SESSIONS GROUP, N-30D, 1997-09-05

SESSIONS GROUP
N-30D, 1997-09-05

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<PAGE> 1

KeyPremier Funds
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Dear Shareholder:

We are pleased to present the first annual report for the KeyPremier Funds since
their inception on October 1, 1996. With the aid of a resilient economy, a
buoyant stock market and deft management by Martindale Andres & Company, the
Funds made a very respectable showing in their first fiscal period (through June
30, 1997).

Time and again during the past ten months, the U.S. stock market has climbed to
new and exciting levels, making the most of conditions that have been nearly
ideal for equities, including an unusually long period of low inflation and
rising corporate profits. The KeyPremier Established Growth Fund, which seeks
growth of capital from investments in large, well-established companies, and the
Aggressive Growth Fund, which focuses on smaller companies, both benefited from
this sustained strength in domestic stocks.

Despite periods of short-term volatility, the domestic bond market remained
relatively stable during the period, providing a solid "launching pad" for the
KeyPremier fixed-income funds. The KeyPremier Intermediate Term Income Fund
seeks current income and long-term growth of capital as a secondary objective
for investors. The KeyPremier Pennsylvania Municipal Bond Fund pursues income
free from federal and Pennsylvania State income taxes, as well as the
preservation of capital. The KeyPremier Prime Money Market Fund aims to provide
investors with both current income and stability of principal.

With each passing month, we are increasingly pleased with Martindale Andres &
Company as day-to-day managers of the Funds. This group of 15 professionals,
with more than 200 years of cumulative investment management experience and
assets under management approaching $2 billion, has a long history of managing
assets for high net worth individuals. They have shown themselves equally adept
at managing our Funds to meet their specific objectives.

On the following pages, you will find remarks by Robert Andres, managing
principal of Martindale Andres, about the economic and market factors that
influenced their investment decisions during the past nine months, as well as
his outlook for the near future. Also included is an interview with each Fund's
portfolio manager that should help you understand the particular tactics he or
she uses to pursue growth, income, preservation of capital or some combination
of these. Also provided for each variable Fund is a graphic comparison of its
performance versus an appropriate broad-based benchmark, a comprehensive
schedule of Fund holdings, financial highlights and complete financial
statements. We encourage you to read the entire report closely.

Finally, on behalf of all of us at Keystone Financial and Martindale Andres, I
want to thank you for your investment in the KeyPremier Funds. We look forward
to a long and rewarding relationship.

Sincerely,

/s/ Robert E. Leech
Robert E. Leech
President and CEO
Keystone Asset Management Division

MARTINDALE ANDRES & COMPANY IS A WHOLLY OWNED SUBSIDIARY OF KEYSTONE FINANCIAL,
INC. AND PROVIDES INVESTMENT ADVISORY AND OTHER SERVICES TO THE FUNDS AND
RECEIVES FEES FOR THOSE SERVICES. THIS MATERIAL IS AUTHORIZED FOR DISTRIBUTION
ONLY WHEN PRECEDED OR ACCOMPANIED BY A PROSPECTUS. THE FUNDS ARE DISTRIBUTED BY
BISYS FUND SERVICES. MUTUAL FUNDS ARE NOT FDIC INSURED. THERE IS NO BANK
GUARANTEE, AND THEY MAY LOSE VALUE.

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<PAGE> 2

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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Dear KeyPremier Fund Shareholder:

It is a pleasure to update you on the KeyPremier Funds.

For the twelve months ended June 30, 1997, the Standard & Poor's 500 Index (the
large-equity capitalization benchmark) and the Russell 2000 Index (the
small-equity capitalization benchmark) posted increases of 33.63% and 15.84%,
respectively. However, simply looking at the performance numbers of the indices
does not tell the whole story of the past twelve months. In March and April
1997, investors finally experienced the "correction" many experts were
predicting. During these months, both the S&P 500 and the Russell 2000 declined
more than 9% from their highs. This long-awaited correction was caused by
investors' fear of inflation, the possibility of higher interest rates and a
potential slowdown in corporate earnings. However, by the end of May, investors'
concerns were eased when economic data indicated the U.S. economy's growth was
noninflationary and that corporate America was able to continue growing earnings
at a double-digit pace. These two factors restored investors' confidence in the
equity market, and the stock market resumed its bull-like ascent.

The S&P 500's extraordinary results extended its streak of superior performance
vs. small-cap stocks to over three years. This trend has been sustained by
several factors, including low inflation, above-average earnings growth for
large-capitalization companies, and investors' willingness to pay a premium for
the largest, most liquid blue-chip stocks. As we noted in our December 31, 1996,
semiannual report to shareholders, the strong results have been concentrated in
a select number of the largest companies within the index. For example, the
indexs' five largest stocks recorded a 34% increase, while the S&P 500 Index
gained 20.61% from 12/31/96 to 6/30/97.

Our outlook for the U.S. equity market is best characterized as cautiously
optimistic. From our vantage point, the equity market is poised to maintain its
strong momentum. The U.S. economy is growing at a healthy pace, and we expect
corporate America to maintain double-digit earnings growth. However, our
experience has taught us that the past several years' spectacular returns will
not continue forever. At some point, the market will revert back to a more
normal level. We are not overly concerned about this prospect, however, since
our equity philosophy is not dictated by market timing, but rather focuses on
selecting superior individual companies. This approach served us well during the
March/April 1997 correction. Adhering to our philosophy, we did not exit the
market but stayed focused on our holdings, and our shareholders benefited from
the market's rebound.

Over the past year, interest rates have changed very little on a point-to-point
basis. However, on a monthly basis, they were quite volatile as investors tried
to figure out the Federal Reserve's next move for monetary policy. The
marketplace saw the sharp increase in liquidity driven by higher valuation for
financial assets, namely stocks, and expected the Federal Reserve to respond in
the traditional way by significantly raising short-term interest rates.

In reality, the Federal Reserve Open Market Committee raised interest rates only
once, by 0.25%. The Federal Reserve's unwillingness to respond to strong
domestic demand indicates that they believe the economy can grow moderately
without the threat of inflation, at least for the present time.

For all of 1996, gross domestic product (GDP) grew at a 2.5% rate. However, the
fourth quarter of 1996 and the first quarter of 1997 grew at just short of a 4%
and 6% annual rate, respectively. Data for the second quarter of 1997 is
expected to show a sharp decline in growth to about 2%. In response to the
expected second-quarter slowdown, bonds are now priced for moderate growth,
stable inflation

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<PAGE> 3

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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and unchanged monetary policy. The question now is whether the second-quarter
slowdown was temporary and whether tightening capacity constraints will put
upward pressure on domestic prices. We expect GDP will accelerate somewhat in
the second half, led by consumers who are in a very strong position to drive
above-trend spending. Nevertheless, a big rise in bond yields later this year is
unlikely.

The risk to the low-inflation hypothesis may be the lag between policy
initiatives and resulting changes in reported inflation. Perhaps the low
inflation we have been experiencing is a result of the restrictive policies of
1994. If so, 1998 may see an upturn in inflation as well as interest rates.

We appreciate the opportunity to continue to serve your investment needs.

Sincerely,
/s/ Robert P. Andres
Robert P. Andres
Managing Principal
Martindale Andres & Company, Inc.

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<PAGE> 4

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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PRIME MONEY MARKET FUND

Q. WHAT OCCURRED IN THE SHORT-TERM FIXED-INCOME MARKETS DURING THE PAST SIX AND
TWELVE MONTHS?

A. Overall, interest rates on short-term securities were very stable during the
most recent periods. The yield on three-month Treasury bills stood at 5.08%
on July 1, 1996, and 5.13% at year-end. While there was a fair amount of
short-term or interim fluctuation, the only notable event was the one 0.25%
rise in the Federal funds rate in late March.

At the same time, the differential between yields for 30-day securities and
90-day securities reached very low levels, giving investors little incentive
to assume the additional risk associated with the long-term securities.

Q. WHAT WAS YOUR INVESTMENT STRATEGY IN MANAGING THE PRIME MONEY MARKET FUND?

A. During the latter half of the fiscal year, we believed that there was a
strong likelihood of interest rates rising. Had that occurred, prices of
fixed-income securities would have declined, and the decline would have been
greater for those with longer maturities. In keeping with this view and our
conservative investment philosophy for this Fund, we maintained a very short
duration (a measure of sensitivity to interest rates) in the portfolio. At
the end of the period, the average maturity of securities held by the Fund
was just eight days, although it is not uncommon for money market funds to
have average maturities of 45 to 80 days.

This defensive posture helped to insulate the Fund from potential price
swings while also allowing us to be somewhat opportunistic, extending the
maturity and boosting the yields during short-term rate moves. However, we
might describe this as differences of degree and no more.

Q. WHAT DO YOU ANTICIPATE FOR THE MONEY MARKETS AND THE FUND DURING THE LATTER
HALF OF 1997?

A. As we reported at fiscal midyear, there exists some upward pressures on
interest rates, including the potential for an acceleration in economic
growth and the demand for credit. Also, we look at rates from a global
perspective. Some of the United States' major trading partners--Japan and
various European nations-- are emerging from a period of disinflation. If
this continues, we would not be surprised to see competition heat up and an
increase in inflationary pressures, including the possibility of wage
inflation.

For these reasons, we look to keep the Fund's average maturity and duration
relatively short, which permits us to quickly trade up to higher yielding

securities should rates move upward.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. YIELDS WILL FLUCTUATE, AND THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

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<PAGE> 5

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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PENNSYLVANIA MUNICIPAL BOND FUND

Q. HOW DID THE FUND PERFORM SINCE ITS INCEPTION AS A MUTUAL FUND ON OCTOBER 1,
1996?

A. For the fiscal period ended June 30, 1997, the Fund produced an aggregate
total return of 3.98% without the maximum sales charge. This compares to a
4.69% total return for the Lipper Intermediate Pennsylvania Fund Average, an
unmanaged composite of 12 mutual funds that invest in securities issued by
the State of Pennsylvania and its municipalities.

Q. HOW WOULD YOU CHARACTERIZE THIS FIRST 10 MONTHS OF OPERATIONS FOR THE FUND?

A. Prior to last October, this Fund was managed as a common trust with a
greater emphasis on total return (the combination of appreciation and
current income) than on current income alone. Since the conversion to a
mutual fund, we have worked to place a greater importance on income and
stability of principal. We have repositioned the portfolio for higher
current yields without sacrificing its high credit quality and without
extending its average maturity or duration beyond the intermediate range
stated in the prospectus.

Q. HOW DID YOU GO ABOUT THIS CHANGE IN EMPHASIS?

A. Late in 1996, we emphasized high-coupon, noncallable bonds. In a
declining-rate environment, the noncallable feature produces higher
appreciation, because the issuing entity cannot redeem the bonds as interest
rates fall. However, by early 1997, we believed that interest rates would
rise, not decline, and exchanged these longer term bonds for cash and cash
equivalents. While short-term securities provide lower yields, they are also
less price-sensitive (i.e., subject to depreciation) in a rising-rate
environment.

The Federal Reserve raised its key short-term rate in March. However,
subsequent economic data has suggested that further rate hikes are unlikely,
and we began extending the maturity and duration of the portfolio again in
the second quarter. Additionally, we continue to gradually increase the
portfolio's average coupon rate.

Our goal is to own the highest quality bonds that will perform well in any
interest-rate environment while providing a high level of current income.
Consistent with that goal, the portfolio includes a well-diversified group
of approximately 56 securities and has an average credit quality of AAA.

Q. WHAT IS YOUR OUTLOOK FOR THE MUNICIPAL BOND MARKET?

A. In 1996, municipal securities outperformed taxable fixed-income securities,
and in 1997, their performance has continued to outperform Treasuries in
particular, but by a smaller margin. Two factors will determine performance
for the remainder of the year: demand and interest rates. Municipals provide
competitive returns on an after-tax basis, particularly for investors in
high tax brackets. Washington shows no signs this year of revising
individual income tax rates downward, so we expect demand to remain very
strong.

At the same time, further interest rate hikes of any significant magnitude
are unlikely, given the persistence of the low-inflation, moderate-growth
economic environment. Municipals should continue to trade in a fairly narrow
range, deriving the largest proportion of their total return from coupon
payments rather than from capital appreciation. Our restructuring of the
portfolio to place greater emphasis on current income should serve
shareholders well during the second half of 1997.

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<PAGE> 6

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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THE KEYPREMIER PENNSYLVANIA MUNICIPAL BOND FUND

AGGREGATE RETURNS AS OF JUNE 30, 1997
----------------------------------------------------------------------

<TABLE>
<CAPTION>
NO LOAD LOAD*
- ---------------------------------------------------------
<S> <C> <C>
Quarter ended 6/30/97 1.91% -2.67%
One Year N/A N/A
Life of Fund (Inception 10/1/96) 3.98% -0.69%
</TABLE>

LOGO
*Reflects 4.50% sales charge.

GROWTH OF $10,000 INVESTMENT COMPARISON
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIPPER
LEHMAN INTERMEDIATE
KEYPREMIER BROTHERS 5 PENNSLYVANIA
PENNSLYVANIA YEAR MUNICIPAL
MEASUREMENT PERIOD MUNICIPAL MUNICIPAL FUNDS
(FISCAL YEAR COVERED) BOND FUND BOND INDEX AVERAGE
<S> <C> <C> <C>
10/1/96 9551 10000 10000
12/31/96 9774 10199 10090
03/31/97 9745 10196 10083
06/30/97 9931 10444 10349
</TABLE>

The Lehman Brothers 5-Year Municipal Bond Index is an unmanaged index that is
generally representative of municipal bonds with maturities between four and six
years.

The performance data quoted represents past performance and is not an indication
of future results. The investment return and net asset value will fluctuate, so
that an investor's shares, when redeemed, may be worth more or less than the
original cost.

The total return set forth may reflect the waiver of a portion of the fund's
advisory or administrative fees for certain periods since the inception date. In
such instances, and without waiver of fees, total return would have been lower.
The performance data quoted represents past performance and is not an indication
of future results. The investment return and net asset value will fluctuate, so
that an investor's shares, when redeemed, may be worth more or less than the
original cost.

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<PAGE> 7

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
- --------------------------------------------------------------------------------

ESTABLISHED GROWTH FUND

Q. HOW DID THE ESTABLISHED GROWTH FUND PERFORM DURING THE PAST YEAR?

A. The Fund finished the 12-month period ended June 30, 1997 with a total return
of 27.60%, without the maximum sales charge+. This return includes the
performance of "commingled" accounts from 1/1/95 to 12/1/96, which is further
explained in the footnote (+) on page 9. For the same period, the growth and
income fund average, which is an average of returns of funds with similar
investment objectives, as measured by Lipper Analytical Services, Inc.,
returned 28.09%, while the Standard & Poor's 500, a broad, unmanaged index of
large-company common stocks, rose 33.63%.

Q. WHAT FACTORS HAD THE GREATEST IMPACT ON THE FUND'S PERFORMANCE?

A. The Fund focuses on the stocks of large, established companies with
above-average rates of growth in their earnings. Typically, the market
capitalization of these companies (i.e., the total current market value of
their outstanding shares) is in excess of $5 billion, although we also own
some midsized companies with capitalizations as low as $1 billion.

As in 1995 and 1996, large-cap stocks led the expansion in the stock market
in the first half of 1997. Furthermore, the performance of the S&P 500 was
driven by the largest companies within the index. Specifically, the five
largest stocks increased more than 34%, while the broader index increased
only 20.61% from 12/31/96 through 6/30/97. The Established Growth Fund owned
several of the largest S&P 500 stocks, such as General Electric (3.2% of net
assets) and Coca-Cola (3.4%)* our initial positions in those stocks were not
sizable enough for the Fund to keep pace with the S&P 500.

To a lesser extent, the Fund's performance also was impacted by
higher-than-normal levels of cash. This was the result of two factors: (1)
adherence to our investment philosophy of buying companies at a discount to
their long-term growth rates (such companies were more difficult to identify
in the rapidly rising market) and (2) cash flows that exceeded our
expectations. The stock market's recent volatility has provided us with
opportunities to reduce the Fund's cash level to less than 5%.

Q. WHAT AREAS CONTRIBUTED MOST AND LEAST TO THE FUND'S PERFORMANCE?

A. The portfolio is well diversified among 40 to 60 stocks at any given time,
though we do not attempt to match the sector weighting of its benchmark, the
S&P 500. During the most recent period, we had a larger proportional
investment in financial services stocks and a smaller representation in the
technology sector than the index. As "bottom-up" managers, though, we are
less concerned with such weightings than with the characteristics of the
individual companies we select.

Strong performers during the period included several pharmaceutical holdings,
including Schering-Plough Corp. (3.8% of net assets), Johnson & Johnson Inc.
(1.2%) and American Home Products (1.1%).*

Another strong contributor was Unifi (3.9%)*, the world's largest texturizer
of polyester and nylon products. Unifi has invested heavily in new technology
and now dominates the business of giving synthetic fibers the appearance of
natural materials such as cotton and wool. In the past five years, the
company's annual revenues have risen from $20 million to $2 billion, while
earnings have increased twenty-fold.

The Fund's technology stocks were among its strongest and weakest
contributors. Micron

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<PAGE> 8

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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Technology (1.8% of net assets) and Tandem Computer (1.0%) posted 47% and 37%
gains, respectively, for the first half of 1997, while Silicon Graphics Inc.
(0.6%) and Ikon Office Solutions Inc. (0.7%) proved to be laggards.* However,
both companies were in a transitional period, and we remain confident in
their long-term growth prospects.

Q. WHAT IS YOUR OUTLOOK FOR THE STOCK MARKET AND THE FUND?

A. There is ample evidence that the present low-inflation, slow-growth
environment could continue for some time, giving this bull market more time
to run its course. Yet, we believe that the gap between large-cap valuations
and those of mid- and small-cap stocks must return to more normal rates or
levels. In other words, as long as the market remains healthy, we expect that
the gains in the stocks of large, established companies must ameliorate. Our
view of the market for these stocks is cautious, while our outlook for
individual stocks is more optimistic. At the end of the period, our cash
level was less than 5%; more than 95% of the Fund's assets were invested in
companies that we believe have unique strengths, compelling futures and the
ability to hold their own over the long run.

* The Portfolio's composition is subject to change.

- --------------------------------------------------------------------------------

-8-
<PAGE> 9

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
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THE KEYPREMIER ESTABLISHED GROWTH FUND+

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 1997
-----------------------------------------------------------

<TABLE>
<CAPTION>
NO LOAD LOAD*
- -------------------------------------------------------
<S> <C> <C>
Quarter ended 6/30/97** 13.86% 8.75%
One Year 27.60% 21.96%
Two Years 27.16% 24.23%
Life of Fund 31.05% 28.64%
</TABLE>

LOGO
*Reflects 4.50% sales charge.
**Aggregate return.

GROWTH OF $10,000 INVESTMENT COMPARISON
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
STANDARD &
POOR'S
KEYPREMIER COMPOSITE
MEASUREMENT PERIOD ESTABLISHED INDEX OF
(FISCAL YEAR COVERED) GROWTH FUND 500 STOCK S
<S> <C> <C>
01/01/95 9549 10000
12/31/95 13478 13743
12/31/96 16433 16914
06/30/97 18763 20393
</TABLE>

The S&P 500 Index is an unmanaged index that is generally representative of the
U.S. stock market.

The total return set forth may reflect the waiver of a portion of the Fund's
advisory or administrative fees for certain periods since the inception date. In
such instances, and without waiver of fees, total return would have been lower.
The performance data quoted represents past performance and is not an indication
of future results. The investment return and net asset value will fluctuate, so
that an investor's shares, when redeemed, may be worth more or less than the
original cost.

+ The quoted performance of the KeyPremier Established Growth Fund includes
performance of certain collective trust fund ("Commingled") accounts advised
by Martindale Andres & Company, Inc., for periods dating back to 1/1/95 and
prior to the Established Growth Fund's commencement of operations on 12/2/96,
as adjusted to reflect the expenses associated with the Fund. The Commingled
accounts were not registered with the Securities and Exchange Commission and,
therefore, were not subject to the investment restrictions imposed by law on
registered mutual funds. If the Commingled accounts had been registered, the
Commingled accounts' performance may have been adversely affected. The
performance shown reflects the deduction of fees for value-added services
associated with a mutual fund, such as investment management and accounting
fees. The performance also reflects reinvestment of all dividends and
capital-gains distributions.

- --------------------------------------------------------------------------------

-9-
<PAGE> 10

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
- --------------------------------------------------------------------------------

INTERMEDIATE-TERM INCOME FUND

Q. HOW WOULD YOU DESCRIBE THIS FUND?

A. This Fund owns primarily investment-grade taxable bonds with intermediate
maturities (i.e., three-ten years). It seeks to provide current income and
the potential for modest growth of capital over time. Our historical analysis
of the risks and returns of various fixed-income securities shows that
intermediate-term bonds offer nearly 90% of the return of long-term bonds
(i.e., maturities of 10 years or more) but with significantly less
fluctuation in interest rates.

Q. HOW DO YOU ATTEMPT TO CAPTURE INCOME AND GROWTH IN THE FUND?

A. We build the Fund's portfolio from a wide variety of higher quality
fixed-income securities, changing the mix from time to time to reflect the
relative advantages or attractiveness of various market sectors. For
instance, at the beginning of this calendar year, we felt that corporate
bonds did not pay enough extra yield (compared to Treasury securities) to
compensate investors for the additional risk they entailed. On the other
hand, the yield advantage in mortgage-backed securities was sufficient
incentive to take on some added risk, so we raised our commitment to
mortgage-backed securities.

As the fiscal year ended in June, the mortgage sector looked much weaker, and
we switched a sizable amount from that area to corporate securities. High
demand for corporate bonds had elevated their prices, thereby bringing their
yields closer to those of Treasury securities. However, record levels of new
supply have helped to bring prices down and yields up as the year has
progressed.

In addition to this active management of sectors, we pay close attention to
the direction of interest rates and how sensitive the portfolio is to
interest rates at any given time.

Q. WHAT HAPPENED WITH INTEREST RATES, AND HOW DID IT AFFECT THE FUND?

A. We began 1997 with interest rates trending upward, based on signs of strong
economic growth and fears that inflation might accelerate. Then, in March,
the Federal Reserve raised a key short-term interest rate by 0.25%. Since
rising rates reduce the price of fixed-income securities and have greater
impact on long-term securities, total returns on long-term bonds were
negative during the first three months of this year. Intermediate-term
securities crept up slightly, while short-term instruments outperformed both.

A major change in psychology occurred in the second quarter. The first signs
of weakness in the economy--a fall off in housing and auto sales and a
leveling in employment figures--allayed much of the concern about inflation.
The fixed-income markets rallied at the end of the April and again in late
May as new data confirmed that the slow-growth, low-inflation scenario of the
last few years was likely to continue.

At the time of the rally, the Fund was positioned defensively, with a
duration (i.e., sensitivity to interest rate changes) about 25% below its
benchmark, the Lehman Aggregate Bond Fund Index, an unmanaged index composed
of the following Lehman Brothers indices: the Govt./ Corp. Bond Index, the
Mortgage-Backed Securities Index and the Asset-Backed Securities Index. As a
result, the Fund did not participate as fully in the rally as it might have.
Since May, we have lengthened the duration to approximately 10% above the
benchmark.

- --------------------------------------------------------------------------------

-10-
<PAGE> 11

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
- --------------------------------------------------------------------------------

Q. WHAT IS YOUR OUTLOOK FOR INTEREST RATES AND FIXED-INCOME SECURITIES?

A. Inflation appears to be under control. The economy is doing well. However,
the potential for wage inflation still exists, so we believe that interest
rates have fallen about as far as they can. We don't expect any sudden or
dramatic change in direction from the Federal Reserve, but we have become
slightly more cautious about the near-term prospects. The yields on many
sectors of the bond market are quite close to those of Treasuries, so there
is little advantage or extra value to increasing our holdings of corporate,
mortgage-backed or agency securities at this time. Longer term, we continue
to be fairly positive.

THE KEYPREMIER INTERMEDIATE TERM INCOME FUND

AGGREGATE RETURNS AS OF JUNE 30, 1997
-----------------------------------------------------------

<TABLE>
<CAPTION>
NO LOAD LOAD*
- -------------------------------------------------------
<S> <C> <C>
Quarter ended 6/30/97 2.79% -1.87%
One Year N/A N/A
Life of Fund (Inception 12/2/96) 1.40% -3.16%
</TABLE>

LOGO
*Reflects 4.50% sales charge.

GROWTH OF $10,000 INVESTMENT COMPARISON
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
LIPPER
INTERMEDIATE
KEYPREMIER INVESTMENT
INTERMEDIATE LEHMAN GRADE DEBT
MEASUREMENT PERIOD TERM INCOME AGGREGATE FUNDS
(FISCAL YEAR COVERED) FUND BOND INDEX AVERAGE
<S> <C> <C> <C>
12/02/96 9551 10000 10000
12/31/96 9480 9907 9825
03/31/97 9422 9852 9771
06/30/97 9684 10215 10093
</TABLE>

The Lehman Brothers Aggregate Index is an unmanaged index that is composed of
the following Lehman indices: the L.B. Government/Corporate Index, the L.B.
Mortgage-Backed Securities Index and the Asset-Backed Securities Index.

The Lipper Intermediate Investment Grade Debt Funds Average is an unmanaged
index that is representative of intermediate bond funds.

- --------------------------------------------------------------------------------

-11-
<PAGE> 12

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
- --------------------------------------------------------------------------------

AGGRESSIVE GROWTH FUND

Q. HOW DID THE FUND PERFORM DURING THE PAST YEAR?

A. The Fund posted an annual total return of 15.52% without the maximum sales
charge for the 12-month period ended June 30, 1997+. This return includes
the performance of "commingled" accounts from 7/1/94 to 2/2/97, which is
further explained in the footnote (+) on page 13. Its benchmark, the Russell
2000 Index, an unmanaged index of small-company stocks, gained 15.84% in the
same period.

Q. WHAT WERE THE KEY FACTORS IMPACTING THE FUND'S RESULTS?

A. In general, small-company stocks underperformed the broad stock market
except during the month of May. For instance, the Russell 2000 advanced
10.17% in the first half of the year, compared to a 20.61% gain for the
Standard & Poor's 500 Index of large-company stocks. More specifically, the
Fund's performance was impacted by an overweighting in technology stocks, a
sector that proved quite volatile during the period, and an underexposure to
financial services stocks, one of the best-performing market sectors.

Q. HOW DO YOU SELECT THE STOCKS IN THE PORTFOLIO?

A. As "bottom up," long-term investors, we are more concerned with the
fundamental strengths of the companies chosen than with matching the sector
weightings of any index or benchmark. Our selection criteria stresses
understanding the company's mission, management and unique competitive
positioning. We look for companies emerging as world-class in their own
right, then look to invest at a discount to the company's growth rate, and
for the long run.

Among the companies that best fit our criteria in the recent period was
Genesis Health Ventures Inc. (2.7% of net assets),* a long-term elderly-care
company. We bought the stock early on at a price that was quite low compared
to its projected growth rate because we were impressed with the operating
strategy, which other companies would do well to emulate. As the company has
developed a following among Wall Street analysts, its stock has risen
substantially.

In the technology sector, the Fund benefited from meaningful gains by
Compuware Co. (5.5% of net assets), Thiokol Corp. (2.5%) and Logicon Inc.
(3.5%), of 90%, 57% and 45%, respectively.* Conversely, disappointing
clinical trial results for The Liposome Co. (0.5%)* drove down the stock
price substantially. We have since sold much of our position in the company.

Q. WHAT IS YOUR OUTLOOK FOR THE SMALL-CAP MARKET?

A. Unless wage inflation occurs and derails the present expansion of the stock
market, we think small- and medium-capitalization stocks have the potential
to outperform larger stocks in the next three years. No doubt, they will
fluctuate in the interim, but in the long run we believe the large gap
between the valuations of the biggest and smallest stocks will narrow.

Currently, the extraordinary bull run in large caps has extended traditional
valuation measures considerably. As of June 30, 1997, the largest 25
companies in the S&P 500 were trading at 19.7 times 1997 earnings while
their expected long-term growth is 8%. We believe that large stocks will
pull back from these rich valuations at some point, and that investors
seeking aggressive growth will again turn their attention to smaller stocks,
the sector of the market that has traditionally delivered the highest
long-term total returns.
* The Portfolio's composition is subject to change.

- --------------------------------------------------------------------------------

-12-
<PAGE> 13

MESSAGE FROM THE INVESTMENT ADVISER KeyPremier Funds
- --------------------------------------------------------------------------------

THE KEYPREMIER AGGRESSIVE GROWTH FUND+

AVERAGE ANNUAL RETURNS AS OF JUNE 30, 1997
-----------------------------------------------------------

<TABLE>
<CAPTION>
NO LOAD LOAD*
- -------------------------------------------------------
<S> <C> <C>
Quarter ended 6/30/97** 14.19% 9.08%
One Year 15.52% 10.36%
Two Years 20.57% 17.86%
Life of Fund 20.63% 18.81%
</TABLE>

LOGO
*Reflects 4.50% sales charge.
**Aggregate return.

GROWTH OF $10,000 INVESTMENT COMPARISON
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
KEYPREMIER
MEASUREMENT PERIOD AGGRESSIVE RUSSELL
(FISCAL YEAR COVERED) GROWTH FUND 2000 INDEX
<S> <C> <C>
07/01/94 9554 10000
12/31/94 10164 10494
06/30/95 11539 12007
12/31/95 12897 13479
06/30/96 14517 14875
12/31/96 15417 15702
06/30/97 16780 17304
</TABLE>

The Russell 2000 Index is an unmanaged index that is generally representative of
2,000 small-capitalization stocks in the U.S. stock market.

Small-capitalization funds typically carry additional risks, since smaller
companies generally have a higher risk of failure and by definition, are not as
well established as "blue chip" companies. Historically, smaller companies'
stocks have experienced a greater degree of market volatility than average.

+ The quoted performance of the KeyPremier Aggressive Growth Fund includes
performance of certain collective trust fund ("Commingled") accounts advised
by Martindale Andres & Company, Inc., for periods dating back to 7/1/94 and
prior to the Aggressive Growth Fund's commencement of operations on 2/3/97, as
adjusted to reflect the expenses associated with the Fund. The Commingled
accounts were not registered with the Securities and Exchange Commission and,
therefore, were not subject to the investment restrictions imposed by law on
registered mutual funds. If the Commingled accounts had been registered, the
Commingled accounts' performance may have been adversely affected. The
performance shown reflects the deduction of fees for value-added services
associated with a mutual fund, such as investment management and accounting
fees. The performance also reflects reinvestment of all dividends and
capital-gains distributions.

- --------------------------------------------------------------------------------

-13-
<PAGE> 14

TABLE OF CONTENTS

Statements of Assets and Liabilities
PAGE 15

Statements of Operations
PAGE 16

Statements of Changes in Net Assets
PAGE 17

Schedules of Portfolio Investments
PAGE 18

Notes to Financial Statements
PAGE 26

Financial Highlights
PAGE 32

Independent Auditors' Report
PAGE 33

-14-
<PAGE> 15

THE SESSIONS GROUP
KEYPREMIER FUNDS

STATEMENTS OF ASSETS AND LIABILITIES
JUNE 30, 1997

<TABLE>
<CAPTION>
PRIME PENNSYLVANIA ESTABLISHED INTERMEDIATE AGGRESSIVE
MONEY MARKET MUNICIPAL GROWTH TERM INCOME GROWTH
FUND BOND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at value (cost $96,191,524;
$118,836,308; $111,896,923;
$205,828,614; and $70,402,857,
respectively)......................... $96,191,524 $120,336,065 $191,422,209 $206,506,708 $105,262,604
----------- ------------ ------------ ------------ ------------
Cash.................................... 42,694 -- -- -- --
Interest and dividends receivable....... 45,133 1,931,885 232,429 2,519,582 98,324
Receivable from brokers for investments
sold.................................. -- 3,372,810 -- -- 12,879
Receivable for capital shares issued.... -- 9,548 7,533 2,837 --
Unamortized organization costs.......... 18,659 20,321 25,290 32,856 4,895
Prepaid expenses and other assets....... 567 -- 3,098 7,693 245
----------- ------------ ------------ ------------ ------------
Total Assets.......................... 96,298,577 125,670,629 191,690,559 209,069,676 105,378,947
----------- ------------ ------------ ------------ ------------
LIABILITIES:
Dividends payable....................... 399,942 407,216 479,221 1,113,477 29,005
Payable for capital shares redeemed..... -- -- -- -- 8,413
Payable to brokers for investments
purchased............................. -- 2,000,000 187,475 -- --
Accrued expenses and other payables:
Investment advisory fees.............. 15,665 30,215 62,532 51,334 43,048
Administration fees................... 1,204 1,559 2,412 2,634 1,312
Custodian fees........................ 1,612 1,072 1,367 1,105 329
Accounting fees....................... 645 2,019 4,017 3,970 4,688
Trustees' fees........................ -- 28 3,903 1,716 920
Legal fees............................ 4,645 7,989 7,865 7,389 6,171
Audit fees............................ 7,031 8,416 8,979 11,737 7,409
Printing.............................. 11,978 11,947 10,482 11,467 7,641
Transfer agent fees................... 937 1,196 -- -- 353
Registration and filing fees.......... 3,769 3,591 6,700 4,654 10,306
Other................................. 791 922 1,366 1,311 1,532
----------- ------------ ------------ ------------ ------------
Total Liabilities..................... 448,219 2,476,170 776,319 1,210,794 121,127
----------- ------------ ------------ ------------ ------------
NET ASSETS:
Capital................................. 95,847,274 121,945,921 110,833,331 210,358,664 69,318,302
Undistributed net investment income..... 3,084 256,668 4,340 (57,092) 7,833
Net unrealized appreciation
(depreciation) on investments......... -- 1,499,757 79,525,286 678,094 34,859,747
Accumulated undistributed net realized
gains (losses) on investment
transactions.......................... -- (507,887) 551,283 (3,120,784) 1,071,938
----------- ------------ ------------ ------------ ------------
Net Assets............................ $95,850,358 $123,194,459 $190,914,240 $207,858,882 $105,257,820
=========== ============ ============ ============ ============
Outstanding units of beneficial interest
(shares).............................. 95,850,207 11,974,426 17,152,829 21,269,558 10,280,303
=========== ============ ============ ============ ============
Net asset value -- redemption price per
share................................. $ 1.00 $ 10.29 $ 11.13 $ 9.77 $ 10.24
=========== ============ ============ ============ ============
Maximum Sales Charge.................... -- 4.50% 4.50% 4.50% 4.50%
=========== ============ ============ ============ ============
Maximum Offering Price (100%/(100%-
Maximum Sales Charge) of net asset
value adjusted to nearest cent) per
share................................. $ 1.00 (a) 10.77 $ 11.65 $ 10.23 $ 10.72
=========== ============ ============ ============ ============
</TABLE>

- ---------------

(a) Offering price and redemption price are the same for the Money Market Fund.

See notes to financial statements.

-15-
<PAGE> 16

THE SESSIONS GROUP
KEYPREMIER FUNDS

STATEMENTS OF OPERATIONS
FOR THE PERIOD ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
PRIME PENNSYLVANIA ESTABLISHED INTERMEDIATE AGGRESSIVE
MONEY MARKET MUNICIPAL BOND GROWTH TERM INCOME GROWTH
FUND(A) FUND(A) FUND(A) FUND(A) FUND(A)
------------ -------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Interest income................ $3,806,220 $4,040,237 $ -- $7,412,243 $ --
Dividend income................ -- 50,652 1,795,211 325,799 363,444
---------- ---------- ----------- ---------- ----------
Total Income................. 3,806,220 4,090,889 1,795,211 7,738,042 363,444
---------- ---------- ----------- ---------- ----------
EXPENSES:
Investment advisory fees....... 282,882 506,296 735,635 680,552 385,280
Administration fees............ 81,328 97,040 112,311 129,863 44,692
Custodian fees................. 17,048 4,425 14,130 13,071 8,212
Accounting fees................ 21,776 30,096 31,176 35,604 13,033
Legal fees..................... 17,269 21,690 15,838 16,874 10,048
Audit fees..................... 9,018 10,508 11,061 13,943 7,409
Organization costs............. 4,255 3,682 1,946 2,058 2,070
Trustees' fees and expenses.... 5,331 5,461 8,346 6,823 2,417
Transfer agent fees............ 19,648 21,322 20,282 19,824 11,099
Registration and filing fees... 8,702 5,264 10,273 7,352 13,143
Printing costs................. 22,413 21,721 20,622 20,042 19,397
Other.......................... 3,859 3,439 4,822 5,384 1,571
---------- ---------- ----------- ---------- ----------
Total Expenses................. 493,529 730,944 986,442 951,390 518,371
Less: Expenses voluntarily
reduced................... (236,280) (420,686) (558,942) (529,626) (263,486)
---------- ---------- ----------- ---------- ----------
Net Expenses................... 257,249 310,258 427,500 421,764 254,885
---------- ---------- ----------- ---------- ----------
Net Investment Income.......... 3,548,971 3,780,631 1,367,711 7,316,278 108,559
---------- ---------- ----------- ---------- ----------
REALIZED/UNREALIZED GAINS ON
INVESTMENTS:
Net realized gains (losses) on
investment transactions...... 151 (500,308) 551,283 (3,180,967) 1,071,938
Change in unrealized
appreciation/depreciation on
investments.................. -- 1,013,284 19,134,379 (1,083,860) 2,060,746
---------- ---------- ----------- ---------- ----------
Net realized/unrealized gains
(losses) on investments...... 151 512,976 19,685,662 (4,264,827) 3,132,684
---------- ---------- ----------- ---------- ----------
Change in net assets resulting
from operations.............. $3,549,122 $4,293,607 $21,053,373 $3,051,451 $3,241,243
========== ========== =========== ========== ==========
</TABLE>

- ---------------

(a) Commencement of the Funds began October 7, 1996, October 1, 1996, December
2, 1996, December 2, 1996, and February 3, 1997, respectively.

See notes to financial statements.

-16-
<PAGE> 17

THE SESSIONS GROUP
KEYPREMIER FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
PRIME PENNSYLVANIA ESTABLISHED INTERMEDIATE
MONEY MARKET MUNICIPAL GROWTH TERM AGGRESSIVE
FUND BOND FUND FUND INCOME FUND GROWTH FUND
------------- ------------ ------------ ------------ ------------
FOR THE FOR THE FOR THE FOR THE FOR THE
PERIOD PERIOD PERIOD PERIOD PERIOD
ENDED ENDED ENDED ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1997(A) 1997(A) 1997(A) 1997(A) 1997(A)
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income............. $ 3,548,971 $ 3,780,631 $ 1,367,711 $ 7,316,278 $ 108,559
Net realized gains (losses) on
investments transactions........ 151 (500,308) 551,283 (3,180,967) 1,071,938
Net change in unrealized
appreciation/ depreciation on
investments..................... -- 1,013,284 19,134,379 (1,083,860) 2,060,746
------------- ------------ ------------ ------------ ------------
Net increase (decrease) in net
assets resulting from
operations........................ 3,549,122 4,293,607 21,053,373 3,051,451 3,241,243
------------- ------------ ------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income........ (3,548,971) (3,525,784) (1,367,711) (7,316,278) (108,559)
In excess of net realized gains on
investments..................... -- (7,490) -- -- --
------------- ------------ ------------ ------------ ------------
Change in net assets from
shareholder distributions......... (3,548,971) (3,533,274) (1,367,711) (7,316,278) (108,559)
------------- ------------ ------------ ------------ ------------
CAPITAL TRANSACTIONS:
Proceeds from shares issued....... 277,292,433 138,218,349 184,221,521 233,118,215 107,127,261
Dividends reinvested.............. 97,461 22,466 6,152 47,928 1,009
Cost of shares redeemed........... (181,539,687) (15,806,689) (12,999,095) (21,042,434) (5,003,134)
------------- ------------ ------------ ------------ ------------
Change in net assets from capital
transactions...................... 95,850,207 122,434,126 171,228,578 212,123,709 102,125,136
------------- ------------ ------------ ------------ ------------
Change in net assets................ 95,850,358 123,194,459 190,914,240 207,858,882 105,257,820
NET ASSETS:
Beginning of period............... -- -- -- -- --
------------- ------------ ------------ ------------ ------------
End of period..................... $ 95,850,358 $123,194,459 $190,914,240 $207,858,882 $105,257,820
============= ============ ============ ============ ============

SHARE TRANSACTIONS:
Issued............................ 277,292,433 13,502,154 18,435,219 23,412,762 10,794,978
Reinvested........................ 97,461 2,191 628 4,916 113
Redeemed.......................... (181,539,687) (1,529,919) (1,283,018) (2,148,120) (514,788)
------------- ------------ ------------ ------------ ------------
Change in shares.................... 95,850,207 11,974,426 17,152,829 21,269,558 10,280,303
============= ============ ============ ============ ============
</TABLE>

- ---------------

(a) Commencement of the Funds began October 7, 1996, October 1, 1996, December
2, 1996, December 2, 1996, and February 3, 1997, respectively.

See notes to financial statements.

-17-
<PAGE> 18

THE SESSIONS GROUP
KEYPREMIER PRIME MONEY MARKET FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 1997

<TABLE>
<CAPTION>
PRINCIPAL SECURITY AMORTIZED
AMOUNT DESCRIPTION COST
- ----------- ------------------------------ -------------
<C> <S> <C>
COMMERCIAL PAPER (52.4%):
Automotive (4.7%):
$ 4,500,000 Ford Motor Company, 5.50%,
7/17/97..................... $ 4,489,000
-------------
Beverages (4.2%):
4,000,000 Pepsico, Inc., 5.50%,
7/16/97..................... 3,990,833
-------------
Energy (12.9%):
4,500,000 Consolidated Natural Gas,
5.55%, 7/7/97............... 4,495,838
1,783,000 National Power, 5.60%,
7/9/97...................... 1,780,781
4,500,000 Potomac Electric Power, 5.53%,
7/11/97..................... 4,493,088
1,000,000 Virginia Electric Power
Company, 5.58%, 7/8/97...... 998,915
700,000 West Penn Power, 6.25%,
7/1/97...................... 700,000
-------------
12,468,622
-------------
Entertainment (4.7%):
4,500,000 Walt Disney Company, 6.10%,
7/1/97...................... 4,500,000
-------------
Financial Services (7.8%):
4,500,000 GTE Funding, 5.54%, 7/21/97... 4,486,150
3,000,000 IBM Credit, 5.52%, 7/25/97.... 2,988,960
-------------
7,475,110
-------------
Industrials (4.7%):
4,500,000 Dresser Industries, 5.53%,
7/14/97..................... 4,491,014
-------------

Insurance (4.0%):
3,810,000 Southland, 5.58%, 7/8/97...... 3,805,866
-------------
COMMERCIAL PAPER, CONTINUED:
Machinery & Equipment(4.4%):
4,200,000 WW Grainger, 5.57%, 7/7/97.... $ 4,196,101
-------------
Telecommunications (5.0%):
4,800,000 NYNEX Corporation, 5.52%,
7/2/97...................... 4,799,264
-------------
Total Commercial Paper 50,215,810
-------------
CORPORATE BONDS (4.2%):
Private Placement-Variable (4.2%):
4,000,000 Asset Backed Securities
Investment Trust 1997 C,
5.69%, 6/15/98** (b)........ 4,000,000
-------------
Total Corporate Bonds 4,000,000
-------------
U.S. GOVERNMENT AGENCIES (40.7%):
Federal Agricultural Mortgage Corporation (31.3%):
20,000,000 5.40%, 7/1/97................. 20,000,000
5,000,000 5.44%, 7/14/97................ 4,990,178
5,000,000 5.44%, 7/15/97................ 4,989,422
-------------
29,979,600
-------------
Federal Home Loan Bank (9.4%):
9,000,000 5.34%, 7/3/97................. 8,997,330
-------------
Total U.S. Government Agencies 38,976,930
-------------
OTHER DEMAND INSTRUMENTS (3.1%):
3,000,000 Bank of America Floater,
5.69%, 4/16/98*............. 2,998,784
-------------
Total Other Demand Instruments 2,998,784
-------------
Total (Amortized Cost -- $96,191,524)(a) $96,191,524
=============
</TABLE>

- ---------

Percentages indicated are based on net assets of $95,850,358.

(a) Cost for federal income tax and financial reporting purposes are the same.

(b) Represents a restricted security, purchased under Rule 144A, which is exempt
from registration under the Securities Act of 1933, as amended. This
security is considered illiquid.

* Floating Rate Certificates are securities with interest rates that change
whenever a specific interest rate changes. The interest rate is based on an
index of market interest rates or other index. The rate reflected on the
Schedule of Portfolio Investments is the rate in effect on June 30, 1997.

** Variable Rate Certificates are securities with interest rates that change
periodically and are payable on different dates ranging from daily, weekly,
monthly, quarterly, or semi-annually. The rate reflected on the Schedule of
Portfolio Investments is the rate in effect on June 30, 1997.

See notes to financial statements.

-18-
<PAGE> 19

THE SESSIONS GROUP
KEYPREMIER PENNSYLVANIA MUNICIPAL BOND FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 1997

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL SECURITY MARKET
AMOUNT DESCRIPTION VALUE
- ---------- ----------------------------------------------------------------------------------------- ------------
<C> <S> <C>
MUNICIPAL BONDS (97.4%):
Pennsylvania (91.9%):
$1,330,000 Berks County, Pennsylvania Municipal Authority, 7.10%, 5/15/22, Callable 5/15/04 @ 100... $ 1,514,538
1,000,000 Berks County, Pennsylvania Municipal Authority, Hospital Revenue, 5.00%, 10/1/02......... 1,018,750
1,000,000 Bethel Park, Pennsylvania School District, 5.40%, 8/1/00, Callable 8/1/99 @ 100.......... 1,021,250
1,000,000 Bethlehem, Pennsylvania Area School District, Series A, 6.50%, 9/1/00.................... 1,061,250
2,065,000 Bethlehem, Pennsylvania Water Authority, Series A, 6.30%, 11/15/15, Callable 11/15/02 @
100.................................................................................... 2,235,363
1,000,000 Bucks County, Pennsylvania Water & Sewer Authority, Series B, 6.50%, 12/1/12, Callable
12/1/02 @ 100.......................................................................... 1,092,500
5,000,000 Bucks County, Pennsylvania, 7.00%, 5/1/05................................................ 5,737,499
1,000,000 Bucks County, Pennsylvania, Series A, 6.00%, 3/1/01...................................... 1,051,250
1,900,000 Central Dauphin, Pennsylvania School District, 6.00%, 6/1/01............................. 2,004,500
1,875,000 Chester County, Pennsylvania, 5.60%, 12/15/08, Callable 12/15/03 @ 100................... 1,933,594
3,955,000 Delaware County, Pennsylvania, 6.00%, 11/15/22, Callable 11/15/02 @ 100.................. 4,212,075
9,000,000 Emmaus Pennsylvania General Authority, 4.45%, 12/1/28*................................... 8,999,999
4,000,000 Ephrata Pennsylvania Area School District, Series A, 6.80%, 4/15/11, Callable 4/15/01 @
100.................................................................................... 4,320,000
2,000,000 Geisinger, Pennsylvania Health Systems Authority, Series B, 7.38%, 7/1/02, Callable
7/1/99 @ 102........................................................................... 2,140,000
1,000,000 Hempfield, Pennsylvania School District, Lancaster County, 6.40%, 8/15/05, Callable
8/15/02 @ 100.......................................................................... 1,078,750
500,000 Lycoming County, Pennsylvania Hospital Authority, Series B, 7.40%, 7/1/99................ 530,000
600,000 Montgomery County, Pennsylvania Higher Education & Health Authority Revenue 4.45%,
8/1/21*................................................................................ 600,000
1,030,000 Northampton County, Pennsylvania Higher Education Authority, Lehigh University, 5.50%,
9/1/98................................................................................. 1,048,025
1,000,000 Northampton County, Pennsylvania Higher Education Authority, Lehigh University, 6.00%,
9/1/01................................................................................. 1,050,000
2,155,000 Northampton County, Pennsylvania Higher Education Authority, Lehigh University, 6.90%,
10/15/06, Callable 10/15/01 @ 102...................................................... 2,375,888
2,000,000 Pennsylvania Housing Finance Agency, 5.40%, 1/1/00....................................... 2,040,000
2,000,000 Pennsylvania Infrastructure Investment Authority, 6.00%, 9/1/03.......................... 2,145,000
3,325,000 Pennsylvania Infrastructure Investment Authority, 6.00%, 9/1/05.......................... 3,586,844
4,425,000 Pennsylvania Intergovernmental Cooperation Authority, 7.00%, 6/15/14, Callable 6/15/05 @
100.................................................................................... 5,072,156
2,000,000 Pennsylvania State First Service, 6.00%, 9/15/98......................................... 2,050,000
1,375,000 Pennsylvania State Higher Education Assistance Agency, Series A, 6.80%, 12/1/00.......... 1,462,656
1,000,000 Pennsylvania State Higher Education Facilities Authority, 7.00%, 5/1/02, Callable 5/1/00
@ 100.................................................................................. 1,070,000
375,000 Pennsylvania State Higher Education Facilities Authority, Series A, 6.88%, 7/1/99........ 393,281
2,000,000 Pennsylvania State Higher Education Facilities Authority, Series A, 5.90%, 8/15/00....... 2,090,000
3,925,000 Pennsylvania State Higher Education Facilities Authority, Series A, 5.35%, 1/1/08,
Callable 1/1/06 @ 101.................................................................. 4,008,406
1,750,000 Pennsylvania State Higher Education Facilities Authority, Series D, 7.15%, 6/15/15,
Callable 6/15/00 @ 100................................................................. 1,883,438
2,000,000 Pennsylvania State Higher Education, Duquesne University, Series A, 7.00%, 4/1/10........ 2,155,000
1,500,000 Pennsylvania State Industrial Development Authority, 5.00%, 7/1/00....................... 1,524,375
5,000,000 Pennsylvania State Referendum, 5.25%, 11/15/01........................................... 5,150,000
3,515,000 Pennsylvania State Referendum, 5.38%, 11/15/03........................................... 3,651,206
1,000,000 Pennsylvania State Turnpike, Series J, 6.40%, 12/1/00.................................... 1,062,500
1,000,000 Pennsylvania State Turnpike, Series P, 5.20%, 12/1/00.................................... 1,022,500
1,000,000 Pennsylvania State, Series A, 6.75%, 5/1/98.............................................. 1,023,490
3,500,000 Pennsylvania State, Series A, 6.70%, 1/1/02, Callable 1/1/01 @ 101.5..................... 3,797,500
2,000,000 Philadelphia, Pennsylvania Airport Revenue, Philadelphia Airport System, Series B, 5.00%,
6/15/05................................................................................ 2,000,000
</TABLE>

Continued

-19-
<PAGE> 20

THE SESSIONS GROUP
KEYPREMIER PENNSYLVANIA MUNICIPAL BOND FUND

SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED
JUNE 30, 1997

- ---------

Percentages indicated are based on net assets of $123,194,459.

(a) Represents cost for federal income tax and financial reporting purposes and
differs from value by net unrealized appreciation of securities as follows:

<TABLE>
<S> <C>
Unrealized appreciation.......................... $1,743,029
Unrealized depreciation.......................... 243,272
----------
Net unrealized appreciation...................... $1,499,757
==========
</TABLE>

* Variable Rate Certificates are securities with interest rates that change
periodically and are payable on different dates ranging from daily, weekly,
monthly, or semi-annually. The rate reflected on the Schedule of Portfolio
Investments is the rate in effect on June 30, 1997.

See notes to financial statements.

-20-
<PAGE> 21

THE SESSIONS GROUP
KEYPREMIER ESTABLISHED GROWTH FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 1997

<TABLE>
<CAPTION>
SECURITY MARKET
SHARES DESCRIPTION VALUE
- ---------- ------------------------------ -------------
<C> <S> <C>
COMMON STOCKS (95.9%):
Aerospace/Defense--Equipment (2.1%):
60,000 Textron, Inc.................. $ 3,982,500
-------------
Automotive Parts (3.5%):
34,100 AutoLiv, Inc.................. 1,334,163
24,000 Eaton Corp.................... 2,095,500
90,000 Echlin, Inc................... 3,240,000
-------------
6,669,663
-------------
Banks (3.8%):
72,000 Fleet Financial Group, Inc.... 4,554,000
10,000 Norwest Corp.................. 562,500
62,000 Signet Banking Corp........... 2,232,000
-------------
7,348,500
-------------
Beverages (3.4%):
94,000 Coca-Cola Co.................. 6,556,500
-------------
Chemicals (3.2%):
65,000 Hercules, Inc................. 3,111,875
100,000 Morton International, Inc..... 3,018,750
-------------
6,130,625
-------------
Computer Networks (3.0%):
30,000 Seagate Technology(b)......... 1,055,625
80,000 Silicon Graphics, Inc.(b)..... 1,200,000
40,000 Sun Microsystems, Inc.(b)..... 1,488,750
100,000 Tandem Computers, Inc.(b)..... 2,025,000
-------------
5,769,375
-------------
Computer Software (5.9%):
90,000 Automatic Data Processing,
Inc......................... 4,230,000
115,000 Computer Associates
International, Inc.......... 6,404,063
20,000 Netscape Communications
Corp.(b).................... 641,250
-------------
11,275,313
-------------
Diversified/Conglomerate (3.2%):
94,000 General Electric Co........... 6,145,250
-------------
Electronic Components (1.8%):
85,000 Micron Technology, Inc........ 3,394,688
-------------
Environmental Services (0.4%):
30,000 Republic Industries,
Inc.(b)..................... 727,500
-------------
Financial Services (10.0%):
62,000 Capital One Financial Corp.... 2,340,500
120,000 Federal National Mortgage
Assoc....................... 5,235,000
160,000 Green Tree Financial Corp..... 5,699,999
130,000 Morgan Stanley Dean Witter
Discover & Co............... 5,598,125
-------------
18,873,624
-------------
COMMON STOCKS, CONTINUED:
Food Processing & Packaging (2.6%):
76,000 ConAgra, Inc.................. $ 4,873,500
-------------
Furniture & Furnishings (3.8%):
50,000 Armstrong World Industries,
Inc......................... 3,668,750
75,000 Lancaster Colony Corp......... 3,628,125
-------------
7,296,875
-------------
Heating & Air Conditioning Equipment (1.3%):
45,000 Tecumseh Products Co., Class
B........................... 2,536,875
-------------
Household Products/Wares (3.3%):
45,000 Procter & Gamble Co........... 6,356,250
-------------
Insurance (2.9%):
13,000 Aetna, Inc.................... 1,330,875
80,000 United Health Care Corp....... 4,160,000
-------------
5,490,875
-------------
Medical & Hospital Management Services (0.9%):
50,000 Genesis Health Ventures(b).... 1,687,500
-------------
Medical Instruments (3.6%):
84,000 Medtronic, Inc................ 6,804,000
-------------
Mining (2.9%):
75,000 Potash Corp. of Saskatchewan,
Inc......................... 5,629,688
-------------
Motor Vehicles (1.7%):
100,000 Chrysler Corp................. 3,281,250
-------------
Oil & Gas (4.1%):
74,000 Coastal Corp.................. 3,935,875
55,000 Mobil Corp.................... 3,843,125
-------------
7,779,000
-------------
Pharmaceuticals (6.5%):
28,000 American Home Products
Corp........................ 2,142,000
30,000 Astra AB, Class A............. 570,000
36,000 Johnson & Johnson............. 2,317,500
154,000 Schering-Plough Corp.......... 7,372,749
-------------
12,402,249
-------------
Restaurants (2.1%):
155,000 Wendy's International, Inc.... 4,020,313
-------------
Retail -- Apparel (1.0%):
50,000 Gap, Inc...................... 1,943,750
-------------
Telecommunications (2.5%):
110,000 Loral Space &
Communications(b)........... 1,650,000
40,000 Motorola, Inc................. 3,040,000
-------------
4,690,000
-------------
</TABLE>

Continued

-21-
<PAGE> 22

THE SESSIONS GROUP
KEYPREMIER ESTABLISHED GROWTH FUND

SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED
JUNE 30, 1997

<TABLE>
<CAPTION>
SECURITY MARKET
SHARES DESCRIPTION VALUE
- ---------- ------------------------------ -------------
<C> <S> <C>
COMMON STOCKS, CONTINUED:
Textile (3.9%):
200,000 Unifi, Inc.................... $ 7,475,000
-------------
Tools (2.9%):
110,000 Danaher Corporation........... 5,589,375
-------------
Utilities -- Electric (2.8%):
100,000 Baltimore Gas & Electric
Co.......................... 2,668,750
88,000 Consolidated Edison Co. of New
York........................ 2,590,500
-------------
5,259,250
-------------
Utilities--Gas & Pipeline (4.3%):
75,000 Sonat, Inc.................... 3,843,750
100,000 Williams Cos., Inc............ 4,375,000
-------------
8,218,750
-------------
Utilities--Telecommunications (1.8%):
67,000 Sprint Corp................... 3,525,875
-------------
COMMON STOCKS, CONTINUED:
Wholesale (0.7%):
50,000 Ikon Office Solutions......... $ 1,246,875
-------------
Total Common Stocks 182,980,788
-------------
PREFERRED STOCKS (0.2%):
Insurance (0.2%):
4,419 Aetna Services, Inc........... 414,281
-------------
Total Preferred Stocks 414,281
-------------
INVESTMENT COMPANIES (4.2%):
6,396,669 Federated Government
Obligation Fund............. 6,396,669
1,630,471 Federated Prime Obligation
Fund........................ 1,630,471
-------------
Total Investment Companies 8,027,140
-------------
Total (Cost -- $111,896,923)(a) $191,422,209
=============
</TABLE>

- ---------

Percentages indicated are based on net assets of $190,914,240.

(a) Represents cost for federal income tax and financial reporting purposes and
differs from value by net unrealized appreciation of securities as follows:

<TABLE>
<S> <C>
Unrealized appreciation.......................... $81,517,250
Unrealized depreciation.......................... 1,991,964
-----------
Net unrealized appreciation...................... $79,525,286
===========
</TABLE>

(b) Non-income producing

See notes to financial statements.

-22-
<PAGE> 23

THE SESSIONS GROUP
KEYPREMIER INTERMEDIATE TERM INCOME FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 1997

<TABLE>
<CAPTION>
SHARES
OR
PRINCIPAL SECURITY MARKET
AMOUNT DESCRIPTION VALUE
- ------------ ------------------------------ -------------
<C> <S> <C>
CORPORATE BONDS (34.4%):
Banks (9.5%):
$ 7,500,000 Bank of Montreal, 7.80%,
4/1/07...................... $ 7,818,750
6,000,000 Mercantile Bancorp, 7.30%,
6/15/07..................... 6,000,000
6,000,000 Wachovia, 6.61%, 10/1/25...... 5,880,000
------------
19,698,750
------------
Chemicals (3.0%):
6,000,000 Service Corp. International,
7.70%, 4/15/09.............. 6,165,000
------------
Consumer Goods and Services (2.8%):
6,000,000 Associates Corp., 6.88%,
11/15/08.................... 5,887,500
------------
Financial Services (10.1%):
2,000,000 American Express Global Bond,
6.75%, 6/23/04.............. 1,987,500
6,000,000 Dow Capital, 9.20%, 6/1/10.... 6,990,000
6,000,000 General Motors Acceptance
Corp., 6.63%, 10/1/02....... 5,925,000
6,000,000 Goldman Sachs, 7.25%,
10/1/05(b).................. 6,037,500
------------
20,940,000
------------
Pharmaceuticals (2.8%):
6,000,000 Eli Lilly, 7.13%, 6/1/25...... 5,850,000
------------
Telecommunications (3.0%):
6,000,000 Motorola, 7.50%, 5/15/25...... 6,135,000
------------
Transportation & Shipping (3.2%):
6,000,000 United Parcel Services, 8.38%,
4/1/20...................... 6,742,500
------------
Total Corporate Bonds 71,418,750
------------
U.S. TREASURY OBLIGATIONS (32.4%):
18,000,000 6.88%, 3/31/00................ 18,286,200
11,000,000 7.75%, 2/15/01................ 11,496,540
10,000,000 6.25%, 4/30/01................ 9,968,700
15,000,000 6.50%, 5/15/05................ 14,961,450
13,000,000 6.63%, 2/15/27................ 12,718,420
------------
Total U.S. Treasury Obligations 67,431,310
------------
U.S. GOVERNMENT AGENCIES (21.1%):
Federal Home Loan Mortgage Corporation (8.3%):
$ 5,000,000 6.87%, 3/3/03................. $ 5,050,200
5,000,000 6.80%, 12/1/03................ 5,041,050
7,000,000 8.00%, 6/1/17................. 7,205,450
------------
17,296,700
------------
Federal National Mortgage Association (8.1%):
3,911,622 7.50%, 1/1/27................. 3,920,149
6,052,914 7.50%, 1/1/27................. 6,066,109
6,578,975 9.00%, 5/1/27................. 6,935,884
------------
16,922,142
------------
Government National Mortgage Association (4.7%):
5,035,738 7.00%, 10/15/24, Pool
#780385..................... 4,968,511
4,526,841 8.50%, 7/20/26, Pool #2250.... 4,710,405
------------
9,678,916
------------
Total U.S. Government Agencies 43,897,758
------------
INVESTMENT COMPANIES (7.0%):
8,000,001 Federated Government
Obligation Fund............. 8,000,001
6,607,275 Federated Prime Obligation
Fund........................ 6,607,275
1 Federated Treasury Fund....... 1
------------
Total Investment Companies 14,607,277
------------
ASSET BACKED SECURITIES (4.4%):
$ 4,500,000 IMC Home Equity Loan Trust,
Series 97-1, Class A-3,
6.82%, 10/25/11............. 4,508,010
4,627,314 Toyota Auto Receivables
Grantor Trust, Series
1997-A, 6.45%, 4/15/02...... 4,643,603
------------
Total Asset Backed Securities 9,151,613
------------
Total (Cost -- $205,828,614)(a) $206,506,708
============
</TABLE>

- ---------

Percentages indicated are based on net assets of $207,858,882.

(a) Represents cost for federal income tax and financial reporting purposes and
differs from value by net unrealized appreciation of securities as follows:

<TABLE>
<S> <C>
Unrealized appreciation.......................... $1,252,525
Unrealized depreciation.......................... 574,431
----------
Net unrealized appreciation...................... $ 678,094
==========
</TABLE>

(b) Represents a restricted security, purchased under Rule 144A, which is exempt
from registration under the Securities Act of 1933, as amended. This
security is considered illiquid.

See notes to financial statements.

-23-
<PAGE> 24

THE SESSIONS GROUP
KEYPREMIER AGGRESSIVE GROWTH FUND

SCHEDULE OF PORTFOLIO INVESTMENTS
JUNE 30, 1997

<TABLE>
<CAPTION>
SECURITY MARKET
SHARES DESCRIPTION VALUE
- ------------ ------------------------------ -------------
<C> <S> <C>
COMMON STOCKS (95.0%):
Aerospace/Defense -- Equipment (0.5%):
60,000 Liposome Co., Inc.(b)......... $ 536,250
-------------
Automotive Parts (2.5%):
72,000 Gentex Corp.(b)............... 1,422,000
60,000 Mascotech, Inc................ 1,252,500
-------------
2,674,500
-------------
Banks (2.4%):
66,000 First American Corp. --
Tennessee................... 2,532,750
-------------
Chemicals (5.3%):
128,000 Airgas, Inc.(b)............... 2,536,000
70,000 Lesco, Inc.................... 1,295,000
60,000 Valspar, Corp................. 1,777,500
-------------
5,608,500
-------------
Coal (0.6%):
55,000 Pittston Mineral Group........ 642,813
-------------
Communication -- Equipment (0.3%):
27,000 Transcrypt International(b)... 300,375
-------------
Computer Networks (2.9%):
130,000 Computer Network Tech
Corp.(b).................... 585,000
70,000 Seagate Technology(b)......... 2,463,125
-------------
3,048,125
-------------
Computer Software (9.3%):
71,000 Computer Data Systems, Inc.... 2,076,750
120,000 Compuware Corp.(b)............ 5,729,999
35,000 Dialogic Corp.(b)............. 931,875
150,000 PSC Inc.(b)................... 1,012,500
-------------
9,751,124
-------------
Computers (3.7%):
160,000 Hutchinson Tech(b)............ 3,920,000
-------------
Construction Materials (1.4%):
50,000 Fleetwood Enterprises......... 1,490,625
-------------
Defense (2.5%):
37,000 Thiokol Corp.................. 2,590,000
-------------
Diversified Products (0.5%):
60,000 Quixote Corp.................. 480,000
-------------
Educational Services (3.3%:)
130,000 Devry, Inc.(b)................ 3,510,000
-------------
Electrical Equipment (0.5%):
30,000 C-Cube Microsystems, Inc.(b).. 526,875
-------------
COMMON STOCKS, CONTINUED:
Electronic Instruments (4.2%):
45,000 CFM Technologies, Inc.(b)..... $ 1,473,750
100,000 Credence Systems Corp.(b)..... 2,993,750
-------------
4,467,500
-------------
Financial Services (3.9%):
48,000 Legg Mason, Inc............... 2,583,000
55,000 United Asset Management(b).... 1,557,188
-------------
4,140,188
-------------
Furniture & Furnishings (4.1%):
100,000 Bush Industries, Inc.......... 2,375,000
46,000 Leggett & Platt, Inc.......... 1,978,000
-------------
4,353,000
-------------
Homebuilders -- Mobile Homes (0.6%):
85,000 Winnebago Industries.......... 605,625
-------------
Hotel Management & Related Services (1.8%):
85,000 La Quinta Inns, Inc........... 1,859,375
-------------
Household Products (1.8%):
30,000 Premark International, Inc.... 802,500
30,000 Tupperware Corp............... 1,095,000
-------------
1,897,500
-------------
Insurance (2.6%):
30,000 Arthur J. Gallagher &
Company..................... 1,132,500
30,000 United Health Care Corp....... 1,560,000
-------------
2,692,500
-------------
Machinery & Equipment (0.9%):
100,000 Flow International Corp.(b)... 975,000
-------------
Medical & Hospital Management Services (3.6%):
45,000 Cerner Corp.(b)............... 945,000
85,000 Genesis Health Ventures(b).... 2,868,750
-------------
3,813,750
-------------
Medical Equipment & Supplies (6.2%):
20,000 Arrow International, Inc.,.... 585,000
90,000 Mentor Corp. Minnesota........ 2,666,250
34,000 Respironics, Inc.(b).......... 718,250
50,000 St Jude Medical, Inc.......... 1,950,000
60,000 Syncor International
Corp.(b).................... 630,000
-------------
6,549,500
-------------
Medical-Biotechnology (0.7%):
250,000 Integra Lifesciences
Corp.(b).................... 781,250
-------------
Oil & Gas (4.1%):
50,000 Forest Oil Corp.(b)........... 734,375
70,000 Lomak Petroleum, Inc.......... 1,246,875
50,000 Triton Energy Ltd............. 2,290,625
-------------
4,271,875
-------------
</TABLE>

Continued

-24-
<PAGE> 25

THE SESSIONS GROUP
KEYPREMIER AGGRESSIVE GROWTH FUND

SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED
JUNE 30, 1997

<TABLE>
<CAPTION>
SECURITY MARKET
SHARES DESCRIPTION VALUE
- ------------ ------------------------------ -------------
<C> <S> <C>
COMMON STOCKS, CONTINUED:
Pharmaceuticals (1.0%):
50,000 Interneuron
Pharmaceuticals(b).......... $ 1,006,250
-------------
Retail-General Merchandise (1.2%):
70,000 Fingerhut Companies, Inc...... 1,220,625
-------------
Services (5.4%):
54,000 Devon Group, Inc.(b).......... 1,930,500
70,000 Logicon, Inc.................. 3,710,000
-------------
5,640,500
-------------
Special Industry -- Equipment (3.2%):
100,000 Integrated Circuit
Systems(b).................. 2,268,750
30,000 Lam Research Corp.(b)......... 1,111,875
-------------
3,380,625
-------------
Telecommunication -- Equipment (2.7%):
100,000 Digi International, Inc.(b)... 1,012,500
60,000 ECI Telecommunications........ 1,785,000
-------------
2,797,500
-------------
Telecommunications (1.6%):
70,000 Glenayre Technologies,
Inc.(b)..................... 1,146,250
40,000 Mosaix, Inc.(b)............... 545,000
-------------
1,691,250
-------------
COMMON STOCKS, CONTINUED:
Textile (5.1%):
76,000 Lydall, Inc.(b)............... $ 1,605,500
100,000 Unifi, Inc.................... 3,737,500
-------------
5,343,000
-------------
Utilities -- Electric (1.4%):
60,000 Trigen Energy Corp............ 1,500,000
-------------
Utilities -- Telephone (0.9%):
100,000 Picturetel Corp.(b)........... 950,000
-------------
Wholesale -- Food Products (2.3%):
55,000 Amrion, Inc.(b)............... 1,540,000
30,000 JP Foodservice, Inc.(b)....... 860,625
-------------
2,400,625
-------------
Total Common Stocks 99,949,375
-------------
INVESTMENT COMPANIES (5.0%):
3,539,901 Federated Government
Obligation Fund............. 3,539,901
1,773,328 Federated Prime Obligation
Fund........................ 1,773,328
-------------
Total Investment Companies 5,313,229
-------------
Total (Cost -- $70,402,857)(a) $105,262,604
=============
</TABLE>

- ---------

Percentages indicated are based on net assets of $105,257,820.

(a) Represents cost for federal income tax and financial reporting purposes and
differs from value by net unrealized appreciation of securities as follows:

<TABLE>
<S> <C>
Unrealized appreciation.......................... $41,080,697
Unrealized depreciation.......................... 6,220,950
-----------
Net unrealized appreciation...................... $34,859,747
===========
</TABLE>

(b) Represents non-income producing securities.

See notes to financial statements.

-25-
<PAGE> 26

THE SESSIONS GROUP
KEYPREMIER FUNDS

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997

1. ORGANIZATION:

The Sessions Group (the "Group") was organized on April 25, 1988 as an Ohio
business trust, and is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end management investment company.
The Group is authorized to issue an unlimited number of shares which are
units of beneficial interest, without par value. The Group offers shares of
a number of different series or portfolios, including the following series
for which Martindale Andres & Company, Inc., a wholly owned subsidiary of
Keystone Financial Inc., serves as investment adviser: shares of the
KeyPremier Prime Money Market Fund, KeyPremier Pennsylvania Municipal Bond
Fund, KeyPremier Established Growth Fund, KeyPremier Intermediate Term
Income Fund, and KeyPremier Aggressive Growth Fund (individually, a "Fund"
and collectively, the "Funds").

The investment objective of the Prime Money Market Fund is to seek current
income with liquidity and stability of principal. The investment objectives
of the Pennsylvania Municipal Bond Fund are to seek income which is exempt
from federal income tax and Pennsylvania state income tax, although such
income may be subject to the federal alternative minimum tax when received
by certain shareholders, and preservation of capital. The investment
objective for the Established Growth Fund is growth of capital with some
current income as a secondary objective. The investment objective of the
Intermediate Term Income Fund is current income with long-term growth of
capital as a secondary objective. The investment objective of the
Aggressive Growth Fund is growth of capital.

Shares of the Funds may be sold by the Group's distributor, BISYS Fund
Services Limited Partnership d/b/a BISYS Fund Services (the "Distributor")
and its affiliates, to customers and to all accounts of correspondent banks
of Keystone Financial, Inc. and to the general public.

2. SIGNIFICANT ACCOUNTING POLICIES:

The following is a summary of significant accounting policies followed by
the Group in the preparation of its financial statements. The policies are
in conformity with generally accepted accounting principles. The
preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of income
and expenses for the period. Actual results could differ from those
estimates.

SECURITIES VALUATION:

Investments of the Prime Money Market Fund are valued at amortized cost,
which approximates market value. Under the amortized cost method, discount
or premium is amortized on a constant basis to the maturity of the
security. In addition, the Fund may not a) purchase any instrument with a
remaining maturity greater than 397 calendar days unless such investment is
subject to a demand feature, or b) maintain a dollar-weighted average
portfolio maturity which exceeds 90 days.

Continued

-26-
<PAGE> 27

THE SESSIONS GROUP
KEYPREMIER FUNDS

NOTES TO FINANCIAL STATEMENTS, CONTINUED
JUNE 30, 1997

Investments in common and preferred stocks, corporate bonds, municipal
securities and U.S. Government securities of the Pennsylvania Municipal
Bond Fund, Established Growth Fund, Intermediate Term Income Fund, and the
Aggressive Growth Fund, (collectively, "the variable net asset value
funds"), are valued at their market values determined on the basis of the
latest available bid quotation in the principal market (closing sales
prices if the principal market is an exchange or NASDAQ National Market) in
which such securities are normally traded. The variable net asset value
funds may also use an independent pricing service approved by the Board of
Trustees to value certain other securities. Such prices reflect market
values which may be established through the use of electronic and matrix
techniques. Investments in investment companies are valued at their net
asset values as reported by such companies. Other securities for which
quotations are not readily available are valued at their fair value under
procedures established by the Group's Board of Trustees. The differences
between the cost and market values of investments held by the variable net
asset value funds are reflected as either unrealized appreciation or
depreciation.

SECURITY TRANSACTIONS AND RELATED INCOME:

Security transactions are accounted for on the date the security is
purchased or sold (trade date). Interest income is recognized on the
accrual basis and includes, where applicable, the amortization of premium
or discount. Dividend income is recorded on the ex-dividend date. Gains or
losses realized on sales of securities are determined by comparing the
identified cost of the security lot sold with the net sales proceeds.

REPURCHASE AGREEMENTS:

The Funds may acquire repurchase agreements from financial institutions
such as banks and broker dealers which Martindale Andres & Company, Inc.
deems creditworthy under guidelines approved by the Board of Trustees,
subject to the seller's agreement to repurchase such securities at a
mutually agreed-upon date and price. The repurchase price generally equals
the price paid by each Fund plus interest negotiated on the basis of
current short-term rates, which may be more or less than the rate on the
underlying portfolio securities. The seller, under a repurchase agreement,
is required to maintain the value of collateral held pursuant to the
agreement at not less than the repurchase price (including accrued
interest). Securities subject to repurchase agreements are held by the
Funds' custodian or another qualified custodian or in the Federal
Reserve/Treasury book-entry system.

REVERSE REPURCHASE AGREEMENTS:

The Funds may borrow for temporary purposes by entering into reverse
repurchase agreements. Pursuant to such agreements, a Fund would sell
portfolio securities to financial institutions such as banks and
broker-dealers, and agree to repurchase them at a mutually agreed-upon date
and price. At the time a Fund enters into a reverse repurchase agreement,
it places in a segregated custodial account assets having a value equal to
the repurchase price (including accrued interest), and will continually
monitor the

Continued

-27-
<PAGE> 28

THE SESSIONS GROUP
KEYPREMIER FUNDS

NOTES TO FINANCIAL STATEMENTS, CONTINUED
JUNE 30, 1997

account to ensure such equivalent value is maintained at all times. The
Funds had no significant holdings in reverse repurchase agreements during
the periods ended June 30, 1997.

DIVIDENDS TO SHAREHOLDERS:

Dividends from net investment income are declared daily and paid monthly
and distributable net realized capital gains, if any, are declared and
distributed at least annually for the Prime Money Market Fund. Dividends
from net investment income are declared and paid monthly and distributable
net realized capital gains, if any, are declared and distributed annually
for the Pennsylvania Municipal Bond and Intermediate Term Income Funds.
Dividends from net investment income are declared and paid quarterly and
distributable net realized capital gains, if any, are declared and
distributed annually for the Established Growth and Aggressive Growth
Funds.

Dividends from net investment income and net realized capital gains are
determined in accordance with income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily
due to differing treatments for net operating losses, expiring capital loss
carry forwards, and deferral of certain losses.

FEDERAL INCOME TAXES:

It is the policy of each of the Funds to qualify or continue to qualify as
a regulated investment company by complying with the provisions available
to certain investment companies, as defined in applicable sections of the
Internal Revenue Code, and to make distributions of net investment income
and net realized capital gains sufficient to relieve it from all, or
substantially all, Federal income taxes.

ORGANIZATION COSTS:

All expenses in connection with each Fund's organization and registration
under the 1940 Act and the Securities Act of 1933 were paid by the Fund.
Such expenses are amortized over a period of five years commencing with the
date of the initial public offering.

3. PURCHASES AND SALES OF SECURITIES:

Purchases and sales of portfolio securities (excluding short-term
securities) for the variable net asset value funds for the period ended
June 30, 1997, are as follows (commencement of operations of such funds was
October 1, 1996, December 2, 1996, December 2, 1996, and February 3, 1997,
respectively):

<TABLE>
<CAPTION>
PURCHASES SALES
------------ ------------
<S> <C> <C>
Pennsylvania Municipal Bond Fund............................. $115,550,685 $101,834,935
Established Growth Fund...................................... $ 11,590,972 $ 2,016,892
Intermediate Term Income Fund................................ $776,906,116 $582,925,224
Aggressive Growth Fund....................................... $ 6,375,297 $ 1,960,691
</TABLE>

Continued

-28-
<PAGE> 29

THE SESSIONS GROUP
KEYPREMIER FUNDS

NOTES TO FINANCIAL STATEMENTS, CONTINUED
JUNE 30, 1997

4. RELATED PARTY TRANSACTIONS:

Investment advisory services are provided to the Funds by Martindale Andres
& Company, Inc. Under the terms of the investment advisory agreement,
Martindale Andres & Company, Inc. is entitled to receive fees based on a
percentage of the average net assets of each Fund. Martindale Andres &
Company, Inc. has agreed that if the aggregate expenses of the Funds, as
defined, for any fiscal year exceed limitations of any state having
jurisdiction over the Funds, Martindale Andres & Company, Inc. will refund
to the Funds, or otherwise bear, such excess. Such limitation did not
affect the calculation of the investment advisory fees during the period
ended June 30, 1997.

BISYS Fund Services Limited Partnership d/b/a BISYS Fund Services
("BISYS"), an Ohio limited partnership, and BISYS Fund Services Inc.
("BISYS Services") are subsidiaries of The BISYS Group, Inc.

BISYS, with whom certain officers and trustees of the Group are affiliated,
serves the Funds as administrator and distributor. Such officers and
trustees are paid no fees directly by the Funds for serving as officers and
trustees of the Group. Under the terms of the administration agreement,
BISYS's fees are computed daily as a percentage of the average net assets
of each Fund. BISYS Services serves the Funds as transfer agent and mutual
fund accountant.

The Group has adopted an Administrative Services Plan, pursuant to which
each Fund is authorized to pay compensation to banks and other financial
institutions, which may include Martindale Andres & Company, Inc., Keystone
Financial, Inc., and its correspondent and affiliated banks and BISYS, for
providing ministerial, recordkeeping and/or administrative support services
to their customers who are the beneficial or record owners of a Fund. The
compensation which may be paid under the Administrative Services Plan is a
fee computed daily at an annual rate of up to 0.25% of the average daily
net asset value of a Fund. The Group has not implemented such a plan as of
June 30, 1997.

BISYS is also entitled to receive commissions on sales of shares of the
variable net asset value funds. For the year ended June 30, 1997, BISYS
received $17,553 from commissions earned on sales of shares of the variable
net asset value funds, of which $1,943 was allowed to affiliated
broker/dealers with Martindale Andres & Company.

Fees may be voluntarily reduced to assist the Funds in maintaining more
competitive expense ratios.

Continued

-29-
<PAGE> 30

THE SESSIONS GROUP
KEYPREMIER FUNDS

NOTES TO FINANCIAL STATEMENTS, CONTINUED
JUNE 30, 1997

Information regarding these transactions is as follows for the year ended
June 30, 1997:

<TABLE>
<CAPTION>
PRIME PENNSYLVANIA INTERMEDIATE
MONEY MUNICIPAL ESTABLISHED TERM AGGRESSIVE
MARKET BOND GROWTH INCOME GROWTH
FUND FUND FUND FUND FUND
-------- ------------ ----------- ------------ ---------
<S> <C> <C> <C> <C> <C>
INVESTMENT ADVISORY FEES:
Annual fee before voluntary fee
reductions (percentage of average net
assets)............................... .40% .60% .75% .60% 1.00%
Voluntary fee reductions................ $236,280 $420,686 $ 558,942 $529,626 $ 263,486
ADMINISTRATION FEES:
Annual fee before voluntary fee
reductions (percentage of average net
assets)............................... .115% .115% .115% .115% .115%
FUND ACCOUNTANT FEES.................... $ 21,776 $ 30,096 $ 31,176 $ 35,604 $ 13,033
TRANSFER AGENT FEES..................... $ 19,648 $ 21,322 $ 20,282 $ 19,824 $ 11,099
</TABLE>

5. FEDERAL INCOME TAXES:

Under current tax law, capital losses realized after October 31 may be
deferred and treated as occurring on the first day of the following fiscal
year. The Pennsylvania Municipal Bond Fund and Intermediate Term Income
Fund, had deferred losses of $507,887 and $3,155,784 respectively, which
will be treated as arising on the first day of the fiscal year ending June
30, 1998.

During the period ended June 30, 1997, the following Fund declared
long-term capital gain distributions in the following amounts:

<TABLE>
<S> <C>
FUND AMOUNT
---- ------
Pennsylvania Municipal Bond Fund $7,579
</TABLE>

6. EXEMPT INTEREST INCOME DESIGNATIONS (UNAUDITED):

For the taxable period ended June 30, 1997, 100% of income dividends paid
by the Established Growth Fund and 100% of income dividends paid by the
Aggressive Growth Fund qualify for the dividends received deduction
available to corporations.

Continued

-30-
<PAGE> 31

THE SESSIONS GROUP
KEYPREMIER FUNDS

NOTES TO FINANCIAL STATEMENTS, CONTINUED
JUNE 30, 1997

7. CONVERSION OF COMMON/COLLECTIVE TRUST FUNDS:

On September 30, 1996, November 30, 1996, November 30, 1996, and February
3, 1997 respectively, the Pennsylvania Municipal Bond, Established Growth,
Intermediate Term Income, and Aggressive Growth Funds converted all of the
net assets of various common and collective trust funds of Keystone
Financial, Inc. The following is a summary of shares issued, net assets
converted, net asset value per share, and unrealized appreciation as of the
dates of conversion:

<TABLE>
<CAPTION>
PENNSYLVANIA INTERMEDIATE
MUNICIPAL ESTABLISHED TERM AGGRESSIVE
BOND GROWTH INCOME GROWTH
FUND FUND FUND FUND
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Shares............................. 10,288,691 16,173,916 18,918,934 9,409,050
Net Assets......................... $105,086,408 $161,793,160 $189,189,347 $94,090,501
Net Asset Value.................... $ 10.21 $ 10.00 $ 10.00 $ 10.00
Unrealized Appreciation............ $ 486,473 $ 60,390,907 $ 1,761,954 $32,799,001
</TABLE>

Continued

-31-
<PAGE> 32

THE SESSIONS GROUP
KEYPREMIER FUNDS

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
PRIME PENNSYLVANIA INTERMEDIATE
MONEY MARKET MUNICIPAL ESTABLISHED TERM AGGRESSIVE
FUND BOND FUND GROWTH FUND INCOME FUND GROWTH FUND
---------------- ---------------- ---------------- ---------------- ----------------
FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD FOR THE PERIOD
ENDING ENDING ENDING ENDING ENDING
JUNE 30, 1997(A) JUNE 30, 1997(A) JUNE 30, 1997(A) JUNE 30, 1997(A) JUNE 30, 1997(A)
---------------- ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period............... $ 1.00 $ 10.21 $ 10.00 $ 10.00 $ 10.00
------- -------- -------- -------- --------
Investment Activities
Net investment income... 0.037 0.34 0.08 0.36 0.01
Net realized and
unrealized gains
(losses) on
investments........... -- 0.06 1.13 (0.23) 0.24
------- -------- -------- -------- --------
Total from Investment
Activities.......... 0.037 0.40 1.21 0.13 0.25
------- -------- -------- -------- --------
Distributions
Net investment income... (0.037) (0.32) (0.08) (0.36) (0.01)
------- -------- -------- -------- --------
Total Distributions... (0.037) (0.32) (0.08) (0.36) (0.01)
------- -------- -------- -------- --------
Net Asset Value, End of
Period.................. $ 1.00 $ 10.29 $ 11.13 $ 9.77 $ 10.24
------- -------- -------- -------- --------
Total Return (excludes
sales charge)........... 3.73%(b) 3.98%(b) 12.20%(b) 1.40%(b) 2.52%(b)
Ratios/Supplemental Data:
Net Assets, at end of
period (000)............ $ 95,850 $123,194 $190,914 $207,859 $105,258
Ratio of expenses to
average net assets...... 0.36%(c) 0.37%(c) 0.44%(c) 0.37%(c) 0.66%(c)
Ratio of net investment
income to average net
assets.................. 5.02%(c) 4.46%(c) 1.39%(c) 6.45%(c) 0.28%(c)
Ratio of expenses to
average net assets*..... 0.70%(c) 0.86%(c) 1.01%(c) 0.84%(c) 1.35%(c)
Ratio of net investment
income to average net
assets*................. 4.68%(c) 3.97%(c) 0.82%(c) 5.98%(c) (0.41%)(c)
Portfolio Turnover........ -- 98% 1% 329% 2%
Average Broker Commission
Paid.................... -- -- $ 0.0748(d) -- $ 0.0708(d)
</TABLE>

- ---------------

<TABLE>
<S> <C>
* During the period certain fees were voluntarily reduced. If such voluntary fee reductions had not occurred, the ratios
would have been as indicated.
(a) Commencement of the Funds began October 7, 1996, October 1, 1996, December 2, 1996, December 2, 1996, and February 3, 1997,
respectively.
(b) Not Annualized
(c) Annualized
(d) Represents the total dollar amount of commissions paid on portfolio transactions divided by total number of shares
purchased and sold by the Fund for which commissions were charged.
</TABLE>

See notes to financial statements.

-32-
<PAGE> 33

INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

The Shareholders and Board of Trustees
The Sessions Group --
KeyPremier Funds:

We have audited the accompanying statements of assets and liabilities of The
Sessions Group -- KeyPremier Funds (comprised of the KeyPremier Prime Money
Market Fund, KeyPremier Pennsylvania Municipal Bond Fund, KeyPremier Established
Growth Fund, KeyPremier Intermediate Term Income Fund, and KeyPremier Aggressive
Growth Fund, collectively the Funds), including the schedules of portfolio
investments as of June 30, 1997, and the related statements of operations,
statements of changes in net assets and the financial highlights for each of the
periods indicated herein. These financial statements and the financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included verification of securities owned as of June
30, 1997 by confirmation with the custodian and other appropriate audit
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the aforementioned funds comprising The Sessions Group -- KeyPremier Funds at
June 30, 1997, the results of their operations, the changes in their net assets
and the financial highlights for each of the periods indicated herein, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

Columbus, Ohio
August 22, 1997

-33-
<PAGE> 34

[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 35
NEW SOLUTIONS

ANNUAL REPORT
June 30, 1997

KeyPremier Funds(SM)

Investment Adviser
Martindale Andres & Company, Inc.
Four Falls Corporate Center, Suite 200
West Conshohocken, PA 19428

DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, OH 43219

For Additional Information Call:
1-800-766-3960