key Mutual Funds
Statement of Changes in Net Assets
For the period ended
May 31, 1997<F1>
(Unaudited)
<CAPTION>
KeyChoice KeyChoice KeyChoice
Growth Moderate Growth Income & Growth
Fund Fund Fund
<S> <C> <C> <C>
From Investment Activities
Operations:
Net investment income $ 942 $ 21,513 $ 3,778
Net realized gains from investment transactions 5,748 7,908 2,202
Net change in unrealized appreciation
from investments 24,218 125,205 9,723
Change in net assets resulting from operations 30,908 154,626 15,703
Dividends to Shareholders:
From net investment income (410) (7,913) (1,987)
Capital Stock Transactions:
Proceeds from shares issued 414,762 3,572,865 377,339
Dividends reinvested 410 7,079 1,986
Cost of shares redeemed (13,328) (518,374) (2,012)
Change in net assets from capital
stock transactions 401,844 3,061,570 377,313
Change in net assets 432,342 3,208,283 391,029
Net Assets:
Beginning of period -- -- --
End of period $432,342 $3,208,283 $391,029
Share Transactions:
Issued 41,631 354,415 37,808
Reinvested 41 702 199
Redeemed (1,268) (50,359) (199)
Change in shares 40,404 304,758 37,808
<PAGE> 30
<FN>
<F1> For the period December 31, 1996 (commencement of operations) through May 31, 1997.
</TABLE>
See accompanying Notes to Financial Statements
<TABLE>
THE KEY MUTUAL FUNDS
FINANCIAL HIGHLIGHTS
<CAPTION>
KeyChoice KeyChoice
KeyChoice Moderate Income &
Growth Fund<F2> Growth Fund<F2> Growth Fund<F2>
Period Period Period
Ended May 31, Ended May 31, Ended May 31,
1997 1997 1997
<S> <C> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00 $ 10.00
Investment Activities
Net investment income 0.05 0.09 0.14
Net realized and unrealized gains
from investment transactions 0.69 0.48 0.29
Total from Investment Activities 0.74 0.57 0.43
Distributions
Net investment income (0.04) (0.04) (0.09)
Net Asset Value, End of Period $ 10.70 $ 10.53 $ 10.34
Total Return 7.40%<F3> 5.75%<F3> 4.33%<F3>
Ratios/Supplemental Data:
Net Assets, End of Period (000) $ 432 $ 3,208 $ 391
Ratio of expenses to average net assets 0.20%<F4> 0.20%<F4> 0.20%<F4>
Ratio of net investment income
to average net assets 1.05%<F4> 2.81%<F4> 3.58%<F3>
Ratio of expenses to average
net assets<F1> 36.04%<F4> 4.71%<F4> 31.17%<F4>
Ratio of net investment income
to average net assets<F1> -34.79%<F4> -1.71%<F4> -27.40%<F4>
Portfolio Turnover 63.27% 64.13% 44.96%
Average Commission Rate per share -- -- --
<PAGE> 32
<FN>
<F1> During the period, certain fees were voluntarily reduced. If such voluntary fee reductions
had not occurred, the ratios would have been as indicated.
<F2> For the period December 31, 1996 (commencement of operations)through May 31, 1997.
<F3> Not annualized.
<F4> Annualized.
</TABLE>
See accompanying Notes to Financial Statements
NOTES TO FINANCIAL STATEMENTS
May 31, 1997
KEY MUTUAL FUNDS
1. Organization:
The KeyFunds (collectively, the "Company") were organized on May 26, 1983,
and are registered under the Investment Company Act of 1940, as amended,
(the "1940 Act") as an open-end investment company established as a
Maryland Corporation. The Company, incorporated under the name SBSF Funds,
Inc., is currently doing business under the name "Key Mutual Funds." The
Company has 25 billion authorized shares of $.01 par value capital stock.
The Company presently offers shares of the Key Stock Index Fund, SBSF
Fund, SBSF Convertible Securities Fund, SBSF Capital Growth Fund, Key
Money Market Mutual Fund, KeyChoice Growth Fund, KeyChoice Moderate Growth
Fund, and KeyChoice Income & Growth Fund. The accompanying financial
statements refer only to the KeyChoice Growth Fund, KeyChoice Moderate
Growth Fund and KeyChoice Income and Growth Fund (collectively, the
"KeyChoice Funds"). The KeyChoice Funds commenced operations on December
31, 1996.
The investment objective of the KeyChoice Growth Fund is to seek to
provide growth of capital by allocating its assets primarily among
registered investment companies that invest in equity securities. The
investment objective of the KeyChoice Moderate Growth Fund is to seek to
provide growth of capital combined with a moderate level of current income
by allocating its assets primarily among registered investment companies
that invest in equity securities and, to a lesser extent, fixed income
securities. The investment objective of the KeyChoice Income and Growth
Fund is to seek to provide current income combined with moderate growth of
capital by allocating its assets primarily among registered investment
companies that invest in fixed income securities and, to a lesser extent,
equity securities.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by
the KeyChoice Funds in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of income and expenses for the period. Actual results could differ
from those estimates.
Securities Valuation:
Investments in registered investment companies are valued at the closing
net asset value per share on the day of valuation. Short-term investments
with maturities of sixty days or less are valued at amortized cost, which
approximates market value.
Securities Transactions and Related Income:
Securities transactions are accounted for on the date the security is
purchased or sold (trade date). Interest income is recognized on the
accrual basis and includes, where applicable, the pro rata amortization of
premium or accretion of discount. Dividend income is recorded on the ex-
dividend date. Gains or losses realized on sales of securities are
determined by using the specific identification method.
Repurchase Agreements:
The Funds may acquire repurchase agreements from financial institutions
such as banks and broker-dealers which the KeyChoice Fund's investment
adviser deems creditworthy under guidelines approved by the Board of
Directors, subject to the seller's agreement to repurchase such securities
at a mutually agreed-upon date and price. The repurchase price generally
equals the price paid by the KeyChoice Funds plus interest negotiated on
the basis of current short-term rates, which may be more or less than the
rate on the underlying Fund securities. The seller, under a repurchase
agreement, is required to maintain the value of collateral held pursuant
to the agreement at not less than the repurchase price (including accrued
interest). Securities subject to repurchase agreements are held by the
KeyChoice Fund's custodian or another qualified custodian or in the
Federal Reserve/Treasury book-entry system. Repurchase agreements are
considered to be loans by a Fund under the 1940 Act.
Dividends to Shareholders:
Dividends from net investment income are declared and paid quarterly.
Distributable net realized capital gains, if any, are declared and
distributed at least annually.
Dividends from net investment income and from net realized capital gains
are determined in accordance with federal income tax regulations which may
differ from generally accepted accounting principles. These differences
are primarily due to differing treatments for mortgage-backed securities,
foreign currency transactions, expiring capital loss carry forwards and
deferrals of certain losses. Permanent book and tax basis differences are
reflected in the components of net assets.
Federal Income Taxes:
It is the policy of the KeyChoice Funds to continue to qualify as
regulated investment companies by complying with the provisions available
to certain investment companies, as defined in applicable sections of the
Internal Revenue Code, and to make distributions of net investment income
and net realized capital gains sufficient to relieve it from all, or
substantially all, federal income taxes.
Organizational Expense:
Costs incurred in connection with the organization of the KeyChoice Funds
are being amortized on a straight-line basis over a period not to exceed
sixty months from the date the Funds commenced operations.
Other:
Expenses that are directly related to the KeyChoice Funds are charged
directly to those Funds. Other operating expenses of the KeyChoice Funds
are prorated to each KeyChoice Fund on the basis of relative net assets or
other appropriate basis.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding short-term securities) for
the period ended May 31, 1997 were as follows (amounts in thousands):
<TABLE>
<CAPTION>
Purchases Sales
<S> <C> <C>
KeyChoice Growth Fund $ 609 $ 135
KeyChoice Moderate Growth Fund 4,504 1,285
KeyChoice Income and Growth Fund 675 114
</TABLE>
4. Related Party Transactions:
The investment adviser to the KeyChoice Funds is Key Asset Management Inc.
("KAM" or the "Adviser"), a New York corporation that is registered as an
investment adviser with the SEC. The Adviser is a wholly owned subsidiary
of KeyBank National Association, which is a wholly owned subsidiary of
KeyCorp. On February 28, 1997, KAM became the surviving corporation after
the reorganization of the following four indirect investment adviser
subsidiaries of KeyCorp: Spears, Benzak, Salomon & Farrell, Inc., KeyCorp
Mutual Fund Advisers, Inc., Society Asset Management, Inc., and Applied
Technology Investments, Inc. Under the terms of the investment advisory
agreements, the Adviser is entitled to receive fees equal to an annual rate
of 0.20% of each of the KeyChoice Fund's average daily net assets. KeyTrust
Company of Ohio, N.A., an affiliate of the adviser, serving as custodian for
all of the KeyChoice Funds, received reimbursement of actual out-of-pocket
expenses incurred.
BISYS Fund Services (the "Administrator"), an indirect, wholly-owned
subsidiary of The BISYS Group, Inc. ("BISYS") serves as the administrator
and distributor of the KeyChoice Funds. Certain officers of the KeyChoice
Funds are affiliated with BISYS. Such officers receive no direct payments
or fees from the KeyChoice Funds for serving as officers of the KeyChoice
Funds.
Under the terms of the administration agreement, the Administrator's fee
is computed at the annual rate of 0.01% of the average daily net assets of
each of the KeyChoice Funds with a minimum of $12,000 per fund per year.
BISYS Fund Services, Ohio Inc., an affiliate of BISYS, serves the
KeyChoice Funds as Mutual Fund Accountant. Under the terms of the Fund
Accounting Agreement, the fee is based on a percentage of average daily
net assets with a minimum monthly fee of $1,666.66 per fund.
Fees may be voluntarily reduced to assist the KeyChoice Funds in
maintaining competitive expense ratios.
Additional information regarding related party transactions is as follows
for the period ended May 31, 1997:
<TABLE>
<CAPTION>
Investment Advisory Fees Expense Reimbursements
Voluntarily Reduced
<S> <C> <C>
KeyChoice Growth $ 90 $32,081
KeyChoice Moderate Growth $765 $33,800
KeyChoice Income and Growth $106 $32,617
</TABLE>
PART C
OTHER INFORMATION
ITEM 24. Financial Statements and Exhibits.
(a) Financial Statements:
Included in Part A for the corresponding Funds:
Financial Highlights
Incorporated by reference in the Part B for SBSF Fund, SBSF Convertible
Securities Fund, SBSF Capital Growth Fund and Key Money Market
Mutual Fund are audited Financial Statements, including:
Statements of Investments, November 30, 1996
Statements of Assets and Liabilities, November 30, 1996
Statements of Operations, November 30, 1996
Statements of Changes in Net Assets for the years ended November
30, 1996 and 1995
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants dated January 15, 1997
Incorporated by reference in the Part B for Key Stock Index Fund are
audited Financial Statements for the period from July 1, 1996
(commencement of operations) through November 30, 1996, including:
Statement of Investments, November 30, 1996
Statement of Assets and Liabilities, November 30, 1996
Statement of Operations, November 30, 1996
Statement of Changes in Net Assets for the period ended November
30, 1996
Financial Highlights
Notes to Financial Statements
Report of the Independent Accountants, dated January 15, 1997
Incorporated by reference in the Part B for KeyChoice Growth Fund,
KeyChoice Moderate Growth Fund and KeyChoice Income and Growth Fund
are unaudited Financial Statements for the period from December 31,
1996 (commencement of operations) through May 31, 1997 including:
To be filed when available:
Financial statements with respect to Key International Index Fund
(b) Exhibits:
1(a) Articles of Incorporation, as amended and supplemented
(filed on January 31, 1996 as Exhibit 1 to Post-Effective Amendment
No. 16 and incorporated herein by reference).
(b) Articles Supplementary to Articles of Incorporation (filed
on June 11, 1996 as Exhibit 1(a) to Post-Effective Amendment No. 23
and incorporated herein by reference).
(c) Articles of Amendment (filed on July 12, 1996 as Exhibit
1(a) to Post-Effective Amendment No. 24 and incorporated herein by
reference).
(d) Articles of Amendment to Articles of Incorporation (filed
on December 16, 1996 as Exhibit 1(d) to Post-Effective Amendment No.
28 and incorporated herein by reference).
2 By-Laws, as Amended and Restated August 14, 1996 (filed
on December 16, 1996 as Exhibit 2 to Post-Effective Amendment No.
28 and incorporated herein by reference).
3 Not Applicable.
4 Not Applicable.
5(a) Investment Advisory Agreement (for SBSF Fund, SBSF Money
Market Fund, SBSF Convertible Securities Fund and SBSF Capital Growth
Fund filed on December 16, 1996 as Exhibit 5(a) to Post-Effective
Amendment No. 28 and incorporated herein by reference).
(b) Investment Advisory Agreement (for Key Stock Index Fund
and Key International Index Fund filed on December 16, 1996 as
Exhibit 5(b) to Post-Effective Amendment No. 28 and incorporated
herein by reference).
(c) Asset Management Agreement (for KeyChoice Growth Fund,
KeyChoice Moderate Growth Fund and KeyChoice Income and Growth Fund
filed on December 16, 1996 as Exhibit 5(c) to Post-Effective
Amendment No. 28 and incorporated herein by reference).
6(a) Distribution Agreement (filed on December 16, 1996 as
Exhibit 6(a) to Post-Effective Amendment No. 28 and incorporated
herein by reference).
(a)(1) Amendment No. 1 to Distribution Agreement (or KeyChoice
Growth Fund, KeyChoice Moderate Growth Fund and KeyChoice
Income and Growth Fund filed on December 16, 1996 as Exhibit
6(a)(1) to Post-Effective Amendment No. 28 and incorporated
herein by reference).
7 Not Applicable.
8(a) Mutual Fund Custody Agreement (filed on January 31, 1996 as
Exhibit 8(a)(ii) to Post-Effective Amendment No. 16 and
incorporated herein by reference).
(b) Amendment No. 1 to Mutual Fund Custody Agreement (filed
on December 16, 1996 as Exhibit 8(b) to Post-Effective Amendment
No. 28 and incorporated herein by reference).
(c) Amendment No. 2 to Mutual Fund Custody Agreement (filed
on December 16, 1996 as Exhibit 8(c) to Post-Effective Amendment
No. 28 and incorporated herein by reference).
(d) Transfer Agency Agreement (filed on December 16, 1996
as Exhibit 8(d) to Post-Effective Amendment No. 28 and incorporated
herein by reference).
9(a) Administration Agreement (for SBSF Fund, Key Money Market
Mutual Fund, SBSF Convertible Securities Fund and SBSF Capital Growth
Fund filed on December 16, 1996 as Exhibit 9(a) to Post-Effective
Amendment No. 28 and incorporated herein by reference).
(b) Administration Agreement (for Key Stock Index Fund and
Key International Index Fund filed on December 16, 1996 as Exhibit
9(b) to Post-Effective Amendment No. 28 and incorporated herein by
reference).
(b)(1) Amendment No. 1 to Administration Agreement (for KeyChoice
Growth Fund, KeyChoice Moderate Growth Fund and KeyChoice Income and
Growth Fund filed on December 16, 1996 as Exhibit 9(b)(1) to
Post-Effective Amendment No. 28 and incorporated herein by
reference).
(c) Sub-Administration Agreement (for SBSF Fund, SBSF Money
Market Fund, SBSF Convertible Securities Fund and SBSF Capital Growth
Fund filed on December 16, 1996 as Exhibit 9(c) to Post-Effective
Amendment No. 28 and incorporated herein by reference).
(d) Fund Accounting Agreement (for Key Stock Index Fund and
Key International Index Fund filed on December 16, 1996 as Exhibit
9(d) to Post-Effective Amendment No. 28 and incorporated herein by
reference).
(d)(1) Amendment No. 1 to Fund Accounting Agreement (for
KeyChoice Growth Fund, KeyChoice Moderate Growth Fund and KeyChoice
Income and Growth Fund filed on December 16, 1996 as Exhibit 9(d)(1)
to Post-Effective Amendment No. 28 and incorporated herein by
reference).
10 Opinion and consent of counsel, filed herewith.
11 Consent of Independent Accountants, Coopers & Lybrand LLP
(Columbus), filed herewith.
12 Not Applicable.
13 Not Applicable.
14 Not Applicable.
15(a) Plan of Distribution pursuant to Rule 12b-1 (for SBSF
Fund, SBSF Convertible Securities Fund, SBSF Capital Growth Fund,
Key Money Market Mutual Fund and Key International Index Fund filed
on June 11, 1996 as Exhibit 15(c) to Post-Effective Amendment No.
23 and incorporated herein by reference).
(b) Plan of Distribution pursuant to Rule 12b-1 (for KeyChoice
Growth Fund, KeyChoice Moderate Growth Fund and KeyChoice Income
and Growth Fund filed on December 16, 1996 as Exhibit 15(b) to
Post-Effective Amendment No. 28 and incorporated herein by
reference).
(c) Shareholder Servicing Plan and related form of Shareholder
Servicing Agreement (for SBSF Fund, SBSF Convertible
Securities Fund, SBSF Capital Growth Fund, Key Money Market Mutual
Fund and Key International Index Fund filed on June 11, 1996 as
Exhibit 15(d) to Post-Effective Amendment No. 23 and incorporated
herein by reference).
(d) Shareholder Servicing Plan and related form of Shareholder
Servicing Agreement (for KeyChoice Growth Fund, KeyChoice Moderate
Growth Fund, and KeyChoice Income and Growth Fund filed on December
16, 1996 as Exhibit 15(d) to Post-Effective Amendment No. 28 and
incorporated herein by reference).
16 Computation of performance quotations (for KeyChoice Growth
Fund, KeyChoice Moderate Growth Fund and KeyChoice Income and Growth
Fund), filed herewith.
17 Financial Data Schedules (for KeyChoice Growth Fund, KeyChoice
Moderate Growth Fund and KeyChoice Income and Growth Fund), filed
herewith.
18 Not Applicable.
ITEM 25. Persons Controlled by or Under Common Control With Registrant.
No person is controlled by or under common control with Registrant.
ITEM 26. Number of Holders of Securities.
Number of Record Holders as of May 30, 1997: SBSF Fund, 1,427
record holders; SBSF Convertible Securities Fund, 747 record holders;
SBSF Capital Growth Fund, 498 record holders; Key Money Market Mutual
Fund, 500 record holders; Key Stock Index Fund, 221 record holders;
KeyChoice Growth Fund, 15 record holders; KeyChoice Moderate Growth
Fund, 11 record holders; and KeyChoice Income and Growth Fund,
8 record holders.
ITEM 27. Indemnification.
The Corporation shall indemnify directors, officers, employees
and agents of the Corporation against judgments, fines, settlements
and expenses (including attorney's fees) to the fullest extent
authorized, and in the manner permitted, by applicable federal and
state law, except that such indemnification will not be permitted if,
in the opinion of the Board of Directors, such indemnification would
be inconsistent with the position of the staff of the Commission in
its interpretive releases relating to matters of indemnification,
including Investment Company Act Release No. 11330 (September 4,
1980) for so long as such releases remain the position of the staff
of the Commission. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
ITEM 28. Business and Other Connections of Investment Adviser.
See information set forth under the caption "Investment Adviser"
in the Prospectus and the Statement of Additional Information.
Key Asset Management Inc. ("KAM") is the investment adviser to
the Registrant's several series. KAM is a wholly owned subsidiary
of KeyBank National Association and an indirect wholly owned subsidiary
of KeyCorp. To the knowledge of Registrant, none of the directors
or officers of KAM is or has been at any time during the past two
calendar years engaged in any other business, profession, vocation
or employment of a substantial nature, except as is set forth in KAM'S
Form ADV, which is incorporated herein by reference (SEC File No.
801-46878), and except that certain directors and officers of KAM
also hold positions with KeyCorp or its subsidiaries.
ITEM 29. Principal Underwriters.
(a) BISYS Fund Services Limited Partnership ("BISYS") serves
as distributor and administrator for the Registrant. BISYS also
distributes the securities of the American Performance Funds,
the AmSouth Mutual Funds, The ARCH Fund, Inc., The BB&T Mutual Funds
Group, The Coventry Group, Empire Builder Tax Free Bond Fund, First
Choice Funds Trust, Fountain Square Funds, HSBC Family of Funds, The
Highmark Group, The Infinity Mutual Funds, Inc., Intrust Funds, The
Kent Funds, the MarketWatch Funds, Mirtle Callaghan Trust, the MMA
Praxis Mutual Funds, M.S.D.&T. Funds, Meyers Sheppard Investment
Trust, Minerva Fund, the Pacific Capital Funds, the Parkstone Group
of Funds, The Parkstone Advantage Funds, Pegasus Funds, the Qualivest
Funds, The Republic Funds, The Republic Advisors Funds Trust, The
Riverfront Funds, Inc., Sefton Funds, The Sessions Group, Summit
Investment Trust, The Time Horizon Funds and The Victory Portfolios,
each of which is an open-end management investment company.
(b) Partners of BISYS, as of November 30, 1996, were as follows:
<TABLE>
<CAPTION>
Name and Principal Positions and Officer with Positions and
Office with Business Address BISYS Fund Services Registrant
<S> <C> <C>
BISYS Fund Services, Inc. Sole General Partner None
3435 Stelzer Road
Columbus, OH 43219
WC Subsidiary Corporation Sole Limited Partner None
150 Clove Road
Little Falls, N.J. 07424
The BISYS Group, Inc. Sole Shareholder None
150 Clove Road
Little Falls, N.J. 07424
</TABLE>
ITEM 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained
by Section 31(a) of the 1940 Act and the Rules thereunder will be
maintained at the offices of:
(1) Key Mutual Funds, 127 Public Square, Cleveland, Ohio 44114;
(2) BFDS, Two Heritage Drive, Quincy, MA 02071 (records
relating to its functions as dividend disbursing agent and
servicing agent);
(3) BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219
(records relating to its functions as Administrator, Distributor
and Fund Accountant);
(4) Key Trust Company of Ohio, N.A., 127 Public Square, Cleveland,
Ohio, 44114 (records relating to its functions as Custodian);
and
(5) Key Asset Management Inc., 127 Public Square, Cleveland,
Ohio 44114-1306 (records relating to its functions as
Investment Adviser).
ITEM 31. Management Services.
Other than as set forth under the captions "Investment Adviser"
and "Administrator" in Parts A and B of the Registration Statement,
Registrant is not a party to any management-related service contract.
ITEM 32. Undertakings.
(a) Not applicable.
(b) Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report
to shareholders, when such annual report is issued, containing information
called for by Item 5A of Form N-1A, upon request and without charge.
(c) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer of
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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 of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Columbus, and State of Ohio, on the
27th day of June, 1997.
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 Registrant's Registration Statement has
been signed below by the following individuals in the capacities indicated
on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
* President and Director
Leigh A. Wilson (Principal Executive Officer) June 27, 1997
*
Eugene J. McDonald Director June 27, 1997
*
Frank A. Weil Non-Executive Chairman and
Director June 27, 1997
*
Edward P. Campbell Director June 27, 1997
*
Kevin L. Martin Treasurer (Principal Financial
Officer and Principal
Accounting Officer) June 27, 1997
/s/ Scott A. Englehart
Scott A. Englehart
*Attorney-in-Fact
*Executed pursuant to powers of attorney, filed as an exhibit to
Post-Effective Amendment No. 30 and incorporated by reference herein.
</TABLE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit No. Description of Exhibit
<S> <C>
EX-99.B10 Opinion of Counsel
EX-99.B11 Consent of Independent Accountants,
Coopers & Lybrand LLP
EX-99.B16 Computation of performance quotations
EX-99.B27 Financial Data Schedules
</TABLE>
EXHIBIT 99.B10
[MORRISON & FOERSTER LLP LETTERHEAD]
June 27, 1997
SBSF Funds, Inc.
45 Rockefeller Plaza
New York, NY 10111
Re: Post-Effective Amendment No. 31 to
SBSF Funds, Inc. Registration Statement on Form N-1A
Gentlemen:
We refer to Post-Effective Amendment No. 31 and Amendment No.
32 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 an indefinite number of shares of common stock of three portfolios
offered by the Company, namely, KeyChoice Growth Fund, KeyChoice Moderate
Growth Fund and KeyChoice Income and Growth Fund (the "Shares").
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 shares of the Fund.
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 with originals 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 inclusion of this opinion as an exhibit to
the Registration Statement.
In addition, we consent to the use of our name and to the reference
to our firm under the heading "Counsel" in the Prospectus, which is
included as part of the Registration Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
MORRISON & FOERSTER LLP
EXHIBIT 99.B11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference of our Firm under the caption "Independent
Accountants" in the Supplement to the Prospectus relating to the KeyChoice
Growth Fund, KeyChoice Moderate Growth Fund and the KeyChoice Income and
Growth Fund and under the caption "Independent Accountants and Reports"
in the Supplement to the Statement of Additional Information relating to
the KeyChoice Growth Fund, KeyChoice Moderate Growth Fund and the KeyChoice
Income and Growth Fund of the SBSF Funds, Inc. in this Post-Effective
Amendment No. 31 to the Registration Statement on Form N-1A of the SBSF
Funds, Inc. (File No. 2-84920).
/s/ Coopers & Lybrand LLP
COOPERS & LYBRAND LLP
Columbus, Ohio
June 27, 1997
KEY MUTUAL FUNDS
EXHIBIT 16
TOTAL RETURN
KEYCHOICE GROWTH FUND
AGGREGATE TOTAL RETURN
T = (ERV/P) -1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT
OF $1,000.
<TABLE>
<CAPTION>
EXAMPLE:
<S> <C> <C>
SINCE INCEPTION: (12/31/96 TO 05/31/97):
(1,074.04 /1,000) - 1 = 7.40%
YEAR TO DATE: (12/31/96 TO 05/31/97):
(1,074.04 /1,000) - 1 = 7.40%
QUARTERLY: (02/28/97 TO 05/31/97):
(1,056.09 /1,000) - 1 = 5.61%
MONTHLY: (04/30/97 TO 05/31/97):
(1,062.55 /1,000) - 1 = 6.26%
</TABLE>
KEY MUTUAL FUNDS
EXHIBIT 16
TOTAL RETURN
KEYCHOICE MODERATE GROWTH FUND
AGGREGATE TOTAL RETURN
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT
OF $1,000.
<TABLE>
<CAPTION>
EXAMPLE:
<S> <C> <C>
SINCE INCEPTION: (12/31/96 TO 05/31/97):
(1,057.49 /1,000) - 1 = 5.75%
YEAR TO DATE: (12/31/96 TO 05/31/97):
(1,057.49 /1,000) - 1 = 5.75%
QUARTERLY: (02/28/97 TO 05/31/97):
(1,031.70 /1,000) - 1 = 3.17%
MONTHLY: (04/30/97 TO 05/31/97):
(1,047.77 /1,000) - 1 = 4.78%
</TABLE>
KEY MUTUAL FUNDS
EXHIBIT 16
TOTAL RETURN
KEYCHOICE INCOME & GROWTH FUND
AGGREGATE TOTAL RETURN
T = (ERV/P) - 1
WHERE: T = TOTAL RETURN
ERV = REDEEMABLE VALUE AT THE END
OF THE PERIOD OF A HYPOTHETICAL
$1,000 INVESTMENT MADE AT THE
BEGINNING OF THE PERIOD.
P = A HYPOTHETICAL INITIAL INVESTMENT
OF $1,000.
<TABLE>
<CAPTION>
EXAMPLE:
<S> <C> <C>
SINCE INCEPTION: (12/31/96 TO 05/31/97):
(1,043.26 /1,000) - 1 = 4.33%
YEAR TO DATE: (12/31/96 TO 05/31/97):
(1,043.26 /1,000) - 1 = 4.33%
QUARTERLY: (02/28/97 TO 05/31/97):
(1,031.91 /1,000) - 1 = 3.19%
MONTHLY: (04/30/97 TO 05/31/97):
(1,034.00 /1,000) - 1 = 3.40%
</TABLE>
KEY FUNDS
EXHIBIT 16
30-DAY S.E.C. YIELD CALCULATIONS
KeyChoice Growth
ACTUAL(WITH WAIVERS)
(a-b)
-----
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1)to the 6th power]-1} =
WHERE a = Dividends and interest earned during the period
b = Expenses accrued for the period (net of reimbursements)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The offering price or the maximum redemption price
per share on the last day of the period
MAXIMUM FEES (without waivers)
(a-b)
-----
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1)to the 6th power]-1} =
WHERE a = Dividends and interest earned during the period
b = Expenses accrued for the period (without waivers)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The offering price or the maximum redemption price
per share on the last day of the period
ACTUAL (WITH WAIVERS)
( 608.08 - 68.21)
2 *{[(----------------------- +1)to the 6th power]-1} = 1.53%
(39,573.294 * 10.70)
MAXIMUM FEES (WITHOUT WAIVERS)
( 608.08 - 103.74)
2 *{[(----------------------- +1)to the 6th power]-1} = 1.43%
(39,573.294 * 10.70)
The performance was computed based on the thirty day
period ending May 31, 1997.
KEY FUNDS
EXHIBIT 16
30-DAY S.E.C. YIELD CALCULATIONS
KeyChoice Moderate Growth
ACTUAL(WITH WAIVERS)
(a-b)
-----
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1)to the 6th power]-1} =
WHERE a = Dividends and interest earned during the period
b = Expenses accrued for the period (net of reimbursements)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The offering price or the maximum redemption price
per share on the last day of the period
MAXIMUM FEES (without waivers)
(a-b)
-----
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1)to the 6th power]-1} =
WHERE a = Dividends and interest earned during the period
b = Expenses accrued for the period (without waivers)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The offering price or the maximum redemption price
per share on the last day of the period
ACTUAL (WITH WAIVERS)
( 7,859.87 - 535.02)
2 *{[(------------------------ +1)to the 6th power]-1} = 2.69%
(312,408.387 * 10.53)
MAXIMUM FEES (WITHOUT WAIVERS)
( 7,859.87 - 798.71)
2 *{[(------------------------ +1)to the 6th power]-1} = 2.59%
(312,408.387 * 10.53)
The performance was computed based on the thirty day
period ending May 31, 1997.
KEY FUNDS
EXHIBIT 16
30-DAY S.E.C. YIELD CALCULATIONS
KeyChoice Income & Growth
ACTUAL(WITH WAIVERS)
(a-b)
-----
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1)to the 6th power]-1} =
WHERE a = Dividends and interest earned during the period
b = Expenses accrued for the period (net of reimbursements)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The offering price (without CDSC) or the maximum
redemption price (with CDSC) per share on the last
day of the period
MAXIMUM FEES (without waivers)
(a-b)
-----
30-Day S.E.C. Yield Equation = 2 *{[( (cd) +1)to the 6th power]-1} =
WHERE a = Dividends and interest earned during the period
b = Expenses accrued for the period (without waivers)
c = The average daily number of shares outstanding during
the period that were entitled to receive dividends
d = The offering price (without CDSC) or the maximum
redemption price (with CDSC) per share on the last
day of the period
ACTUAL (WITH WAIVERS)
( 1,279.20 - 60.21)
2 *{[(----------------------- +1)to the 6th power]-1} = 3.97%
(35,936.453 * 10.34)
MAXIMUM FEES (WITHOUT WAIVERS)
( 1,279.20 - 92.35)
2 *{[(------------------------ +1)to the 6th power]-1} = 3.86%
(35,936.453 * 10.34)
The performance was computed based on the thirty day
period ending May 31, 1997.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 06
<NAME> KEYCHOICE GROWTH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 406761
<INVESTMENTS-AT-VALUE> 430979
<RECEIVABLES> 93
<ASSETS-OTHER> 50437
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 481509
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49167
<TOTAL-LIABILITIES> 49167
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 401844
<SHARES-COMMON-STOCK> 40405
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 532
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5748
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 24218
<NET-ASSETS> 432342
<DIVIDEND-INCOME> 851
<INTEREST-INCOME> 267
<OTHER-INCOME> 0
<EXPENSES-NET> 176
<NET-INVESTMENT-INCOME> 942
<REALIZED-GAINS-CURRENT> 5748
<APPREC-INCREASE-CURRENT> 24218
<NET-CHANGE-FROM-OPS> 30908
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 410
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 41631
<NUMBER-OF-SHARES-REDEEMED> 1268
<SHARES-REINVESTED> 41
<NET-CHANGE-IN-ASSETS> 432342
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 177
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32347
<AVERAGE-NET-ASSETS> 216976
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.69
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.70
<EXPENSE-RATIO> 0.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 07
<NAME> KEYCHOICE MODERATE GROWTH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1996
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 3082205
<INVESTMENTS-AT-VALUE> 3207410
<RECEIVABLES> 640
<ASSETS-OTHER> 49400
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3257450
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49167
<TOTAL-LIABILITIES> 49167
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3061570
<SHARES-COMMON-STOCK> 304759
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 13600
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 7908
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 125205
<NET-ASSETS> 3208283
<DIVIDEND-INCOME> 20771
<INTEREST-INCOME> 2256
<OTHER-INCOME> 0
<EXPENSES-NET> 1514
<NET-INVESTMENT-INCOME> 21513
<REALIZED-GAINS-CURRENT> 7908
<APPREC-INCREASE-CURRENT> 125205
<NET-CHANGE-FROM-OPS> 154626
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7913
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 354415
<NUMBER-OF-SHARES-REDEEMED> 50359
<SHARES-REINVESTED> 702
<NET-CHANGE-IN-ASSETS> 3208283
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1513
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 36079
<AVERAGE-NET-ASSETS> 1850297
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.09
<PER-SHARE-GAIN-APPREC> 0.48
<PER-SHARE-DIVIDEND> 0.04
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.53
<EXPENSE-RATIO> 0.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 08
<NAME> KEYCHOICE INCOME & GROWTH FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1997
<PERIOD-END> MAY-31-1997
<INVESTMENTS-AT-COST> 379935
<INVESTMENTS-AT-VALUE> 389658
<RECEIVABLES> 87
<ASSETS-OTHER> 50451
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 440196
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 49167
<TOTAL-LIABILITIES> 49167
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 377313
<SHARES-COMMON-STOCK> 37809
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1791
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2202
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9723
<NET-ASSETS> 391029
<DIVIDEND-INCOME> 3651
<INTEREST-INCOME> 335
<OTHER-INCOME> 0
<EXPENSES-NET> 208
<NET-INVESTMENT-INCOME> 3778
<REALIZED-GAINS-CURRENT> 2202
<APPREC-INCREASE-CURRENT> 9723
<NET-CHANGE-FROM-OPS> 15703
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1987
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 37808
<NUMBER-OF-SHARES-REDEEMED> 199
<SHARES-REINVESTED> 199
<NET-CHANGE-IN-ASSETS> 391029
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 209
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32931
<AVERAGE-NET-ASSETS> 255346
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.14
<PER-SHARE-GAIN-APPREC> 0.29
<PER-SHARE-DIVIDEND> 0.09
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.34
<EXPENSE-RATIO> 0.20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
