<PAGE> PAGE 1
000 B000000 11/30/96
000 C000000 0000722832
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0
000 J000000 A
001 A000000 SBSF FUNDS, INC. (D/B/A KEY MUTUAL FUNDS)
001 B000000 811-03792
001 C000000 6144708000
002 A000000 3534 STELZER ROAD
002 B000000 COLUMBUS
002 C000000 OH
002 D010000 43219
002 D020000 3035
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 5
007 C010100 1
007 C020100 SBSF FUND
007 C030100 N
007 C010200 2
007 C020200 KEY MONEY MARKET MUTUAL FUND
007 C030200 N
007 C010300 3
007 C020300 SBSF CONVERTIBLE SECURITIES FUND
007 C030300 N
007 C010400 4
007 C020400 SBSF CAPITAL GROWTH FUND
007 C030400 N
007 C010500 5
007 C020500 KEY STOCK INDEX FUND
007 C030500 N
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
007 C011100 11
007 C011200 12
007 C011300 13
007 C011400 14
007 C011500 15
007 C011600 16
007 C011700 17
007 C011800 18
<PAGE> PAGE 2
007 C011900 19
007 C012000 20
010 A00AA01 BISYS FUND SERVICES LIMITED PARTNERSHIP
010 C01AA01 COLUMBUS
010 C02AA01 OH
010 C03AA01 43219
010 C04AA01 3035
011 A00AA01 BISYS FUND SERVICES LIMITED PARTNERSHIP
011 B00AA01 8-00000
011 C01AA01 COLUMBUS
011 C02AA01 OH
011 C03AA01 43219
011 C04AA01 3035
012 A00AA01 STATE STREET BANK AND TRUST COMPANY
012 B00AA01 84-00000
012 C01AA01 BOSTON
012 C02AA01 MA
012 C03AA01 02110
012 C04AA01 2875
013 A00AA01 PRICE WATERHOUSE LLP
013 B01AA01 NEW YORK
013 B02AA01 NY
013 B03AA01 10036
014 A00AA01 KEY INVESTMENTS INC.
014 B00AA01 8-000000
018 00AA00 Y
019 A00AA00 Y
019 B00AA00 5
019 C00AA00 KEY FUNDS
020 A000001 BEAR, STEARNS & CO. INC.
020 B000001 13-3299429
020 C000001 58
020 A000002 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
020 B000002 13-2741729
020 C000002 21
020 A000003 DEUTSCHE MORGAN GRENFELL/ C.J. LAWRENCE INC.
020 B000003 13-2730828
020 C000003 18
020 A000004 HANIFEN, IMHOFF INC.
020 B000004 84-0503513
020 C000004 17
020 A000005 NAIB TRADING CORP.
020 B000005 59-2816659
020 C000005 16
020 A000006 O'NEIL (WILLIAM) & CO. INC.
020 B000006 95-2269163
020 C000006 14
020 A000007 NEUBERGER & BERMAN
020 B000007 13-5521910
020 C000007 14
020 A000008 MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
<PAGE> PAGE 3
020 B000008 13-5674085
020 C000008 14
020 A000009 GOLDMAN, SACHS & CO.
020 B000009 13-5108880
020 C000009 13
020 A000010 PRUDENTIAL SECURITIES INC.
020 B000010 22-2347336
020 C000010 13
021 000000 380
022 A000001 SPEER, LEEDS & KELLOGG
022 B000001 13-5515160
022 C000001 186182
022 D000001 150523
022 A000002 LEMAN BROTHERS, INC.
022 B000002 13-2518466
022 C000002 282095
022 D000002 4115
022 A000003 GENERAL ELECTRIC CAPITAL CORP.
022 C000003 237570
022 D000003 0
022 A000004 CANTOR FITZGERALD SECURITIES
022 B000004 13-3680187
022 C000004 24619
022 D000004 22237
022 A000005 BA SECURITIES
022 B000005 95-4035346
022 C000005 19391
022 D000005 23046
022 A000006 CLARKE (G.X.) & CO.
022 B000006 13-2969143
022 C000006 31159
022 D000006 5022
022 A000007 SMITH BARNEY, INC.
022 B000007 13-1912900
022 C000007 15272
022 D000007 14005
022 A000008 LANSTON (AUBREY G.) & CO. INC.
022 B000008 13-5552129
022 C000008 22872
022 D000008 0
022 A000009 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
022 B000009 13-5674085
022 C000009 6015
022 D000009 16629
022 A000010 GOLDMAN, SACHS & CO.
022 B000010 13-5108880
022 C000010 11785
022 D000010 4484
023 C000000 958885
023 D000000 280115
026 A000000 N
<PAGE> PAGE 4
026 B000000 Y
026 C000000 Y
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 Y
029 00AA00 N
030 A00AA00 0
030 B00AA00 0.00
030 C00AA00 0.00
031 A00AA00 0
031 B00AA00 0
032 00AA00 0
033 00AA00 0
034 00AA00 N
035 00AA00 0
036 B00AA00 0
054 A00AA00 N
054 B00AA00 N
054 C00AA00 N
054 D00AA00 N
054 E00AA00 N
054 F00AA00 N
054 G00AA00 N
054 H00AA00 N
054 I00AA00 N
054 J00AA00 N
054 K00AA00 N
054 L00AA00 N
054 M00AA00 Y
054 N00AA00 N
054 O00AA00 Y
055 A00AA00 N
055 B00AA00 N
056 00AA00 Y
057 00AA00 N
058 A00AA00 N
059 00AA00 Y
060 A00AA00 Y
060 B00AA00 Y
061 00AA00 500
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
<PAGE> PAGE 5
077 H000000 N
077 I000000 Y
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 A00AA00 NATIONAL UNION FIRE INSURANCE COMPANY
080 C00AA00 3900
081 A00AA00 Y
081 B00AA00 29
082 A00AA00 N
082 B00AA00 0
083 A00AA00 N
083 B00AA00 0
084 A00AA00 N
084 B00AA00 0
085 A00AA00 Y
085 B00AA00 N
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
008 A000101 SPEARS, BENZAK, SALOMON & FARRELL, INC.
008 B000101 A
008 C000101 801-46878
008 D010101 NEW YORK
008 D020101 NY
008 D030101 10111
015 A000101 KEY TRUST COMPANY OF OHIO, N.A.
015 B000101 C
015 C010101 CLEVELAND
015 C020101 OH
015 C030101 44114
015 E030101 X
024 000100 Y
025 A000101 J.P. MORGAN & CO., INC.
<PAGE> PAGE 6
025 B000101 13-3224016
025 C000101 E
025 D000101 2359
025 D000102 0
025 D000103 0
025 D000104 0
025 D000105 0
025 D000106 0
025 D000107 0
025 D000108 0
028 A010100 437
028 A020100 312
028 A030100 0
028 A040100 1935
028 B010100 230
028 B020100 0
028 B030100 0
028 B040100 2559
028 C010100 116
028 C020100 0
028 C030100 0
028 C040100 2878
028 D010100 279
028 D020100 0
028 D030100 0
028 D040100 1727
028 E010100 121
028 E020100 0
028 E030100 0
028 E040100 8589
028 F010100 527
028 F020100 0
028 F030100 0
028 F040100 2450
028 G010100 1710
028 G020100 312
028 G030100 0
028 G040100 20138
028 H000100 0
037 000100 N
038 000100 0
039 000100 N
040 000100 Y
041 000100 Y
042 A000100 0
042 B000100 0
042 C000100 0
042 D000100 100
042 E000100 0
042 F000100 0
042 G000100 0
<PAGE> PAGE 7
042 H000100 0
043 000100 3
044 000100 1
045 000100 Y
046 000100 N
047 000100 Y
048 000100 0.750
048 A010100 0
048 A020100 0.000
048 B010100 0
048 B020100 0.000
048 C010100 0
048 C020100 0.000
048 D010100 0
048 D020100 0.000
048 E010100 0
048 E020100 0.000
048 F010100 0
048 F020100 0.000
048 G010100 0
048 G020100 0.000
048 H010100 0
048 H020100 0.000
048 I010100 0
048 I020100 0.000
048 J010100 0
048 J020100 0.000
048 K010100 0
048 K020100 0.000
049 000100 N
050 000100 N
051 000100 N
052 000100 N
053 A000100 N
062 A000100 N
062 B000100 0.0
062 C000100 0.0
062 D000100 0.0
062 E000100 0.0
062 F000100 0.0
062 G000100 0.0
062 H000100 0.0
062 I000100 0.0
062 J000100 0.0
062 K000100 0.0
062 L000100 0.0
062 M000100 0.0
062 N000100 0.0
062 O000100 0.0
062 P000100 0.0
062 Q000100 0.0
<PAGE> PAGE 8
062 R000100 0.0
063 A000100 0
063 B000100 0.0
066 A000100 Y
066 B000100 N
066 C000100 N
066 D000100 N
066 E000100 Y
066 F000100 N
066 G000100 N
067 000100 N
068 A000100 N
068 B000100 N
069 000100 N
070 A010100 Y
070 A020100 N
070 B010100 Y
070 B020100 N
070 C010100 Y
070 C020100 N
070 D010100 Y
070 D020100 N
070 E010100 N
070 E020100 N
070 F010100 N
070 F020100 N
070 G010100 N
070 G020100 N
070 H010100 N
070 H020100 N
070 I010100 N
070 I020100 N
070 J010100 Y
070 J020100 Y
070 K010100 Y
070 K020100 N
070 L010100 Y
070 L020100 Y
070 M010100 N
070 M020100 N
070 N010100 Y
070 N020100 N
070 O010100 Y
070 O020100 N
070 P010100 Y
070 P020100 N
070 Q010100 N
070 Q020100 N
070 R010100 N
070 R020100 N
071 A000100 60273
<PAGE> PAGE 9
071 B000100 83407
071 C000100 113128
071 D000100 53
072 A000100 12
072 B000100 334
072 C000100 1715
072 D000100 0
072 E000100 0
072 F000100 899
072 G000100 223
072 H000100 0
072 I000100 60
072 J000100 31
072 K000100 0
072 L000100 36
072 M000100 26
072 N000100 17
072 O000100 0
072 P000100 0
072 Q000100 0
072 R000100 54
072 S000100 115
072 T000100 3
072 U000100 0
072 V000100 0
072 W000100 67
072 X000100 1531
072 Y000100 13
072 Z000100 531
072AA000100 16734
072BB000100 0
072CC010100 7632
072CC020100 0
072DD010100 628
072DD020100 0
072EE000100 12646
073 A010100 0.0900
073 A020100 0.0000
073 B000100 1.9400
073 C000100 0.0000
074 A000100 0
074 B000100 0
074 C000100 5333
074 D000100 0
074 E000100 0
074 F000100 112821
074 G000100 0
074 H000100 0
074 I000100 0
074 J000100 1013
074 K000100 0
<PAGE> PAGE 10
074 L000100 128
074 M000100 2
074 N000100 119297
074 O000100 0
074 P000100 88
074 Q000100 0
074 R010100 0
074 R020100 0
074 R030100 0
074 R040100 1125
074 S000100 0
074 T000100 118084
074 U010100 6131
074 U020100 0
074 V010100 19.26
074 V020100 0.00
074 W000100 0.0000
074 X000100 1063
074 Y000100 0
075 A000100 0
075 B000100 119549
076 000100 0.00
008 A000201 SPEARS, BENZAK, SALOMON & FARRELL, INC.
008 B000201 A
008 C000201 801-46878
008 D010201 NEW YORK
008 D020201 NY
008 D030201 10111
015 A000201 KEY TRUST COMPANY OF OHIO, N.A.
015 B000201 C
015 C010201 CLEVELAND
015 C020201 OH
015 C030201 44114
015 E030201 X
024 000200 N
025 D000201 0
025 D000202 0
025 D000203 0
025 D000204 0
025 D000205 0
025 D000206 0
025 D000207 0
025 D000208 0
028 A010200 4184
028 A020200 82
028 A030200 0
028 A040200 9704
028 B010200 4539
028 B020200 68
028 B030200 0
028 B040200 3904
<PAGE> PAGE 11
028 C010200 2265
028 C020200 70
028 C030200 0
028 C040200 1992
028 D010200 741
028 D020200 67
028 D030200 0
028 D040200 4419
028 E010200 29961
028 E020200 78
028 E030200 0
028 E040200 1412
028 F010200 11386
028 F020200 92
028 F030200 0
028 F040200 15660
028 G010200 53076
028 G020200 457
028 G030200 0
028 G040200 37091
028 H000200 0
037 000200 N
038 000200 0
039 000200 N
040 000200 Y
041 000200 N
042 A000200 0
042 B000200 0
042 C000200 0
042 D000200 0
042 E000200 0
042 F000200 0
042 G000200 0
042 H000200 0
043 000200 0
044 000200 0
045 000200 Y
046 000200 N
047 000200 Y
048 000200 0.250
048 A010200 0
048 A020200 0.000
048 B010200 0
048 B020200 0.000
048 C010200 0
048 C020200 0.000
048 D010200 0
048 D020200 0.000
048 E010200 0
048 E020200 0.000
048 F010200 0
<PAGE> PAGE 12
048 F020200 0.000
048 G010200 0
048 G020200 0.000
048 H010200 0
048 H020200 0.000
048 I010200 0
048 I020200 0.000
048 J010200 0
048 J020200 0.000
048 K010200 0
048 K020200 0.000
049 000200 N
050 000200 N
051 000200 N
052 000200 N
053 A000200 Y
053 B000200 Y
053 C000200 N
062 A000200 Y
062 B000200 67.6
062 C000200 32.4
062 D000200 0.0
062 E000200 0.0
062 F000200 0.0
062 G000200 0.0
062 H000200 0.0
062 I000200 0.0
062 J000200 0.0
062 K000200 0.0
062 L000200 0.0
062 M000200 0.0
062 N000200 0.0
062 O000200 0.0
062 P000200 0.0
062 Q000200 0.0
062 R000200 0.0
063 A000200 35
063 B000200 0.0
064 A000200 N
064 B000200 N
066 A000200 N
067 000200 N
068 A000200 N
068 B000200 N
069 000200 N
070 A010200 Y
070 A020200 Y
070 B010200 N
070 B020200 N
070 C010200 N
070 C020200 N
<PAGE> PAGE 13
070 D010200 N
070 D020200 N
070 E010200 N
070 E020200 N
070 F010200 N
070 F020200 N
070 G010200 N
070 G020200 N
070 H010200 N
070 H020200 N
070 I010200 N
070 I020200 N
070 J010200 Y
070 J020200 N
070 K010200 Y
070 K020200 N
070 L010200 N
070 L020200 N
070 M010200 N
070 M020200 N
070 N010200 N
070 N020200 N
070 O010200 Y
070 O020200 N
070 P010200 Y
070 P020200 N
070 Q010200 N
070 Q020200 N
070 R010200 N
070 R020200 N
071 A000200 0
071 B000200 0
071 C000200 0
071 D000200 0
072 A000200 12
072 B000200 1354
072 C000200 0
072 D000200 0
072 E000200 0
072 F000200 65
072 G000200 65
072 H000200 0
072 I000200 18
072 J000200 11
072 K000200 0
072 L000200 13
072 M000200 3
072 N000200 14
072 O000200 0
072 P000200 0
072 Q000200 0
<PAGE> PAGE 14
072 R000200 7
072 S000200 17
072 T000200 0
072 U000200 0
072 V000200 0
072 W000200 24
072 X000200 237
072 Y000200 72
072 Z000200 1189
072AA000200 0
072BB000200 0
072CC010200 0
072CC020200 0
072DD010200 1189
072DD020200 0
072EE000200 0
073 A010200 0.0460
073 A020200 0.0000
073 B000200 0.0000
073 C000200 0.0000
074 A000200 3
074 B000200 0
074 C000200 36852
074 D000200 0
074 E000200 0
074 F000200 0
074 G000200 0
074 H000200 0
074 I000200 0
074 J000200 5022
074 K000200 0
074 L000200 394
074 M000200 34
074 N000200 42305
074 O000200 0
074 P000200 9
074 Q000200 0
074 R010200 0
074 R020200 0
074 R030200 0
074 R040200 137
074 S000200 0
074 T000200 42159
074 U010200 42160
074 U020200 0
074 V010200 1.00
074 V020200 0.00
074 W000200 1.0000
074 X000200 310
074 Y000200 0
075 A000200 25909
<PAGE> PAGE 15
075 B000200 0
076 000200 0.00
008 A000301 SPEARS, BENZAK, SALOMON & FARRELL, INC.
008 B000301 A
008 C000301 801-46878
008 D010301 NEW YORK
008 D020301 NY
008 D030301 10111
015 A000301 KEY TRUST COMPANY OF OHIO, N.A.
015 B000301 C
015 C010301 CLEVELAND
015 C020301 OH
015 C030301 44114
015 E030301 X
015 A000302 MORGAN STANLEY TRUST CO.
015 B000302 S
015 C010302 NEW YORK
015 C020302 NY
015 C030302 11201
015 E040302 X
024 000300 N
025 D000301 0
025 D000302 0
025 D000303 0
025 D000304 0
025 D000305 0
025 D000306 0
025 D000307 0
025 D000308 0
028 A010300 474
028 A020300 816
028 A030300 0
028 A040300 3112
028 B010300 1298
028 B020300 0
028 B030300 0
028 B040300 630
028 C010300 1119
028 C020300 0
028 C030300 0
028 C040300 453
028 D010300 699
028 D020300 786
028 D030300 0
028 D040300 272
028 E010300 834
028 E020300 0
028 E030300 0
028 E040300 1035
028 F010300 665
028 F020300 0
<PAGE> PAGE 16
028 F030300 0
028 F040300 1037
028 G010300 5089
028 G020300 1602
028 G030300 0
028 G040300 6539
028 H000300 0
037 000300 N
038 000300 0
039 000300 N
040 000300 Y
041 000300 Y
042 A000300 0
042 B000300 0
042 C000300 0
042 D000300 100
042 E000300 0
042 F000300 0
042 G000300 0
042 H000300 0
043 000300 10
044 000300 4
045 000300 Y
046 000300 N
047 000300 Y
048 000300 0.750
048 A010300 0
048 A020300 0.000
048 B010300 0
048 B020300 0.000
048 C010300 0
048 C020300 0.000
048 D010300 0
048 D020300 0.000
048 E010300 0
048 E020300 0.000
048 F010300 0
048 F020300 0.000
048 G010300 0
048 G020300 0.000
048 H010300 0
048 H020300 0.000
048 I010300 0
048 I020300 0.000
048 J010300 0
048 J020300 0.000
048 K010300 0
048 K020300 0.000
049 000300 N
050 000300 N
051 000300 N
<PAGE> PAGE 17
052 000300 N
053 A000300 N
062 A000300 N
062 B000300 0.0
062 C000300 0.0
062 D000300 0.0
062 E000300 0.0
062 F000300 0.0
062 G000300 0.0
062 H000300 0.0
062 I000300 0.0
062 J000300 0.0
062 K000300 0.0
062 L000300 0.0
062 M000300 0.0
062 N000300 0.0
062 O000300 0.0
062 P000300 0.0
062 Q000300 0.0
062 R000300 0.0
063 A000300 0
063 B000300 0.0
066 A000300 Y
066 B000300 N
066 C000300 N
066 D000300 N
066 E000300 Y
066 F000300 N
066 G000300 N
067 000300 Y
068 A000300 N
068 B000300 N
069 000300 N
070 A010300 Y
070 A020300 N
070 B010300 Y
070 B020300 N
070 C010300 Y
070 C020300 N
070 D010300 Y
070 D020300 N
070 E010300 N
070 E020300 N
070 F010300 N
070 F020300 N
070 G010300 N
070 G020300 N
070 H010300 N
070 H020300 N
070 I010300 N
070 I020300 N
<PAGE> PAGE 18
070 J010300 Y
070 J020300 Y
070 K010300 Y
070 K020300 N
070 L010300 Y
070 L020300 Y
070 M010300 N
070 M020300 N
070 N010300 Y
070 N020300 N
070 O010300 Y
070 O020300 N
070 P010300 Y
070 P020300 N
070 Q010300 N
070 Q020300 N
070 R010300 N
070 R020300 N
071 A000300 34434
071 B000300 28540
071 C000300 70604
071 D000300 40
072 A000300 12
072 B000300 2001
072 C000300 2886
072 D000300 0
072 E000300 0
072 F000300 566
072 G000300 163
072 H000300 0
072 I000300 27
072 J000300 21
072 K000300 0
072 L000300 16
072 M000300 16
072 N000300 16
072 O000300 0
072 P000300 0
072 Q000300 0
072 R000300 31
072 S000300 77
072 T000300 9
072 U000300 0
072 V000300 0
072 W000300 48
072 X000300 990
072 Y000300 0
072 Z000300 3897
072AA000300 3738
072BB000300 0
072CC010300 6370
<PAGE> PAGE 19
072CC020300 0
072DD010300 3694
072DD020300 0
072EE000300 1805
073 A010300 0.6200
073 A020300 0.0000
073 B000300 0.3200
073 C000300 0.0000
074 A000300 17
074 B000300 0
074 C000300 1193
074 D000300 27317
074 E000300 41716
074 F000300 9356
074 G000300 0
074 H000300 0
074 I000300 0
074 J000300 1223
074 K000300 0
074 L000300 791
074 M000300 1
074 N000300 81614
074 O000300 0
074 P000300 63
074 Q000300 0
074 R010300 0
074 R020300 0
074 R030300 0
074 R040300 73
074 S000300 0
074 T000300 81478
074 U010300 6012
074 U020300 0
074 V010300 13.55
074 V020300 0.00
074 W000300 0.0000
074 X000300 474
074 Y000300 0
075 A000300 0
075 B000300 75432
076 000300 0.00
008 A000401 SPEARS, BENZAK, SALOMON & FARRELL, INC.
008 B000401 A
008 C000401 801-46878
008 D010401 NEW YORK
008 D020401 NY
008 D030401 10111
008 D040401 1011
015 A000401 KEY TRUST COMPANY OF OHIO, N.A.
015 B000401 C
015 C010401 CLEVELAND
<PAGE> PAGE 20
015 C020401 OH
015 C030401 44114
015 E030401 X
024 000400 N
025 D000401 0
025 D000402 0
025 D000403 0
025 D000404 0
025 D000405 0
025 D000406 0
025 D000407 0
025 D000408 0
028 A010400 1438
028 A020400 0
028 A030400 0
028 A040400 4
028 B010400 732
028 B020400 0
028 B030400 0
028 B040400 318
028 C010400 22
028 C020400 0
028 C030400 0
028 C040400 26
028 D010400 187
028 D020400 0
028 D030400 0
028 D040400 813
028 E010400 274
028 E020400 0
028 E030400 0
028 E040400 75
028 F010400 167
028 F020400 0
028 F030400 0
028 F040400 123
028 G010400 2820
028 G020400 0
028 G030400 0
028 G040400 1359
028 H000400 0
037 000400 N
038 000400 0
039 000400 N
040 000400 Y
041 000400 Y
042 A000400 0
042 B000400 0
042 C000400 0
042 D000400 100
042 E000400 0
<PAGE> PAGE 21
042 F000400 0
042 G000400 0
042 H000400 0
043 000400 0
044 000400 0
045 000400 Y
046 000400 N
047 000400 Y
048 000400 0.750
048 A010400 0
048 A020400 0.000
048 B010400 0
048 B020400 0.000
048 C010400 0
048 C020400 0.000
048 D010400 0
048 D020400 0.000
048 E010400 0
048 E020400 0.000
048 F010400 0
048 F020400 0.000
048 G010400 0
048 G020400 0.000
048 H010400 0
048 H020400 0.000
048 I010400 0
048 I020400 0.000
048 J010400 0
048 J020400 0.000
048 K010400 0
048 K020400 0.000
049 000400 N
050 000400 N
051 000400 N
052 000400 N
053 A000400 N
062 A000400 N
062 B000400 0.0
062 C000400 0.0
062 D000400 0.0
062 E000400 0.0
062 F000400 0.0
062 G000400 0.0
062 H000400 0.0
062 I000400 0.0
062 J000400 0.0
062 K000400 0.0
062 L000400 0.0
062 M000400 0.0
062 N000400 0.0
062 O000400 0.0
<PAGE> PAGE 22
062 P000400 0.0
062 Q000400 0.0
062 R000400 0.0
063 A000400 0
063 B000400 0.0
066 A000400 Y
066 B000400 N
066 C000400 Y
066 D000400 N
066 E000400 N
066 F000400 N
066 G000400 N
067 000400 N
068 A000400 N
068 B000400 N
069 000400 N
070 A010400 Y
070 A020400 N
070 B010400 Y
070 B020400 N
070 C010400 Y
070 C020400 N
070 D010400 Y
070 D020400 N
070 E010400 N
070 E020400 N
070 F010400 N
070 F020400 N
070 G010400 N
070 G020400 N
070 H010400 N
070 H020400 N
070 I010400 N
070 I020400 N
070 J010400 Y
070 J020400 N
070 K010400 Y
070 K020400 N
070 L010400 Y
070 L020400 Y
070 M010400 N
070 M020400 N
070 N010400 Y
070 N020400 N
070 O010400 Y
070 O020400 N
070 P010400 Y
070 P020400 N
070 Q010400 N
070 Q020400 N
070 R010400 N
<PAGE> PAGE 23
070 R020400 N
071 A000400 97390
071 B000400 69828
071 C000400 31617
071 D000400 221
072 A000400 12
072 B000400 92
072 C000400 126
072 D000400 0
072 E000400 0
072 F000400 249
072 G000400 83
072 H000400 0
072 I000400 18
072 J000400 19
072 K000400 0
072 L000400 10
072 M000400 7
072 N000400 14
072 O000400 0
072 P000400 0
072 Q000400 0
072 R000400 19
072 S000400 32
072 T000400 0
072 U000400 6
072 V000400 0
072 W000400 16
072 X000400 473
072 Y000400 2
072 Z000400 -253
072AA000400 0
072BB000400 573
072CC010400 1848
072CC020400 0
072DD010400 0
072DD020400 0
072EE000400 258
073 A010400 0.0000
073 A020400 0.0000
073 B000400 0.3000
073 C000400 0.0000
074 A000400 19
074 B000400 0
074 C000400 574
074 D000400 0
074 E000400 0
074 F000400 36869
074 G000400 0
074 H000400 0
074 I000400 0
<PAGE> PAGE 24
074 J000400 25
074 K000400 0
074 L000400 17
074 M000400 0
074 N000400 37504
074 O000400 441
074 P000400 30
074 Q000400 0
074 R010400 0
074 R020400 0
074 R030400 0
074 R040400 44
074 S000400 0
074 T000400 36989
074 U010400 3725
074 U020400 0
074 V010400 9.93
074 V020400 0.00
074 W000400 0.0000
074 X000400 331
074 Y000400 0
075 A000400 0
075 B000400 33175
076 000400 0.00
008 A000501 KEY MUTUAL FUND ADVISORS
008 B000501 A
008 C000501 801-49867
008 D010501 CLEVELAND
008 D020501 OH
008 D030501 44114
015 A000501 KEY TRUST COMPANY OF OHIO, N.A.
015 B000501 C
015 C010501 CLEVELAND
015 C020501 OH
015 C030501 44114
015 E030501 X
024 000500 Y
025 A000501 J.P. MORGAN & CO., INC.
025 B000501 13-3224016
025 C000501 E
025 D000501 30
025 A000502 MERRILL LYNCH & CO., INC.
025 B000502 13-5674085
025 C000502 E
025 D000502 23
025 A000503 MORGAN STANLEY GROUP, INC.
025 B000503 13-2655998
025 C000503 E
025 D000503 16
025 A000504 SALOMON BROTHERS, INC.
025 C000504 E
<PAGE> PAGE 25
025 D000504 8
025 D000505 0
025 D000506 0
025 D000507 0
025 D000508 0
028 A010500 0
028 A020500 0
028 A030500 0
028 A040500 0
028 B010500 6123
028 B020500 0
028 B030500 0
028 B040500 28
028 C010500 1802
028 C020500 0
028 C030500 0
028 C040500 0
028 D010500 756
028 D020500 53
028 D030500 0
028 D040500 260
028 E010500 1753
028 E020500 0
028 E030500 0
028 E040500 238
028 F010500 8180
028 F020500 0
028 F030500 0
028 F040500 3643
028 G010500 18614
028 G020500 53
028 G030500 0
028 G040500 4169
028 H000500 0
037 000500 N
038 000500 0
039 000500 N
040 000500 N
041 000500 N
042 A000500 0
042 B000500 0
042 C000500 0
042 D000500 0
042 E000500 0
042 F000500 0
042 G000500 0
042 H000500 0
043 000500 0
044 000500 0
045 000500 Y
046 000500 N
<PAGE> PAGE 26
047 000500 Y
048 000500 0.100
048 A010500 0
048 A020500 0.000
048 B010500 0
048 B020500 0.000
048 C010500 0
048 C020500 0.000
048 D010500 0
048 D020500 0.000
048 E010500 0
048 E020500 0.000
048 F010500 0
048 F020500 0.000
048 G010500 0
048 G020500 0.000
048 H010500 0
048 H020500 0.000
048 I010500 0
048 I020500 0.000
048 J010500 0
048 J020500 0.000
048 K010500 0
048 K020500 0.000
049 000500 N
050 000500 N
051 000500 N
052 000500 N
053 A000500 Y
053 B000500 Y
053 C000500 N
062 A000500 N
062 B000500 0.0
062 C000500 0.0
062 D000500 0.0
062 E000500 0.0
062 F000500 0.0
062 G000500 0.0
062 H000500 0.0
062 I000500 0.0
062 J000500 0.0
062 K000500 0.0
062 L000500 0.0
062 M000500 0.0
062 N000500 0.0
062 O000500 0.0
062 P000500 0.0
062 Q000500 0.0
062 R000500 0.0
063 A000500 0
063 B000500 0.0
<PAGE> PAGE 27
066 A000500 Y
066 B000500 N
066 C000500 Y
066 D000500 N
066 E000500 N
066 F000500 N
066 G000500 N
067 000500 N
068 A000500 N
068 B000500 N
069 000500 Y
070 A010500 Y
070 A020500 N
070 B010500 Y
070 B020500 N
070 C010500 Y
070 C020500 N
070 D010500 Y
070 D020500 N
070 E010500 Y
070 E020500 N
070 F010500 Y
070 F020500 N
070 G010500 Y
070 G020500 N
070 H010500 Y
070 H020500 Y
070 I010500 N
070 I020500 N
070 J010500 Y
070 J020500 N
070 K010500 Y
070 K020500 Y
070 L010500 Y
070 L020500 Y
070 M010500 Y
070 M020500 N
070 N010500 Y
070 N020500 N
070 O010500 Y
070 O020500 N
070 P010500 Y
070 P020500 Y
070 Q010500 N
070 Q020500 N
070 R010500 Y
070 R020500 N
071 A000500 8818
071 B000500 38
071 C000500 6324
071 D000500 1
<PAGE> PAGE 28
072 A000500 5
072 B000500 55
072 C000500 68
072 D000500 0
072 E000500 0
072 F000500 4
072 G000500 6
072 H000500 0
072 I000500 3
072 J000500 38
072 K000500 0
072 L000500 1
072 M000500 0
072 N000500 12
072 O000500 0
072 P000500 0
072 Q000500 31
072 R000500 17
072 S000500 6
072 T000500 0
072 U000500 2
072 V000500 0
072 W000500 0
072 X000500 120
072 Y000500 120
072 Z000500 123
072AA000500 16
072BB000500 0
072CC010500 1340
072CC020500 0
072DD010500 53
072DD020500 0
072EE000500 0
073 A010500 0.0600
073 A020500 0.0000
073 B000500 0.0000
073 C000500 0.0000
074 A000500 0
074 B000500 0
074 C000500 6138
074 D000500 0
074 E000500 0
074 F000500 9737
074 G000500 0
074 H000500 0
074 I000500 0
074 J000500 0
074 K000500 8
074 L000500 38
074 M000500 37
074 N000500 15958
<PAGE> PAGE 29
074 O000500 0
074 P000500 20
074 Q000500 0
074 R010500 0
074 R020500 0
074 R030500 0
074 R040500 14
074 S000500 0
074 T000500 15924
074 U010500 1427
074 U020500 0
074 V010500 11.16
074 V020500 0.00
074 W000500 0.0000
074 X000500 42
074 Y000500 0
075 A000500 0
075 B000500 8789
076 000500 0.00
SIGNATURE TOM LINE
TITLE TREASURER
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000722832
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 01
<NAME> SBSF FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 88354531
<INVESTMENTS-AT-VALUE> 118153599
<RECEIVABLES> 1141136
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 2429
<TOTAL-ASSETS> 119297164
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1213632
<TOTAL-LIABILITIES> 1213632
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 71429723
<SHARES-COMMON-STOCK> 6130767
<SHARES-COMMON-PRIOR> 6476957
<ACCUMULATED-NII-CURRENT> 90919
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 16763822
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 29799068
<NET-ASSETS> 118083532
<DIVIDEND-INCOME> 1715437
<INTEREST-INCOME> 334154
<OTHER-INCOME> 0
<EXPENSES-NET> 1517718
<NET-INVESTMENT-INCOME> 531873
<REALIZED-GAINS-CURRENT> 16763795
<APPREC-INCREASE-CURRENT> 7632424
<NET-CHANGE-FROM-OPS> 24928092
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 628415
<DISTRIBUTIONS-OF-GAINS> 12645835
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 384622
<NUMBER-OF-SHARES-REDEEMED> 1520772
<SHARES-REINVESTED> 789960
<NET-CHANGE-IN-ASSETS> 4233103
<ACCUMULATED-NII-PRIOR> 187461
<ACCUMULATED-GAINS-PRIOR> 12645862
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 898884
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1530840
<AVERAGE-NET-ASSETS> 119549349
<PER-SHARE-NAV-BEGIN> 17.58
<PER-SHARE-NII> 0.08
<PER-SHARE-GAIN-APPREC> 3.63
<PER-SHARE-DIVIDEND> 0.09
<PER-SHARE-DISTRIBUTIONS> 1.94
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.26
<EXPENSE-RATIO> 1.27
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000722832
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 02
<NAME> KEY MONEY MARKET MUTUAL FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 36851737
<INVESTMENTS-AT-VALUE> 36851737
<RECEIVABLES> 5415158
<ASSETS-OTHER> 3472
<OTHER-ITEMS-ASSETS> 34268
<TOTAL-ASSETS> 42304635
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 145598
<TOTAL-LIABILITIES> 145598
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 42159037
<SHARES-COMMON-STOCK> 42159793
<SHARES-COMMON-PRIOR> 21848339
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 42159037
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1353722
<OTHER-INCOME> 0
<EXPENSES-NET> 165053
<NET-INVESTMENT-INCOME> 1188669
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 1188669
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1188669
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 85244058
<NUMBER-OF-SHARES-REDEEMED> 65999108
<SHARES-REINVESTED> 1066504
<NET-CHANGE-IN-ASSETS> 20310698
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 64632
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 236556
<AVERAGE-NET-ASSETS> 25908616
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.047
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.047
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.64
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000722832
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 03
<NAME> SBSF CONVERTIBLE SECURITIES FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 67095476
<INVESTMENTS-AT-VALUE> 79580849
<RECEIVABLES> 2014611
<ASSETS-OTHER> 16694
<OTHER-ITEMS-ASSETS> 1509
<TOTAL-ASSETS> 81613663
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 135648
<TOTAL-LIABILITIES> 135648
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64611032
<SHARES-COMMON-STOCK> 6012299
<SHARES-COMMON-PRIOR> 5609335
<ACCUMULATED-NII-CURRENT> 643388
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3738222
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 12485373
<NET-ASSETS> 81478015
<DIVIDEND-INCOME> 2886023
<INTEREST-INCOME> 2001267
<OTHER-INCOME> 0
<EXPENSES-NET> 990193
<NET-INVESTMENT-INCOME> 3897097
<REALIZED-GAINS-CURRENT> 3737544
<APPREC-INCREASE-CURRENT> 6370235
<NET-CHANGE-FROM-OPS> 14004876
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3694435
<DISTRIBUTIONS-OF-GAINS> 1805432
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1270711
<NUMBER-OF-SHARES-REDEEMED> 1253058
<SHARES-REINVESTED> 385311
<NET-CHANGE-IN-ASSETS> 13266270
<ACCUMULATED-NII-PRIOR> 440726
<ACCUMULATED-GAINS-PRIOR> 1806110
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 566242
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 990193
<AVERAGE-NET-ASSETS> 75432228
<PER-SHARE-NAV-BEGIN> 12.16
<PER-SHARE-NII> 00.65
<PER-SHARE-GAIN-APPREC> 01.68
<PER-SHARE-DIVIDEND> 00.62
<PER-SHARE-DISTRIBUTIONS> 00.32
<RETURNS-OF-CAPITAL> 00.00
<PER-SHARE-NAV-END> 13.55
<EXPENSE-RATIO> 01.31
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000722832
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 04
<NAME> SBSF CAPITAL GROWTH FUND
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 34257264
<INVESTMENTS-AT-VALUE> 37442550
<RECEIVABLES> 42307
<ASSETS-OTHER> 18751
<OTHER-ITEMS-ASSETS> 638
<TOTAL-ASSETS> 37504246
<PAYABLE-FOR-SECURITIES> 441250
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 73884
<TOTAL-LIABILITIES> 515134
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 34376926
<SHARES-COMMON-STOCK> 3725117
<SHARES-COMMON-PRIOR> 856895
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (573100)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3185286
<NET-ASSETS> 36989112
<DIVIDEND-INCOME> 126285
<INTEREST-INCOME> 92047
<OTHER-INCOME> 0
<EXPENSES-NET> 471027
<NET-INVESTMENT-INCOME> (252695)
<REALIZED-GAINS-CURRENT> (573100)
<APPREC-INCREASE-CURRENT> 1847585
<NET-CHANGE-FROM-OPS> 1021790
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 257871
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3136929
<NUMBER-OF-SHARES-REDEEMED> 295144
<SHARES-REINVESTED> 26437
<NET-CHANGE-IN-ASSETS> 28562658
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 243484
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 249032
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 473341
<AVERAGE-NET-ASSETS> 33175210
<PER-SHARE-NAV-BEGIN> 9.83
<PER-SHARE-NII> (0.04)
<PER-SHARE-GAIN-APPREC> 0.44
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.30
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.93
<EXPENSE-RATIO> 1.42
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000722832
<NAME> KEY MUTUAL FUNDS
<SERIES>
<NUMBER> 05
<NAME> KEY STOCK INDEX FUND
<S> <C>
<PERIOD-TYPE> 5-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> NOV-30-1996
<INVESTMENTS-AT-COST> 14918121
<INVESTMENTS-AT-VALUE> 15875043
<RECEIVABLES> 46215
<ASSETS-OTHER> 9344
<OTHER-ITEMS-ASSETS> 27591
<TOTAL-ASSETS> 15958193
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 34198
<TOTAL-LIABILITIES> 34198
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14497941
<SHARES-COMMON-STOCK> 1427076
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 69780
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 15857
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1340417
<NET-ASSETS> 15923995
<DIVIDEND-INCOME> 54591
<INTEREST-INCOME> 68168
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 122759
<REALIZED-GAINS-CURRENT> 15857
<APPREC-INCREASE-CURRENT> 1340417
<NET-CHANGE-FROM-OPS> 1479033
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 52979
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1822175
<NUMBER-OF-SHARES-REDEEMED> 400324
<SHARES-REINVESTED> 5225
<NET-CHANGE-IN-ASSETS> 15923995
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3684
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 120370
<AVERAGE-NET-ASSETS> 8788725
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 00.11
<PER-SHARE-GAIN-APPREC> 01.11
<PER-SHARE-DIVIDEND> 00.00
<PER-SHARE-DISTRIBUTIONS> 00.06
<RETURNS-OF-CAPITAL> 00.00
<PER-SHARE-NAV-END> 11.16
<EXPENSE-RATIO> 00.00
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
SBSF FUNDS, INC.
BYLAWS
as Amended and Restated August 14, 1996
ARTICLE I
Stockholders
Section 1. Place of Meeting. All
meetings of the stockholders shall be
held at the principal office of the
Corporation in the State of Maryland or
at such other place within the United
States as may from time to time be
designated by the Board of Directors
and stated in the notice of such meeting.
Section 2. Annual Meetings. The
Corporation is not required to hold an
annual meeting of stockholders in any
year in which the election of directors
is not required to be acted upon by
stockholders under the Investment Company
Act of 1940, as amended (the 1940 Act).
If such action is required to be acted
upon under the 1940 Act, then such
meeting (or the first such meeting in
any year) shall be designated as the
annual meeting of stockholders for that
year. Except as the Articles of
Incorporation or statute provides
otherwise, any business may be considered
at an annual meeting without the
purpose of the meeting having been
specified in the notice. Failure to
hold an annual meeting does not
invalidate the Corporations existence
or affect any otherwise valid corporate
acts.
Section 3. Special Meetings. Special
meetings of the stockholders for any
purpose or purposes may be called by
the Chairman of the Board, the President
or a majority of the Board of Directors,
and shall be called by the Secretary
upon receipt of the request in writing
signed by stockholders holding not less
than 25% of the common stock at the
time issued and entitled to vote thereat.
Such request shall state the purpose
or purposes of the proposed meeting.
The Secretary shall inform such
stockholders of the reasonably estimated
costs of preparing and mailing such
notice of meeting and upon payment to
the Corporation of such costs, the
Secretary shall give notice stating the
purpose or purposes of the meeting as
required in this Article I to all
stockholders entitled to notice of such
meeting. No special meeting need be
called upon the request of the holders
of shares entitled to cast less than a
majority of all votes entitled to be
cast at such meeting to consider any
matter which is substantially the same
as a matter voted upon at any special
meeting of stockholders held during the
preceding twelve months.
Section 4. Notice of Meetings of
Stockholders; Waiver of Notice. Not
less than ten days and not more than
ninety days written or printed notice
of every meeting of stockholders,
stating the time and place thereof
(and the general nature of the business
proposed to be transacted at any
special meeting), shall be given to
each stockholder entitled to vote
thereat by leaving the same with such
stockholder or at said stockholders
residence or usual place of business
or by mailing it, postage prepaid, and
addressed to such stockholder at such
stockholders address as it appears
upon the books of the Corporation. If
mailed, notice shall be deemed to be
given when deposited in the United
States mail addressed to the stockholder
as aforesaid.
No notice of the time, place or purpose
of any meeting of stockholders need be
given to any stockholder who attends
in person or by proxy or to any
stockholder who, in writing executed
and filed with the records of the meeting,
either before or after the holding
thereof, waives such notice. When a
meeting is adjourned to another time
and place, unless after the adjournment
the Board of Directors shall fix a new
record date for any adjourned meeting,
or the adjournment is for more than 120
days after the original record date,
notice of such adjourned meeting need
not be given if the time and place to
which the meeting shall be adjourned is
announced at the meeting at which the
adjournment is taken.
Section 5. Record Dates. The Board of
Directors may fix, in advance, a date
not exceeding ninety days preceding the
date of any meeting of stockholders,
any dividend payment date, any capital
gain distribution date or any date for
the allotment of rights, as a record
date for the determination of the
stockholders entitled to notice of and
to vote at such meeting or entitled to
receive such dividends, capital gain
distribution or rights, as the case may
be; and only stockholders of record on
such date shall be entitled to notice
of and to vote at such meeting or to
receive such dividend, capital gain
distribution or rights, as the case may
be. In the case of a meeting of
stockholders, such date shall not be
less than ten days prior to the date
fixed for such meeting.
Section 6. Quorum; Adjournment of
Meetings. The presence in person or
by proxy of the holders of record of
one-third of the shares of the
Corporation, or the class or the series
thereof, as the case may be, at the
time issued and outstanding and entitled
to vote thereat shall constitute a quorum
at all meetings of the stockholders
except as otherwise provided in the
Articles of Incorporation. If, however,
such quorum shall not be present or
represented by proxy at any meeting of
the stockholders, the holders of a
majority of the stock present in person
or by proxy and entitled to vote
thereat shall have power to adjourn the
meeting from time to time, without
notice other than announcement at the
meeting, until the requisite amount of
stock entitled to vote at such meeting
shall be present. At such adjourned
meeting at which the requisite amount
of stock entitled to vote thereat shall
be present in person or represented by
proxy any business may be transacted
which might have been transacted at the
meeting as originally notified. The
absence from any meeting of holders of
record of the number of shares of the
common stock the Corporation, which may
be required by the laws of the State
of Maryland, the 1940 Act or any other
applicable law, the Articles of
Incorporation, or these Bylaws, for
action upon any given matter shall not
prevent action at such meeting upon any
other matter or matters which may
properly come before the meeting, if
there shall be present thereat, in
person or by proxy, holders of record
of the number of shares of common stock
of the Corporation required for action
in respect of such other matter or
matters.
Section 7. Voting and Inspectors.
Except as otherwise provided by statute
or the Articles of Incorporation, at
all meetings of stockholders, each
stockholder of record entitled to vote
thereat shall have one vote for each
share of common stock standing in his
name on the books of the Corporation
(and each such stockholder of record
holding fractional shares, if any,
shall have proportionate voting rights)
on the date for the determination of
stockholders entitled to vote at such
meeting, either in person or by proxy
appointed by instrument in writing
subscribed by such stockholder or his
duly authorized attorney.
All elections shall be had and all
questions decided by a majority of the
votes cast at a meeting of stockholders
duly called and at which a quorum is
present, except as otherwise provided
by statute or by the Articles of
Incorporation or by these Bylaws.
At any election of Directors, the
Chairman of the meeting may, and upon
the request of the holders of ten
percent (10%) of the stock entitled to
vote at such election shall, appoint
two inspectors of election who shall
first subscribe an oath or affirmation
to execute faithfully the duties of
inspectors of such election with strict
impartiality and according to the best
of their ability, and shall after the
election make a certificate of the
result of the vote taken. No candidate
for the office of Director shall be
appointed such Inspector.
Section 8. Conduct of Stockholders
Meetings. Meetings of stockholders
shall be presided over by the Chairman
of the Board, or if he is not present,
by the President, or if he is not present,
by a Vice-President, or if none of
them is present, by a Chairman to be
elected at the meeting. The Secretary
of the Corporation, if present, shall
act as a Secretary of such meetings,
or if he is not present, an Assistant
Secretary shall so act; if neither the
Secretary nor the Assistant Secretary
is present, then the Chairman of the
meeting shall appoint a Secretary.
Section 9. Concerning Validity of
Proxies, Ballots, etc. At every meeting
of the stockholders, all proxies shall
be received and taken in charge of and
all ballots shall be received and
canvassed by the Secretary of the meeting,
who shall decide all questions touching
the qualification of voters, the
validity of the proxies and the acceptance
or rejection of votes, unless inspectors
of election shall have been appointed
by the Chairman of the meeting, in which
event such inspectors of election shall
decide all such questions.
Section 10. Action by Stockholders Other
than at a Meeting. Any action required
or permitted to be taken at any meeting
of stockholders may be taken without a
meeting, if a consent in writing,
setting forth such action, is signed by
all the stockholders entitled to vote
on the subject matter thereof and any
other stockholders entitled to notice
of a meeting of stockholders (but not
to vote thereat) have waived in writing
any rights which they may have to dissent
from such action, and such consent and
waiver are filed with the records of
the Corporation.
ARTICLE II
Board of Directors
Section 1. General Powers; Number;
Qualifications. The business and
affairs of the Corporation shall be
conducted and managed by a Board of
Directors of not less than three nor
more than twelve Directors, as may be
determined from time to time by vote
of a majority of the Directors then in
office. Directors need not be
stockholders.
Section 2. Vacancies. In case of any
vacancy in the Board of Directors
through death, resignation or other
cause, other than an increase in the
number of Directors, a majority of the
remaining Directors, although a majority
is less than a quorum, by an affirmative
vote, may elect a successor to hold
office until the next annual meeting of
stockholders or until his successor is
chosen and qualifies.
Section 3. Increase or Decrease in
Number of Directors. The Board of
Directors, by the vote of a majority of
the entire Board, may increase the
number of Directors and may elect
Directors to fill the vacancies created
by any such increase in the number of
Directors until the next annual meeting
or until their successors are duly
chosen and qualified. The Board of
Directors, by the vote of a majority of
the entire Board may likewise decrease
the number of Directors to a number not
less than three. No such action of
the Board of Directors may affect the
tenure of office of any Director.
Section 5. Regular Meetings. Regular
meetings of the Board of Directors
shall be held at such time and on such
notice as the Directors may from time
to time determine.
Section 6. Special Meetings. Special
meetings of the Board may be called at
any time by the Chairman of the Board,
the President, the Secretary of the
Corporation, or by a majority of the
Board by vote at a meeting, or in
writing with or without a meeting.
Such special meetings shall be held at
such place or places within or without
the State of Maryland as may be
designated from time to time by the
Board. In the absence of such
designation such meetings shall be held
at such places as may be designated in
the Notice of Meeting.
Section 7. Notice of Meetings. Except
as provided in Section 5, notice of the
place, day, and hour of all meetings
shall be given to each Director two days
(or more) before the meeting, by
delivering the same personally, or by
sending the same by telegraph or
telefacsimile, or by leaving the same
at the Directors residence or usual
place of business, or, in the alternative,
by mailing such notice three days (or
more) before the meeting, postage prepaid,
and addressed to the Director at the
Directors last known business or
residence post office address, according
to the records of the Corporation.
Unless required by the 1940 Act or by
resolution of the Board, no notice of
any meeting of the Board need state
the business to be transacted thereat.
No notice of any meeting of the Board
need be given to any Director who
attends or, to any Director who in
writing executed and filed with the
records of the meeting either before or
after the holding thereof, waives such
notice. Any meeting of the Board,
regular or special, may adjourn from
time to time to reconvene at the same
or some other place, and no notice need
be given of any such adjourned meeting
other than by announcement at the
adjourned meeting.
Section 8. Quorum; Adjournment. One-
third of the Directors then in office
shall constitute a quorum for the
transaction of business, provided that
a quorum shall in no case be less than
two Directors. The act of the majority
of the Directors present at any meeting
at which there is a quorum shall be the
act of the Directors, except as may be
otherwise specifically provided by
statute or by the Articles of
Incorporation or by these Bylaws. If
at any meeting of the Board there shall
be less than a quorum present, a
majority of those present without notice
other than by announcement at the
meeting may adjourn the meeting from
time to time until a quorum shall have
been obtained. At any such adjourned
meeting at which a quorum is present,
any business may be transacted which
might have been transacted at the
meeting as originally noticed.
Section 9. Executive Committee. The
Board of Directors may, by the
affirmative vote of a majority of the
whole Board, appoint from the Directors
an Executive Committee to consist of
such number of Directors (no less than
two) as the Board may from time to time
determine. The Chairman of the
Committee shall be elected by the Board
of Directors. The Board of Directors
by such affirmative vote shall have power
at any time to change the members of
such Committee and may fill vacancies
in the Committee by election from the
Directors. When the Board of Directors
is not in session, to the full extent
permitted by law, the Executive
Committee shall have and may exercise
any or all of the powers of the Board
of Directors in the management of the
business and affairs of the Corporation.
The Executive Committee may fix its
own rules of procedure, and may meet
when and as provided by such rules or
by resolution of the Board of Directors,
but in every case the presence of a
majority shall be necessary to constitute
a quorum. During the absence of a
member of the Executive Committee, the
remaining members may appoint a member
of the Board of Directors to act in his
place.
Section 10. Nominating Committee of
Directors. The Board of Directors may
by the affirmative vote of a majority
of the entire Board appoint from its
members a Director Nominating Committee
composed of two or more Directors.
The Director Nominating Committee shall
recommend to the Board a slate of
persons to be nominated for election as
Directors by the stockholders at each
annual meeting of stockholders and a
person to be elected to fill any vacancy
occurring for any reason in the Board.
Notwithstanding anything in this
Section 10 to the contrary, so long as
the Corporation has in effect one or
more plans pursuant to Rule 12b-1 under
the 1940 Act, the selection and
nomination of those Directors who are
not interested persons (as defined in
the 1940 Act) shall be committed to
the discretion of such disinterested
Directors.
Section 11. Other Committees. The Board
of Directors, by the affirmative vote
of a majority of the whole Board, may
appoint from the Directors other
committees which shall in each case
consist of such number of Directors
(not less than two) and, to the full
extent permitted by law, shall have and
may exercise such powers as the Board
may determine in the resolution
appointing them. A majority of all the
members of any such committee may
determine its action and fix the time
and place of its meetings, unless the
Board of Directors shall otherwise
provide. The Board of Directors shall
have power at any time to change the
members and powers of any such committee,
to fill vacancies and to discharge any
such committee.
Section 12. Telephone Meetings. Members
of the Board of Directors or a
committee of the Board of Directors may
participate in a meeting by means of a
conference telephone or similar
communications equipment if all persons
participating in the meeting can hear
each other at the same time.
Participation in a meeting by these
means constitutes presence in person at
the meeting, unless the 1940 Act
specifically requires the Directors to
act in person, in which case such
term shall be construed consistent with
Securities and Exchange Commission or
staff releases or interpretations.
Section 13. Action Without a Meeting.
Any action required or permitted to be
taken at any meeting of the Board of
Directors or any committee thereof may
be taken without a meeting, if a
written consent to such action is s
igned by all members of the Board or of
such committee, as the case may be,
and such written consent is filed with
the minutes of the proceedings of the
Board or such committee.
Section 14. Compensation and Expenses.
No Director shall receive any stated
salary or fees from the Corporation for
his services as such if such Director
is, other than by reason of being such
Director or serving the Corporation in
the additional capacity of officer, an
interested person (as such term is
defined by the Investment Company Act
of 1940) of the Corporation or any of
its investment adviser(s),
administrator(s) or principal
underwriter. Except as provided in the
preceding sentence, Directors shall be
entitled to receive such compensation
from the Corporation for their services
as such and as members of any Committee
of the Board as may from time to time
to be provided for by resolution of the
Board of Directors. In addition,
notwithstanding anything else contained
in this Section 14, Directors may be
reimbursed for expenses incurred in
connection with their attendance at
meetings or otherwise in performing
their duties as Directors, and nothing
contained in this Section 14 shall
preclude a Director from serving the
Corporation in any other capacity and
receiving compensation therefor.
ARTICLE III
Officers
Section 1. Executive Officers. The
executive officers of the Corporation
shall be chosen by the Board of
Directors as soon as may be practicable
after the annual meeting of the
stockholders. These may include a
Chairman of the Board of Directors
(who shall be a Director) and shall
include a President, one or more Vice
Presidents (the number thereof to be
determined by the Board of Directors),
a Secretary and a Treasurer. The Board
of Directors or the Executive Committee
may also in its discretion appoint
Assistant Secretaries, Assistant
Treasurers and other officers, agents
and employees, who shall have such
authority and perform such duties as
the Board or the Executive Committee
may determine. The Board of Directors
may fill any vacancy which may occur in
any office. Any two offices, except
those of President and Vice-President,
may be held by the same person, but no
officer shall execute, acknowledge or
verify any instrument in more than one
capacity, if such instrument is required
by law or these Bylaws to be executed,
acknowledged or verified by two or more
officers.
Section 2. Term of Office; Removal.
The term of office of any officers shall
continue and until their respective
successors are chosen and qualified.
Any officer may be removed from office
at any time with or without cause by the
vote of a majority of the Board of
Directors.
Section 3. Powers and Duties. The
officers of the Corporation shall have
such powers and duties as generally
pertain to their respective offices, as
well as such powers and duties as may
from time to time be conferred by the
Board of Directors or the Executive
Committee.
ARTICLE IV
Capital Stock
Section 1. Certificates for Shares.
Only as and to the extent provided by
resolution of the Board of Directors,
each stockholder of the Corporation
shall be entitled to a certificate or
certificates for the full shares of stock
of the Corporation owned by him in such
form as the Board may from time to time
prescribe.
Section 2. Transfer of Shares. Shares
of the Corporation shall be transferable
on the books of the Corporation by the
holder thereof in person or by his duly
authorized attorney or legal
representative, upon surrender and
cancellation of certificates, if any,
for the same number of shares, duly
endorsed or accompanied by proper
instruments of assignment and transfer,
with such proof of the authenticity of
the signature as the Corporation or its
agents may reasonably require; in the
case of shares not represented by
certificates, the same or similar
requirements may be imposed by the
Board of Directors.
Section 3. Stock Ledgers. The stock
ledgers of the Corporation, containing
the names and addresses of the
stockholders and the number of shares
held by them respectively, shall be
kept at the principal offices of the
Corporation or, if the Corporation
employs a Transfer Agent, at the offices
of the Transfer Agent of the Corporation.
Such stock ledger may be in written form
or any other form capable of being
converted into written form within a
reasonable time for visual inspection.
The Corporation shall be entitled to
recognize the exclusive right of a
person registered on its books as the
owner of Shares of a particular class
entitled to receive dividends on that
class and to vote as such owner, and
shall not be bound to recognize any
equitable or other claim to or interest
in such Shares on the part of any other
person, whether or not it shall have
received express or other notice thereof,
except as otherwise provided by the
laws of the State of Maryland.
Section 4. Lost, Stolen or Destroyed
Certificates; Surety Bond. The Board
of Directors or the Executive Committee
may determine the conditions upon which
a new certificate of stock of the
Corporation of any class may be issued
in place of a certificate which is
alleged to have been lost, stolen or
destroyed, and may, in its discretion,
require the owner of such certificate
or such owners legal representative to
give bond, with sufficient surety, to
the Corporation and each Transfer Agent,
if any, to indemnify it and each such
Transfer Agent against any and all loss
or claims which may arise by reason of
the issue of a new certificate in the
place of the one so lost, stolen or
destroyed.
Anything herein to the contrary
notwithstanding, the Board of Directors,
in its absolute discretion, may refuse
to issue any such new certificate
except pursuant to legal proceedings
under the laws of the State of Maryland.
Section 5. General Authority of the
Board. The Board of Directors may make
such additional rules and regulations,
not inconsistent with these Bylaws, as
it may deem expedient concerning the
issue, transfer and registration of
certificates for Shares of any or all
classes. It may appoint one or more
Transfer Agents or one or more transfer
clerks and one or more Registrars and
may require all certificates for Shares
or any or all classes to bear the
signature or signatures of any of them.
ARTICLE V
Corporate Seal
The Board of Directors may provide for
a suitable corporate seal, in such form
and bearing such form inscriptions as
it may determine.
ARTICLE VI
Fiscal Year
The fiscal year of the Corporation shall
begin on the first day of December and
shall end on the last day of November
in each year.
ARTICLE VII
Indemnification
The Corporation shall indemnify
directors, officers, employees and
agents of the Corporation against
judgments, fines, settlements and
expenses (including attorneys 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 Securities and Exchange
Commission (the Commission) in its
interpretative 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.
ARTICLE VIII
Amendment of Bylaws
The Bylaws of the Corporation may be
altered, amended, added to or repealed
by the stockholders at any annual
meeting or any special meeting if notice
thereof be included in the notice of
such special meeting, or by majority
vote of the entire Board of Directors;
but any such alteration, amendment,
addition or repeal of the Bylaws by
action of the Board of Directors may be
altered or repealed by stockholders.
Amended and Restated: August 14, 1996
SBSF FUNDS, INC.
ARTICLES SUPPLEMENTARY
SBSF Funds, Inc. (d/b/a Key Mutual
Funds), a Maryland corporation having
its principal office in Maryland at c/o
The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland
21202 (hereinafter called the
Corporation), hereby certifies to the
State Department of Assessments and
Taxation of Maryland that:
FIRST: The Corporation is
registered as an open-end management
investment company under the Investment
Company Act of 1940 (the 1940 Act).
SECOND:Pursuant to authority
expressly vested in the Board of
Directors of the Corporation by Section
2-105(c) of the Corporations and
Associations Article, and pursuant to
Section 2-208.1 of the Corporations and
Associations Article and resolutions
duly adopted at a regular meeting of
the Corporations Board of Directors,
the Board of Directors has authorized
the appropriate Officers of the
Corporation to take such action as is
necessary to increase the number of
authorized shares of common stock of
the Corporation to twenty-five billion
(25,000,000,000), all of which have a
par value of one cent ($.01) per share,
having an aggregate par value of two
hundred fifty million dollars
($250,000,000).
THIRD: Immediately before the
twenty-four billion seven hundred fifty
million (24,750,000,000) increase in
the aggregate number of shares as set
forth in Article SECOND hereto, the
Corporation was authorized to issue two
hundred fifty million (250,000,000)
shares of common stock, all of which
had a par value of one cent ($.01) per
share, having an aggregate par value of
two million five hundred thousand
dollars ($2,500,000).
Of those two hundred fifty million
shares, one hundred seventy five million
(175,000,000) shares were classified
as Shares of SBSF Money Market Fund;
twenty five million (25,000,000) shares
were classified as Shares of SBSF Fund;
twenty five million (25,000,000) shares
were classified as Shares of SBSF
Convertible Securities Fund; and twenty
five million (25,000,000) shares were
classified as Shares of SBSF Capital Growth Fund.
FOURTH:Pursuant to authority
expressly vested in the Board of
Directors of the Corporation by the
Articles of Incorporation, as amended
and supplemented (the Charter) and
Article V thereto, and pursuant to
resolutions duly adopted at a regular
meeting of the Corporations Board of
Directors, the Board of Directors of
the Corporation has duly classified
two billion seven hundred fifty million
(2,750,000,000) shares of the
Corporations authorized but unclassified
and unissued shares of common stock as
shares of SBSF Money Market Fund, and
the shares so classified shall have the
relative rights and preferences
specified for such class of shares of
the Corporations common stock as set
forth in Article V.
FIFTH: Pursuant to authority
expressly vested in the Board of
Directors of the Corporation by the
Charter and Article V thereto, and
pursuant to resolutions duly adopted at
regular meetings of the Corporations
Board of Directors, the Board of
Directors of the Corporation has duly
classified five billion (5,000,000,000)
shares of Corporations authorized but
unclassified and unissued shares of
common stock as follows and has provided
for the issuance of such series: Key
Stock Index Fund, consisting of one
billion (1,000,000,000) shares; Key
International Index Fund, consisting
of one billion (1,000,000,000) shares;
Key Growth Fund, consisting of one
billion (1,000,000,000) shares; Key
Growth and Income Fund, consisting of
one billion (1,000,000,000) shares; and
Key Income Fund, consisting of one
billion (1,000,000,000) shares (the
New Series, individually or
collectively, as the context requires).
SIXTH: Shares of capital stock
of the New Series shall have the
following assets, liabilities,
preferences, conversion and other
rights, voting powers, restrictions,
limitations as to dividends,
qualifications and terms and conditions
of redemption:
(a)All
consideration received by the
Corporation for the issue or sale of
Shares of a New Series, together with
all assets in which such consideration
is invested or reinvested, all income,
earnings, profits and proceeds thereof,
including any proceeds derived from
the sale, exchange or liquidation of
such assets, and any funds or payments
derived from any reinvestment of such
proceeds in whatever form the same may
be, shall irrevocably belong to that
New Series for all purposes, subject
only to the rights of creditors, and
shall be so recorded upon the books of
account of the Corporation. Such
consideration, assets, income, earnings,
profits, and proceeds thereof,
including any proceeds derived from the
sale, exchange or liquidation of such
assets, and any funds or payments derived
from any reinvestment of such proceeds,
in whatever form the same may be, are
herein referred to as assets belonging
to that New Series.
(b) The assets belonging to each
New Series shall be charged with the
liabilities of the Corporation in
respect of each such New Series and all
expenses, costs, charges and reserves
attributable to each such New Series
and with all payments of consideration
made incident to the redemption or
reacquisition of any Shares of each
such New Series. The Board of Directors
shall cause any general liabilities,
expenses, costs, charges or reserves of
the Corporation which are not readily
identifiable as belonging to any
particular New Series to be allocated
and charged to and among all Series in
proportion to their relative asset values.
The liabilities, expenses, costs,
charges and reserves allocated and
charged to a New Series are herein
referred to as liabilities belonging
to that New Series. Each allocation
of liabilities, expenses, costs,
charges and reserves shall be conclusive
and binding upon the holders of all
New Series for all purposes.
(c) Income belonging to a New
Series includes all income, earnings
and profits derived from assets
belonging to that New Series, less any
expenses, costs, charges or reserves
belonging to that New Series, for the
relevant time period, all determined in
accordance with generally accepted
accounting principles.
(d) Dividends and distributions
on Shares of a New Series may be paid
with such frequency as the Board of
Directors may determine, which may be
daily or otherwise pursuant to a
standing resolution or resolutions
adopted only once or with such frequency
as the Board of Directors may determine,
to the holders of Shares of that New
Series, from such of the income and
capital gains, accrued or realized,
from the assets belonging to that New
Series, after providing for actual and
accrued liabilities belonging to that
New Series. Except as hereinafter
provided, all dividends on Shares of a
New Series shall be paid only out of
the income belonging to that Series and
capital gains distributions on Shares
of a New Series shall be paid only out
of the capital gains belonging to that
New Series.
Dividends and distributions may be made
in cash or Shares or a combination
thereof as determined by the Board of
Directors or pursuant to any program
that the Board of Directors may have in
effect at the time for the election by
each Shareholder of the mode of the
making of such dividend or distribution
to that Shareholder. Any such dividend
or distribution paid in Shares will be
paid at the net asset value thereof as
determined in accordance with paragraph
(k) of this Article SIXTH.
(e) In the event of the liquidation
or dissolution of the Corporation, the
Shareholders of each New Series shall
be entitled to receive, as a New Series,
when and as declared by the Board of
Directors, the excess of the assets
belonging to that New Series over the
liabilities belonging to that New Series.
The liquidation of any New Series with
Shares then outstanding may be
authorized by the Board of Directors,
subject to the approval of a majority
of the outstanding voting securities of
that New Series, as defined in the 1940 Act.
(f) On each matter submitted to a
vote of the Shareholders, each holder
of a Share shall be entitled to one vote
for each Share standing in his name on
the books of the Corporation on the
date fixed in accordance with the by-
laws for determination of shareholders
entitled to vote at such meeting,
irrespective of the Series thereof and
all Shares of all Series shall vote as
a single class; provided, however, that
(i) as to any matter with respect to
which a separate vote of any Series is
required by the 1940 Act or would be
required under the Maryland General
Corporation law, such requirements as
to a separate vote by that Series shall
apply in lieu of single class voting
as described above; (ii) in the event
that the separate vote requirements
referred to in (i) above apply with
respect to one or more Series, then,
subject to (iii) below, the Shares of
all other Series shall vote as a single
class; and (iv) as to any matter which
does not affect the interest of a
particular Series, only the holders of
Shares of the one or more affected
Series shall be entitled to vote.
Notwithstanding any provision of the
General Corporation Law of the State of
Maryland requiring a greater portion
than a majority of the votes entitled
to be cast in order to take or authorize
any action, any such action may be
taken or authorized upon the concurrence
of a majority of the aggregate number
of votes entitled to be cast thereon.
(g) Each shareholder of a New Series,
upon request to the Corporation,
accompanied by surrender of any
outstanding certificate or certificates
therefor in proper form for transfer,
shall be entitled to require the
Corporation to redeem all or any part
of the Shares of any New Series standing
in his name on the books of the
Corporation, at the then current net
asset value of the Shares of such New
Series. The method of computing such
current net asset value, and the time
within which the Corporation shall make
payment therefor shall be determined
as hereinafter provided. Notwithstanding
the foregoing, the Corporation may
suspend the right of the shareholders
to require the Corporation to redeem
Shares:
(1) for any period (I)
during which the New York Stock Exchange
is closed other than the customary
weekend and holiday closings, or (ii)
during which trading on the New York
Stock Exchange is restricted;
(2) for any period during
which an emergency, as determined by
the Securities and Exchange Commission
or any successor thereto, exists as a
result of which (i) disposal by it is
not reasonably practicable, or (ii) it
is not reasonably practicable for the
Corporation fairly to determine the
value of its net assets; or
(3) for such other
periods as the Securities and Exchange
Commission or any successor thereto
may by order permit for the protection
of security holders of the Corporation.
(h) The Corporation may at any time
and from time to time, at the sole
discretion of the Board of Directors,
upon not less than 30 days written
notice, redeem at the then current net
asset value of such Shares, all the
Shares of any New Series of any
shareholder the aggregate current net
asset value of whose Shares of that
Series is less than $500.
(i) Payment of the redemption or
repurchase price for Shares of any
New Series redeemed or repurchased by
the Corporation may be made either in
cash or in securities or other assets
at the time owned by the Corporation
and belonging to that New Series or
partly in cash and partly in
securities or other assets at the time
owned by the Corporation and belonging
to that New Series as the Board of
Directors may, in its sole discretion,
determine. In the case of redemption,
the value of any part of such payment
to be made in securities or other
assets of the Corporation shall be the
value employed in determining the
redemption price, and payment of the
redemption price shall be made on or
before the seventh day following the
day on which the Shares are properly
presented for redemption except that
delivery of any securities included
in any such payment shall be made as
promptly as any necessary transfers
on the books of the issuers whose
securities are to be delivered may be
made, and, except as postponement of
the date of payment may be permissible
under the 1940 Act and the rules and
regulations thereunder.
(j) In the case of shares of stock
of the Corporation issued in whole or
in part in exchange for securities,
there may, at the discretion of the
Board of Directors of the Corporation,
be included in the value of such
securities, for the purpose of
determining the number of shares of
capital stock of the Corporation
issuable in exchange therefor, the
amount, if any, of brokerage commissions
(not exceeding an amount equal to the
rates payable in connection with the
purchase of comparable securities on
the New York Stock Exchange) or other
similar costs of acquisition of such
securities held by the holder of said
securities in acquiring the same.
(k) The net asset value per Share
of each New Series shall be determined
in good faith pursuant to the direction
of the Board of Directors in a manner
not inconsistent with the Investment
Company Act of 1940 or any rule,
regulation or order thereunder as of
such specific time or times as the Board
of Directors shall determine.
(l) No holder of any Shares of a New
Series shall be entitled as of right
to subscribe for, purchase, or otherwise
acquire any Shares which the
Corporation proposes to issue for any
rights or options which the Corporation
proposes to grant for the purchase of
Shares or for the purchase of any bonds,
securities, or obligations of the
Corporation which are convertible into
or exchangeable for, or which carry
any rights to subscribe for, purchase,
or otherwise acquire Shares; and any
and all of such Shares, bonds,
securities or obligations of the
Corporation, whether now or hereafter
authorized or created may be issued, or
may be reissued or transferred if the
same have been reacquired and have
treasury status, and any and all of such
rights and options may be granted by
the Board of Directors to such persons,
firms, corporations and associations,
and for such lawful consideration, and
on such terms, as the Board of Directors
in its discretion may determine,
without first offering the same, or any
thereof, to any such holder.
(m) Except as otherwise provided
herein, the preferences, conversion
and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions
of redemption applicable to the
Corporations stock as set forth in the
Corporations Charter, shall apply.
SEVENTH: The Board of Directors
has duly authorized the filing of
these Articles Supplementary.
IN WITNESS WHEREOF, SBSF Funds,
Inc. has caused these presents to be
signed in its name and on its behalf
by its President and witnessed by its
Assistant Secretary on the ___ day of
May, 1996.
WITNESS:
SBSF FUNDS, INC.
________________________
______________________
Scott A. Englehart, Asst. Sec.
Leigh A. Wilson, President
THE UNDERSIGNED, President of SBSF
Funds, Inc., who executed on behalf of
the Corporation the Articles
Supplementary of which this Certificate
is made a part, hereby acknowledges in
the name and on behalf of said
Corporation the foregoing Articles
Supplementary to be the corporate act
of said Corporation and hereby
certifies that the matters and facts
set forth herein with respect to the
authorization and approval thereof are
true in all material respects under
the penalties of perjury.
______________________
Leigh A. Wilson, President
10
26304
INVESTMENT ADVISORY AGREEMENT
between
SBSF FUNDS, INC.
d/b/a Key Mutual Funds
and
KEYCORP MUTUAL FUND ADVISERS, INC.
AGREEMENT made as of the 1st day of
July, 1996, by and between SBSF Funds,
Inc. (d/b/a Key Mutual Funds), a
Maryland corporation which may issue
one or more series of shares of common
stock (the "Company"), and KeyCorp
Mutual Fund Advisers, Inc., an Ohio
corporation (the "Adviser").
WHEREAS, the Company is registered as
an open-end, management investment
company under the Investment Company
Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Company desires to retain
the Adviser to furnish investment
advisory services to the funds listed
on Schedule A (each, a "Fund" and
collectively, the "Funds"), and the
Adviser represents that it is willing
and possesses legal authority to so
furnish such services;
NOW, THEREFORE, in consideration of
the premises and mutual covenants
herein contained, it is agreed between
the parties hereto as follows:
1. Appointment.
(a) General. The Company hereby
appoints the Adviser to act as
investment adviser to the Funds for the
period and on the terms set forth in
this Agreement. The Adviser accepts
such appointment and agrees to furnish
the services herein set forth for the
compensation herein provided.
(b) Employees of Affiliates. The
Adviser may, in its discretion, provide
such services through its own employees
or the employees of one or more
affiliated companies that are qualified
to act as an investment adviser to the
Company under applicable laws and are
under the control of KeyCorp, the
indirect parent of the Adviser;
provided that (i) all persons, when
providing services hereunder, are
functioning as part of an organized
group of persons, and (ii) such
organized group of persons is managed
at all times by authorized officers of
the Adviser.
(c) Sub-Advisers. It is understood
and agreed that the Adviser may from
time to time employ or associate with
such other entities or persons as the
Adviser believes appropriate to assist
in the performance of this Agreement
with respect to a particular Fund or
Funds (each a "Sub-Adviser"), and that
any such Sub-Adviser shall have all of
the rights and powers of the Adviser
set forth in this Agreement; provided
that a Fund shall not pay any additional
compensation for any Sub-Adviser and
the Adviser shall be as fully
responsible to the Company for the acts
and omissions of the Sub-Adviser as it
is for its own acts and omissions; and
provided further that the retention of
any Sub-Adviser shall be approved in
advance by (i) the Board of Directors
of the Company and (ii) the
shareholders of the relevant Fund if
required under any applicable
provisions of the 1940 Act. The
Adviser will review, monitor and report
to the Company's Board of Directors
regarding the performance and
investment procedures of any Sub-
Adviser. In the event that the
services of any Sub-Adviser are
terminated, the Adviser may provide
investment advisory services pursuant
to this Agreement to the Fund without a
Sub-Adviser and without further
shareholder approval, to the extent
consistent with the 1940 Act. A Sub-
Adviser may be an affiliate of the
Adviser.
2. Delivery of Documents. The
Company has delivered to the Adviser
copies of each of the following
documents along with all amendments
thereto through the date hereof, and
will promptly deliver to it all future
amendments and supplements thereto, if
any:
(a) the Company's Articles of
Incorporation;
(b) the By-Laws of the Company;
(c) resolutions of the Board of
Directors of the Company authorizing
the execution and delivery of this
Agreement;
(d) Post-Effective Amendment No. 23
to the Company's Registration Statement
under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940
Act, on Form N-1A as filed with the
Securities and Exchange Commission
(the "Commission");
(e) Notification of Registration
of the Company under the 1940 Act on
Form N-8A as filed with the Commission; and
(f) the currently effective
Prospectuses and Statements of
Additional Information of the Funds.
3. Investment Advisory Services.
(a) Management of the Funds. The
Adviser hereby undertakes to act as
investment adviser to the Funds. The
Adviser shall regularly provide
investment advice to the Funds and
continuously supervise the investment
and reinvestment of cash, securities
and other property comprising the
assets of the Funds and, in furtherance
thereof, shall:
(i) supervise all aspects
of the operations of the Company and
each Fund;
(ii) obtain and evaluate
pertinent economic, statistical and
financial data, as well as other
significant events and developments,
which affect the economy generally,
the Funds' investment programs, and
the issuers of securities included in
the Funds' portfolios and the industries
in which they engage, or which may
relate to securities or other
investments which the Adviser may deem
desirable for inclusion in a Fund's
portfolio, and regularly report thereon
to the Company's Board of Directors;
(iii) determine which issuers
and securities shall be represented in
the portfolio of each Fund;
(iv) furnish a continuous
investment program for each Fund;
(v) in its discretion and
without prior consultation with the
Company, buy, sell, lend and otherwise
trade any stocks, bonds and other
securities and investment instruments
on behalf of each Fund; and
(vi) take, on behalf of each
Fund, all actions the Adviser may deem
necessary in order to carry into
effect such investment program and the
Adviser's functions as provided above,
including the making of appropriate
periodic reports to the Company's Board
of Directors.
(b) Covenants. The Adviser shall
carry out its investment advisory and
supervisory responsibilities in a manner
consistent with the investment
objectives, policies, and restrictions
provided in: (i) each Fund's Prospectus
and Statement of Additional Information
as revised and in effect from time to
time; (ii) the Company's Articles of
Incorporation, By-Laws or other governing
instruments, as amended from time to
time; (iii) the 1940 Act and rules in
force thereunder; (iv) other applicable
laws; and (v) such other investment
policies, procedures and/or limitations
as may be adopted by the Company with
respect to a Fund and provided to the
Adviser in writing. The Adviser agrees
to use reasonable efforts to manage
each Fund so that it will qualify, and
continue to qualify, as a regulated
investment company under Subchapter M
of the Internal Revenue Code of 1986,
as amended, and regulations issued
thereunder (the "Code"), except as may
be authorized to the contrary by the
Board. The management of the Funds by
the Adviser shall at all times be subject
to the review of the Company's Board
of Directors.
(c) Books and Records. Pursuant
to applicable law, the Adviser shall
keep each Fund's books and records
required to be maintained by, or on
behalf of, the Funds with respect to
advisory services rendered hereunder.
The Adviser agrees that all records
which it maintains for a Fund are the
property of the Fund and it will promptly
surrender any of such records to the
Fund upon the Fund's request. The
Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 of
the Commission under the 1940 Act any
such records of the Fund required to be
preserved by Rule 31a-1 of the
Commission under the 1940 Act.
(d) Reports, Evaluations and
Other Services. The Adviser shall
furnish reports, evaluations, information
or analyses to the Company with respect
to the Funds and in connection with the
Adviser's services hereunder as the
Company's Board of Directors may request
from time to time or as the Adviser
may otherwise deem to be desirable.
The Adviser shall make recommendations
to the Company's Board of Directors with
respect to Company policies, and shall
carry out such policies as are adopted
by the Board of Directors. The Adviser
shall, subject to review by the Board
of Directors, furnish such other services
as the Adviser shall from time to time
determine to be necessary or useful to
perform its obligations under this Agreement.
(e) Purchase and Sale of Securities.
The Adviser, at its own expense, shall
place all orders for the purchase and
sale of portfolio securities for each
Fund with brokers or dealers selected
by the Adviser, which may include brokers
or dealers affiliated with the Adviser
to the extent permitted by the 1940 Act
and the Company's policies and
procedures applicable to the Funds. The
Adviser shall use its best efforts to
seek to execute portfolio transactions
at prices which, under the circumstances,
result in total costs or proceeds being
the most favorable to the Funds. In
assessing the best overall terms available
for any transaction, the Adviser shall
consider all factors it deems relevant,
including the breadth of the market in
the security, the price of the security,
the financial condition and execution
capability of the broker or dealer,
research services provided to the Adviser,
and the reasonableness of the commission,
if any, both for the specific transaction
and on a continuing basis. In no event
shall the Adviser be under any duty to
obtain the lowest commission or the best
net price for any Fund on any particular
transaction, nor is the Adviser under
any duty to execute any order in a fashion
either preferential to any Fund relative
to other accounts managed by the Adviser
or otherwise materially adverse to such
other accounts.
(f) Selection of Brokers or Dealers.
In selecting brokers or dealers
qualified to execute a particular
transaction, brokers or dealers may be
selected who also provide brokerage and
research services (as those terms are
defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Adviser,
the Funds and/or the other accounts over
which the Adviser exercises investment
discretion. The Adviser is authorized
to pay a broker or dealer who provides
such brokerage and research services a
commission for executing a portfolio
transaction for a Fund which is in excess
of the amount of commission another
broker or dealer would have charged for
effecting that transaction if the Adviser
determines in good faith that the total
commission is reasonable in relation to
the value of the brokerage and research
services provided by such broker or dealer,
viewed in terms of either that particular
transaction or the overall
responsibilities of the Adviser with
respect to accounts over which it exercises
investment discretion. The Board of
Directors of the Company shall be entitled
to request and receive such information
as it deems relevant to permit it to
monitor or evaluate the reasonableness
of any such excess commissions paid by
the Funds.
(g) Aggregation of Securities
Transactions. In executing portfolio
transactions for a Fund, the Adviser may,
to the extent permitted by applicable
laws and regulations, but shall not be
obligated to, aggregate the securities
to be sold or purchased with those of
other Funds or its other clients if, in
the Adviser's reasonable judgment, such
aggregation (i) will result in an overall
economic benefit to the Fund, taking
into consideration the advantageous
selling or purchase price, brokerage
commission and other expenses, and trading
requirements, and (ii) is not
inconsistent with the policies set forth
in the Company's registration statement
and the Fund's Prospectus and Statement
of Additional Information. In such
event, the Adviser will allocate the
securities so purchased or sold, and the
expenses incurred in the transaction,
in an equitable manner, it considers to
be the most equitable and consistent with
its fiduciary obligations to the Fund
and such other clients.
4. Representations and Warranties.
(a) The Adviser hereby represents
and warrants to the Company as follows:
(i) The Adviser is duly
organized and is in good standing under
the laws of the State of Ohio and is
fully authorized to enter into this
Agreement and carry out its duties and
obligations hereunder.
(ii) The Adviser is registered
as an investment adviser with the
Commission under the Investment Advisers
Act of 1940, as amended (the "Advisers
Act"), and is registered or licensed as
an investment adviser under the laws of
all jurisdictions in which its
activities require it to be so registered
or licensed. The Adviser shall maintain
such registration or license in effect
at all times during the term of this
Agreement.
(iii) The Adviser at all times
shall provide its best judgment and
effort to the Company in carrying out
its obligations hereunder.
(b) The Company hereby represents
and warrants to the Adviser as follows:
(i) The Company has been duly
organized as a corporation under the
laws of the State of Maryland and is
authorized to enter into this Agreement
and carry out its terms.
(ii) The Company is registered
as an investment company with the
Commission under the 1940 Act and shares
of the each Fund are registered for
offer and sale to the public under the
1933 Act and all applicable state
securities laws where currently sold.
Such registrations will be kept in
effect during the term of this Agreement.
5. Compensation. As compensation
for the services which the Adviser is
to provide or cause to be provided
pursuant to Paragraph 3, each Fund shall
pay to the Adviser out of Fund assets
an annual fee, computed and accrued
daily and paid in arrears on the first
business day of every month, at the rate
set forth opposite each Fund's name on
Schedule A, which shall be a percentage
of the average daily net asset value of
the Fund (computed in the manner set
forth in the Fund's most recent Prospectus
and Statement of Additional Information)
determined as of the close of business
on each business day throughout the
month. At the request of the Adviser,
some or all of such fee shall be paid
directly to a Sub-Adviser. The fee for
any partial month under this Agreement
shall be calculated on a proportionate
basis. In the event that the total
expenses of a Fund exceed the limits on
investment company expenses imposed by
any statute or any regulatory authority
of any jurisdiction in which shares of
such Fund are qualified for offer and
sale, the Adviser will bear the amount
of such excess, except: (i) the Adviser
shall not be required to bear such
excess to an extent greater than the
compensation due to the Adviser for the
period for which such expense limitation
is required to be calculated unless such
statute or regulatory authority shall
so require, and (ii) the Adviser shall
not be required to bear the expenses of
the Fund to an extent which would result
in the Fund's or Company's inability to
qualify as a regulated investment company
under the provisions of Subchapter M of
the Code.
6. Interested Persons. It is
understood that, to the extent consistent
with applicable laws, the Directors,
officers and shareholders of the Company
are or may be or become interested in
the Adviser as directors, officers or
otherwise and that directors, officers
and shareholders of the Adviser are or
may be or become similarly interested
in the Company.
7. Expenses. As between the
Adviser and the Funds, the Funds will
pay for all their expenses other than
those expressly stated to be payable by
the Adviser hereunder, which expenses
payable by the Funds shall include,
without limitation, (i) interest and
taxes; (ii) brokerage commissions and
other costs in connection with the
purchase or sale of securities and other
investment instruments, which the parties
acknowledge might be higher than other
brokers would charge when a Fund utilizes
a broker which provides brokerage and
research services to the Adviser as
contemplated under Paragraph 3 above;
(iii) fees and expenses of the Company's
Directors that are not employees of the
Adviser; (iv) legal and audit expenses;
(v) administrator, custodian, pricing
and bookkeeping, registrar and transfer
agent fees and expenses; (vi) fees and
expenses related to the registration
and qualification of the Funds' shares
for distribution under state and federal
securities laws; (vii) expenses of
printing and mailing reports and notices
and proxy material to shareholders, unless
otherwise required; (viii) all other
expenses incidental to holding meetings
of shareholders, including proxy
solicitations therefor, unless otherwise
required; (ix) expenses of typesetting
for printing Prospectuses and Statements
of Additional Information and supplements
thereto; (x) expenses of printing and
mailing Prospectuses and Statements of
Additional Information and supplements
thereto sent to existing shareholders;
(xi) insurance premiums for fidelity
bonds and other coverage to the extent
approved by the Company's Board of
Directors; (xii) association membership
dues authorized by the Company's Board
of Directors; and (xiii) such non-
recurring or extraordinary expenses as
may arise, including those relating to
actions, suits or proceedings to which
the Company is a party (or to which the
Funds' assets are subject) and any legal
obligation which the Company may have
to indemnify the Company's Directors and
officers with respect thereto.
8. Non-Exclusive Services;
Limitation of Adviser's Liability. The
services of the Adviser to the Funds are
not to be deemed exclusive and the
Adviser may render similar services to
others and engage in other activities.
The Adviser and its affiliates may enter
into other agreements with the Funds
and the Company for providing additional
services to the Funds and the Company
which are not covered by this Agreement,
and to receive additional compensation
for such services. In the absence of
willful misfeasance, bad faith, gross
negligence or reckless disregard of
obligations or duties hereunder on the
part of the Adviser, or a breach of
fiduciary duty with respect to receipt
of compensation, neither the Adviser nor
any of its directors, officers,
shareholders, agents, or employees shall
be liable or responsible to the Company,
the Funds or to any shareholder of the
Funds for any error of judgment or
mistake of law or for any act or omission
in the course of, or connected with,
rendering services hereunder or for any
loss suffered by a Fund in connection
with the performance of this Agreement.
9. Effective Date; Modifications;
Termination. This Agreement shall
become effective on the date first set
forth above, provided that it shall have
been approved by a majority of the
outstanding voting securities of each
Fund, in accordance with the requirements
of the 1940 Act, or such later date as
may be agreed by the parties following
such shareholder approval.
(a) This Agreement shall continue
in force until the second anniversary
of its effective date. Thereafter, this
Agreement shall continue in effect as
to each Fund for successive annual
periods, provided such continuance is
specifically approved at least annually
(i) by a vote of the majority of the
Directors who are not parties to this
Agreement or interested persons of any
such party, cast in person at a meeting
called for the purpose of voting on
such approval and (ii) by a vote of the
Board of Directors of the Company or a
majority of the outstanding voting
securities of the Fund.
(b) The modification of any of
the non-material terms of this Agreement
may be approved by a vote of a majority
of those Directors of the Company who
are not interested persons of any party
to this Agreement, cast in person at a
meeting called for the purpose of voting
on such approval.
(c) Notwithstanding the foregoing
provisions of this Paragraph 9, either
party hereto may terminate this Agreement
at any time on sixty (60) days prior
written notice to the other, without
payment of any penalty. Such a
termination by the Company may be
effected severally as to any particular
Fund, and shall be effected as to any
Fund by vote of the Companys Board of
Directors or by vote of a majority of
the outstanding voting securities of the
Fund. This Agreement shall terminate
automatically in the event of its
assignment.
10. Certain Definitions. The
terms vote of a majority of the
outstanding voting securities,
assignment, control, and interested
persons, when used herein, shall have
the respective meanings specified in
the 1940 Act, as now in effect or as
hereafter amended, and subject to such
applicable rules, interpretations and
orders as may be issued by the Commission.
11. Independent Contractor. The
Adviser shall for all purposes herein
be deemed to be an independent
contractor and shall, unless otherwise
expressly provided herein or authorized
by the Board of Directors of the Company
from time to time, have no authority to
act for or represent a Fund in any way
or otherwise be deemed an agent of a Fund.
12. Structure of Agreement. The
Company is entering into this Agreement
on behalf of the underlying Funds listed
on Schedule A attached hereto severally
and not jointly. The responsibilities
and benefits set forth in this Agreement
shall refer to each Fund severally and
not jointly. No Fund shall have any
responsibility for any obligation of any
other Fund arising out of this Agreement.
Without otherwise limiting the
generality of the foregoing:
(a) any breach of any term of
this Agreement regarding the Company
with respect to any one Fund shall not
create a right or obligation with
respect to any other Fund;
(b) under no circumstances shall
the Adviser have the right to set off
claims relating to a Fund by applying
property of any other Fund; and
(c) the business and contractual
relationships created by this Agreement,
consideration for entering into this
Agreement, and the consequences of such
relationship and consideration relate
solely to the Company and the particular
Fund to which such relationship and
consideration applies.
This Agreement is intended to govern
only the relationships between the
Adviser, on the one hand, and the Company
and the Funds, on the other hand, and
(except as specifically provided above
in this paragraph 12) is not intended
to and shall not govern (i) the
relationship between the Company and
any Fund or (ii) the relationships among
the respective Funds.
13. Governing Law. This Agreement
shall be governed by the laws of the
State of Ohio, provided that nothing
herein shall be construed in a manner
inconsistent with the 1940 Act, the
Advisers Act, or rules or orders of the
Commission thereunder.
14. Severability. If any provision
of this Agreement shall be held or made
invalid by a court decision, statute,
rule or otherwise, the remainder of this
Agreement shall not be affected thereby
and, to this extent, the provisions of
this Agreement shall be deemed to be
severable.
IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed by
their respective officers thereunto duly
authorized, and their respective seals
to be hereunto affixed, all as of the
date written above.
SBSF FUNDS, INC. d/b/a KEY MUTUAL FUNDS
By: /s/ Scott A. Engelhart
Name: Scott A. Englehart
Title: Vice President
KEYCORP MUTUAL FUND ADVISERS, INC.
By: /s/ Kathleen A. Dennis
Name: Kathleen A. Dennis
Title: President
Schedule A
Name of Fund
Fee*
1.Key Stock Index Fund
0.10%
2.Key International Index Fund
0.50%
____________________
* As a percentage of average daily
net assets. Note, however, that the
Adviser shall have the right, but not
the obligation, to voluntarily waive
any portion of the advisory fee from
time to time.
January 15, 1997
To the Board of Directors of
Key Mutual Funds (SBSF Funds, Inc.)
In planning and performing our audits
of the financial statements of SBSF
Fund, SBSF Convertible Securities Fund,
SBSF Capital Growth Fund, Key Money
Market Mutual Fund, and Key Stock Index
Fund(constituting Key Mutual Funds
(SBSF Funds, Inc.), hereafter referred
to asthe Fund) for the year ended
November 30, 1996, we considered its
internal control structure, including
procedures for safeguarding securities,
in order to determine our auditing
procedures for the purposes of
expressing our opinion on the financial
statements and to comply with the
requirements of Form N-SAR, and not to
provide assurance on the internal
control structure.
The management of the Fund is
responsible for establishing and
maintaining an internal control
structure. In fulfilling this
responsibility, estimates and judgments
by management are required to assess
the expected benefits and related costs
of internal control structure policies
and procedures. Two of the objectives
of an internal control structure are to
provide management with reasonable, but
not absolute, assurance that assets are
appropriately safeguarded against loss
from unauthorized use or disposition
and that transactions are executed in
accordance with managements
authorization and recorded properly to
permit preparation of financial
statements in conformity with generally
accepted accounting principles.
Because of inherent limitations in any
internal control structure, errors or
irregularities may occur and not be
detected. Also, projection of any
evaluation of the structure to future
periods is subject to the risk that it
may become inadequate because of
changes in conditions or that the
effectiveness of the design and
operation may deteriorate.
Our consideration of the internal
control structure would not necessarily
disclose all matters in the internal
control structure that might be
material weaknesses under standards
established by the American Institute
of Certified Public Accountants. A
material weakness is a condition in
which the design or operation of the
specific internal control structure
elements does not reduce to a
relatively low level the risk that
errors or irregularities in amounts
that would be material in relation to
the financial statements being audited
may occur and not be detected within a
timely period by employees in the
normal course of performing their
assigned functions. However, we noted
no matters involving the internal
control structure, including procedures
for safeguarding securities, that we
consider to be material weaknesses as
defined above as of November 30, 1996.
This report is intended solely for the
information and use of management and
the Securities and Exchange Commission.
PRICE WATERHOUSE LLP
