KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND
485B24E, 1995-09-29
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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995.
                                                               File No. 33-42864


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        

  Pre-Effective Amendment No.                                 ---

  Post-Effective Amendment No. 6                               X

                                      and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY           ---
ACT OF 1940

  Amendment No. 6                                             ---


                  KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND
               (Exact name of Registrant as specified in Charter)

             200 Berkeley Street, Boston, Massachusetts 02116-5043
              (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code:(617) 338-3200

              Rosemary D. Van Antwerp, Esq., 200 Berkeley Street,
                        Boston, Massachusetts 02116-5034
                    (Name and Address of Agent for Service)


It is proposed that this filing will become effective:

 x   immediately upon filing pursuant to Paragraph (b)

- ---  on (date) pursuant to Paragraph (b)

- ---  60 days after filing pursuant to Paragraph (a)(1)

- ---  on (date) pursuant to Paragraph (a)(1)

- ---  75 days after filing pursuant to Paragraph (a)(2)

- ---  on (date) pursuant to Paragraph (a)(2) of Rule 485.
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
                             Proposed     Proposed
Title of                     Maximum      Maximum
Securities     Amount        Offering     Aggregate  Amount of
Being          Being         Price        Offering   Registration
Registered     Registered    Per Unit*    Price**    Fee
- -----------------------------------------------------------------
Shares
without Par    3,598,908     $9.66        $289,993   $100
Value
- -----------------------------------------------------------------

* Computed under Rule 457(d) on the basis of the offering price per share at the
close of business on September 21, 1995.

** The calculation of the maximum aggregate offering price is pursuant to
Rule 24e-2 under the Investment Company Act of 1940. 4,465,425 shares of the
Fund were redeemed during its fiscal year ended September 30, 1994. Of such
shares, 3,568,888 are being used for a reduction in this filing.

         Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has elected to register an indefinite number of its securities under
the Securities Act of 1933. A Rule 24f-2 Notice for Registrant's most recent
fiscal year ended September 30, 1994 was filed on November 28, 1994.
<PAGE>



                  KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND

                                  CONTENTS OF

                       POST-EFFECTIVE AMENDMENT NO. 6 to

                             REGISTRATION STATEMENT



         This Post-Effective Amendment No. 6 to Registration Statement No.
33-42864/811-6412 incorporates by reference, without change, all other
information contained in Post-Effective Amendment No. 5 to Registration
Statement No. 33-42864/811-6412.
<PAGE>
                                   SIGNATURES



Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for the effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, in The
Commonwealth of Massachusetts, on the 26th day of September, 1995.


                                        KEYSTONE INSTITUTIONAL ADJUSTABLE
                                        RATE FUND


                                        By:/s/ George S. Bissell
                                           ---------------------------
                                           George S. Bissell*
                                           Chairman of the Board


                                       *By:/s/ James M. Wall
                                           ---------------------------
                                           James M. Wall**
                                           Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 26th day of September, 1995.


SIGNATURES                                  TITLE


/s/ George S. Bissell         Chairman of the Board and Trustee
- --------------------------
George S. Bissell*

/s/ Albert H.  Elfner, III    Chief Executive Officer, President
- --------------------------    and Trustee
Albert H. Elfner, III*    

/s/ Kevin J. Morrissey        Treasurer (Principal Financial
- --------------------------    and Accounting Officer)
Kevin J. Morrissey*       


                                       *By:/s/ James M. Wall
                                           ---------------------------
                                           James M. Wall**
                                           Attorney-in-Fact
<PAGE>
SIGNATURES                              TITLE
- ----------                              -----


/s/ Frederick Amling                    Trustee
- --------------------------
Frederick Amling*

/s/ Charles A. Austin, III              Trustee
- --------------------------
Charles A. Austin, III*

/s/ Edwin D. Campbell                   Trustee
- --------------------------
Edwin D. Campbell*

/s/ Charles F. Chapin                   Trustee
- --------------------------
Charles F. Chapin*

/s/ Leroy Keith, Jr.                    Trustee
- --------------------------
Leroy Keith, Jr.*

/s/ K. Dun Gifford                      Trustee
- --------------------------
K. Dun Gifford*

/s/ Ray Keyser, Jr.                     Trustee
- --------------------------
F. Ray Keyser, Jr.*

/s/ David M. Richardson                 Trustee
- --------------------------
David M. Richardson*

/s/ Richard J. Shima                    Trustee
- --------------------------
Richard J. Shima*

/s/ Andrew J. Simons                    Trustee
- --------------------------
Andrew J. Simons*



                                       *By:/s/ James M. Wall
                                           ---------------------------
                                           James M. Wall**
                                           Attorney-in-Fact


**James M. Wall, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named Trustees and officers of the Registrant
pursuant to powers of attorney duly executed by such persons and attached hereto
as Exhibit 24(b)(19).
<PAGE>
                         INDEX TO EXHIBITS

                                                            Page Number
                                                            in Sequential
Exhibit Number           Exhibit                            Numbering System
- --------------           -------                            ----------------
       1                 Declaration of Trust1
                         Amendment to Trust1

       2                 By-Laws1

       5                 Investment Advisory and
                         Management Agreement3

       6                 Distribution Agreement3

       8                 Custodian, Fund Accounting
                         and Recordkeeping Agreement1

       10                Opinion and Consent of Counsel
                         Opinion and Consent of Counsel to Class Y shares4
                         Opinion and Consent of Counsel to Class Z shares2

       11                Independent Auditors Consent5

       13                Subscription Agreement1

       15                Form of Class Y Distribution Plan4

       16                Total Return and Current Yield Schedules5

       17                Financial Data Schedule (Filed as Exhibit 27)

       19                Powers of Attorney

- --------------------
     1 Incorporated herein by reference to Registration Statement
No. 33-42864/811-6412.

     2 Incorporated herein by reference to Registrants 24f-2 Notice
filed November 30, 1993.

     3 Incorporated herein by reference to Post-Effective Amendment
No. 3 to Registration Statement No. 33-42864/811 6412.

     4 Incorporated herein by reference to Post-Effective Amendment
No. 4 to Registration Statement No. 33-42864/811 6412.

     5 Incorporated herein by reference to Post-Effective Amendment
No. 5 to Registration Statement No. 33-42864/811 6412.



                                             September 29, 1995



Keystone Institutional Adjustable Rate Fund
200 Berkeley Street
Boston, Massachusetts  02116-5034


Gentlemen:


         I am a Senior Vice President of and General Counsel to Keystone
Investment Management Company (formerly named Keystone Custodian Funds, Inc.),
the investment adviser to Keystone Institutional Adjustable Rate Fund (the
"Fund"). You have asked for my opinion with respect to the proposed issuance of
3,598,908 additional shares of the Fund.

         To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission (the "Commission") as part of Post-Effective Amendment No. 5
to the Fund's Registration Statement, which covers the public offering and sale
of the Fund shares currently registered with the Commission.

         In my opinion, such additional shares, if issued and sold in accordance
with the Fund's Declaration of Trust, as amended, and offering Prospectus, will
be legally issued, fully paid, and nonassessable by the Fund, entitling the
holders thereof to the rights set forth in the Declaration of Trust and subject
to the limitations set forth therein.

         My opinion is based upon my examination of the Fund's Declaration of
Trust, as amended, and By-Laws; a review of the minutes of the Fund's Board of
Trustees authorizing the issuance of such additional shares; and the Fund's
Prospectus. In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.

         I hereby consent to the use of this opinion in connection with
Post-Effective Amendment No. 6 to the Fund's Registration Statement, which
covers the registration of such additional shares.

                                             Very truly yours,

                                             /s/ Rosemary D. Van Antwerp

                                             Rosemary D. Van Antwerp
                                             Senior Vice President and
                                             General Counsel



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief
Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser
or Manager and registering from time to time the shares of such companies, and
generally to do all such things in my name and in my behalf to enable such
investment companies to comply with the provisions of the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.


                                   /s/George S. Bissell
                                   George S. Bissell
                                   Director/Trustee,
                                   Chairman of the Board



Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chief Executive Officer and for
which Keystone Custodian Funds, Inc. serves as Adviser or Manager and
registering from time to time the shares of such companies, and generally to do
all such things in my name and in my behalf to enable such investment companies
to comply with the provisions of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange Commission thereunder, hereby ratifying and
confirming my signature as it may be signed by my said attorneys to any and all
registration statements and amendments thereto.




                                   /s/ Albert H. Elfner, III
                                   Albert H. Elfner, III
                                   Director/Trustee,
                                   President and Chief
                                   Executive Officer



Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director, Trustee or officer and for which Keystone
Custodian Funds, Inc. serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and in my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.




                                   /s/ Kevin J. Morrissey
                                   Kevin J. Morrissey
                                   Treasurer



Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                   /s/ Frederick Amling
                                   Frederick Amling
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                   /s/ Charles A. Austin III
                                   Charles A. Austin III
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                   /s/ Edwin D. Campbell
                                   Edwin D. Campbell
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                   /s/ Charles F. Chapin
                                   Charles F. Chapin
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                   /s/ K. Dun Gifford
                                   K. Dun Gifford
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                   /s/ Leroy Keith, Jr.
                                   Leroy Keith, Jr.
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                   /s/ F. Ray Keyser,Jr.
                                   F. Ray Keyser, Jr.
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                   /s/ David M. Richardson
                                   David M. Richardson
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                   /s/ Richard J. Shima
                                   Richard J. Shima
                                   Director/Trustee


Dated: December 14, 1994
<PAGE>
                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                   /s/Andrew J. Simons
                                   Andrew J. Simons
                                   Director/Trustee


Dated: December 14, 1994


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>  101
<NAME>    KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND CLASS Y
<PERIOD-TYPE>  6-MOS
<FISCAL-YEAR-END>   SEP-30-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END>   MAR-31-1995
<INVESTMENTS-AT-COST>    28,457,831
<INVESTMENTS-AT-VALUE>   28,321,663
<RECEIVABLES>  494,036
<ASSETS-OTHER> 913
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS> 28,816,612
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT>  0
<OTHER-ITEMS-LIABILITIES>     (168,676)
<TOTAL-LIABILITIES> (168,676)
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON> 3,200,623
<SHARES-COMMON-STOCK>    334,935
<SHARES-COMMON-PRIOR>    103
<ACCUMULATED-NII-CURRENT>     1,307
<OVERDISTRIBUTION-NII>   0
<ACCUMULATED-NET-GAINS>  0
<OVERDISTRIBUTION-GAINS> (3,725)
<ACCUM-APPREC-OR-DEPREC> 27,490
<NET-ASSETS>   3,225,695
<DIVIDEND-INCOME>   0
<INTEREST-INCOME>   35,127
<OTHER-INCOME> 0
<EXPENSES-NET> (2,649)
<NET-INVESTMENT-INCOME>  32,478
<REALIZED-GAINS-CURRENT> (3,756)
<APPREC-INCREASE-CURRENT>     27,490
<NET-CHANGE-FROM-OPS>    56,212
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME>     (31,142)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER>    0
<NUMBER-OF-SHARES-SOLD>  362,939
<NUMBER-OF-SHARES-REDEEMED>   (29,717)
<SHARES-REINVESTED> 1,610
<NET-CHANGE-IN-ASSETS>   3,224,700
<ACCUMULATED-NII-PRIOR>  0
<ACCUMULATED-GAINS-PRIOR>     (28)
<OVERDISTRIB-NII-PRIOR>  0
<OVERDIST-NET-GAINS-PRIOR>    31
<GROSS-ADVISORY-FEES>    (1,473)
<INTEREST-EXPENSE>  0
<GROSS-EXPENSE>     (2,649)
<AVERAGE-NET-ASSETS>     966,179
<PER-SHARE-NAV-BEGIN>    9.61
<PER-SHARE-NII>     0.27
<PER-SHARE-GAIN-APPREC>  0.03
<PER-SHARE-DIVIDEND>     (0.28)
<PER-SHARE-DISTRIBUTIONS>     0.00
<RETURNS-OF-CAPITAL>     0.00
<PER-SHARE-NAV-END> 9.63
<EXPENSE-RATIO>     0.55
<AVG-DEBT-OUTSTANDING>   0
<AVG-DEBT-PER-SHARE>     0  

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>  102
<NAME>    KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND CLASS Z
<PERIOD-TYPE>  6-MOS
<FISCAL-YEAR-END>   SEP-30-1995
<PERIOD-START> OCT-01-1995
<PERIOD-END>   MAR-31-1995
<INVESTMENTS-AT-COST>    28,457,831
<INVESTMENTS-AT-VALUE>   28,321,663
<RECEIVABLES>  494,036
<ASSETS-OTHER> 913
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS> 28,816,612
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT>  0
<OTHER-ITEMS-LIABILITIES>     (168,676)
<TOTAL-LIABILITIES> (168,676)
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON> 26,810,524
<SHARES-COMMON-STOCK>    2,639,507
<SHARES-COMMON-PRIOR>    2,623,282
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>   (54,220)
<ACCUMULATED-NET-GAINS>  0
<OVERDISTRIBUTION-GAINS> (1,170,406)
<ACCUM-APPREC-OR-DEPREC> (163,657)
<NET-ASSETS>   25,422,241
<DIVIDEND-INCOME>   0
<INTEREST-INCOME>   834,343
<OTHER-INCOME> 0
<EXPENSES-NET> (37,642)
<NET-INVESTMENT-INCOME>  796,701
<REALIZED-GAINS-CURRENT> (135,749)
<APPREC-INCREASE-CURRENT>     168,343
<NET-CHANGE-FROM-OPS>    829,295
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME>     (763,734)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER>    0
<NUMBER-OF-SHARES-SOLD>  19,997
<NUMBER-OF-SHARES-REDEEMED>   (61,949)
<SHARES-REINVESTED> 58,177
<NET-CHANGE-IN-ASSETS>   222,186
<ACCUMULATED-NII-PRIOR>  0
<ACCUMULATED-GAINS-PRIOR>     (87,188)
<OVERDISTRIB-NII-PRIOR>  0
<OVERDIST-NET-GAINS-PRIOR>    (1,034,657)
<GROSS-ADVISORY-FEES>    (37,642)
<INTEREST-EXPENSE>  0
<GROSS-EXPENSE>     (37,642)
<AVERAGE-NET-ASSETS>     25,222,519
<PER-SHARE-NAV-BEGIN>    9.61
<PER-SHARE-NII>     0.30
<PER-SHARE-GAIN-APPREC>  0.01
<PER-SHARE-DIVIDEND>     (0.29)
<PER-SHARE-DISTRIBUTIONS>     0.00
<RETURNS-OF-CAPITAL>     0.00
<PER-SHARE-NAV-END> 9.63
<EXPENSE-RATIO>     0.30
<AVG-DEBT-OUTSTANDING>   0
<AVG-DEBT-PER-SHARE>     0  

</TABLE>


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