KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND
485BPOS, 1996-05-13
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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 13, 1996

                                                           File Nos. 33-42864
                                                                 and 811-6412

                 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.            8                           X
                                          ---                         ---
                                       and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

  Amendment No.  8                                                     X
                ---                                                   ---
                   KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND
               (Exact name of Registrant as specified in Charter)

              200 Berkeley Street, Boston, Massachusetts 02116-5034
               (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, MA 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

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 last fiscal year
was filed on November 28, 1995.
<PAGE>

                   KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND
                                   CONTENTS OF
            POST-EFFECTIVE AMENDMENT NO. 8 to REGISTRATION STATEMENT

This Post-Effective Amendment No. 8 to Registration Statement No.
33-42864/811-6412 consists of the following pages, items of information, and
documents.

                                The Facing Sheet

                                The Contents Page

                            The Cross-Reference Sheet

                                     PART A

                                   Prospectus
(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)

                                     PART B

                       Statement of Additional Information
(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)

                                     PART C

                 PART C - OTHER INFORMATION - ITEM 24(a) and (b)
(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)

                              Financial Statements

                          Independent Auditors' Report

                               Listing of Exhibits

            PART C - OTHER INFORMATION - ITEMS 25-32-SIGNATURE PAGES

                           Number of Security Holders

                                 Indemnification

                         Business and Other Connections

                             Principal Underwriters

                        Location of Accounts and Records

                                   Signatures

                     Exhibits (including Powers of Attorney)
<PAGE>

                   KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND

Cross-Reference Sheet pursuant to Rule 495 under the Securities Act of 1933.

Items in
Part A of
Form N-1A           Prospectus Caption
- ---------           ------------------

(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)

    1               Cover Page

    2               Fee Table

    3               Financial Highlights
                    Performance Data

    4               Cover Page
                    The Fund
                    Investment Objective and Policies
                    Risk Factors
                    Additional Investment Information
                    Investment Restrictions

    5               Fund Management and Expenses
                    Alternative Sales Options
                    Distribution Plan
                    Additional Information

    5A              Not applicable

    6               Cover Page
                    The Fund
                    Dividends and Taxes
                    How to Buy Shares
                    Alternative Sales Options
                    Fund Shares
                    Shareholder Services

    7               Pricing Shares
                    Fund Management and Expenses
                    How to Buy Shares
                    Alternative Sales Options
                    Distribution Plan
                    Shareholder Services
                    Exhibit A

    8               How to Redeem Shares

    9               Not applicable
<PAGE>

                   KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND

Cross-Reference Sheet continued.


Items in
Part B of
Form N-1A           Statement of Additional Information Caption
- ----------          -------------------------------------------

(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)

    10              Cover Page

    11              Table of Contents

    12              Not applicable

    13              Investment Restrictions
                    Appendix

    14              Trustees and Officers
                    Investment Adviser

    15              Additional Information

    16              Investment Adviser
                    Distributor
                    Distribution Plan
                    Additional Information

    17              Brokerage

    18              Declaration of Trust

    19              Valuation of Securities
                    Distribution Plan

    20              Dividends and Taxes

    21              Distributor

    22              Standardized Total Return and Yield Quotations

    23              Financial Statements
<PAGE>

                   KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND

                                     PART A

                                   PROSPECTUS



(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)
<PAGE>

                   KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND

                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION



(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)
<PAGE>

                    KEYSTONE INSTUTIONAL ADJUSTABLE RATE FUND

                                     PART C

                                OTHER INFORMATION

Item 24.     Financial Statements and Exhibits

Item 24(a).  Financial Statements

(Filed with Post-Effective Amendment No. 7 to Registration Statement
No. 33-42864/811-6412 and is incorporated by reference herein.)

All financial statements listed below are included in the Registrant's Statement
of Additional Information.


Schedule of Investments                                      Year ended
                                                             September 30, 1995

Financial Highlights                                         Year ended
                                                             September 30, 1995

Statement of Assets and Liabilities                          September 30, 1995

Statement of Operations                                      Year ended
                                                             September 30, 1995

Statement of Changes in Net Assets                           Two years ended
                                                             September 30, 1995

Notes to Financial Statements

Independent Auditors' Report
  dated October 27, 1995

All other statements and schedules are omitted as the required information is
inapplicable.
<PAGE>
Item 24(b).       Exhibits.

 (1)              A copy of Registrant's Declaration of Trust, as supplemented, 
                  was filed with Post-Effective Amendment No. 7 to Registration
                  Statement No. 33-42864/811-6412 as Exhibit 24(b)(1) and is
                  incorporated by reference herein.

 (2)              A copy of Registrant's By-Laws was filed with Post-Effective
                  Amendment No. 7 to Registration Statement No. 33-42864/
                  811- 6412 as Exhibit 24(b)(2) and is incorporated by
                  reference herein.

 (3)              Not applicable.

 (4)              Not applicable.

 (5)              A copy of the Investment Advisory and Management Agreement
                  between the Registrant and Keystone Investment Management
                  Company was filed with Post-Effective Amendment No. 7 to the
                  Registration Statement No. 33-42864/811-6412 as Exhibit
                  24(b)(5) and is incorporated by reference herein.

 (6)              A copy of the Distribution Agreement between the Registrant
                  and Fiduciary Investment Company, Inc. was filed with
                  Post-Effective Amendment No. 3 to Registration Statement No.
                  33-42864/811-6412 as Exhibit 24(b)(6) and is incorporated by
                  reference herein.

 (7)              Not applicable.

 (8)              A copy of the Custodian, Fund Accounting and Recordkeeping 
                  Agreement between Registrant and State Street Bank & Trust
                  Company was filed with Registration Statement No.
                  33-42864/811-6412 as Exhibit 24(b)(8) and is incorporated by
                  reference herein.

 (9)              Not applicable.

(10)              An opinion and consent of counsel as to the legality of
                  the securities registered was filed with Post-Effective
                  Amendment No. 7 to the Registration Statement No.
                  33-42864/811-6412 as Exhibit 24(b)(10) and is incorporated by 
                  reference herein.

(11)              Consent as to the use of report of Registrant's Independent
                  Auditors was filed with Post-Effective Amendment No. 7 to
                  Registration Statement No. 33-42864/811-6412 as Exhibit
                  24(b)(11) and is incorporated herein by reference.

(12)              Not applicable.

(13)              A copy of Registrant's Subscription Agreement was filed with
                  Registration Statement No. 33-42864/811-6412 as Exhibit
                  24(b)(13) and is incorporated by reference herein.

(14)              Not applicable.

(15)              A copy of the form of Registrant's Class Y Distribution Plan
                  was filed with Registration Statement No. 33-42864/811-6412 as
                  Exhibit 24(b)(15) and is incorporated by reference herein.

(16)              Schedules for the computation of total return and current
                  yield quotations were filed with Post-Effective Amendment No.
                  7 to Registration Statement No. 33-42864/811-6412 as Exhibit
                  24(b)(16) and are incorporated herein by reference.

(17)              Financial data schedules are filed herewith as Exhibit 27.

(18)              A copy of Registrant's Multiple Class Plan adopted pursuant
                  to Rule 18f-3 is filed herewith as Exhibit 24(b)(18).

(19)              Powers of Attorney are filed herewith as Exhibit
                  24(b)(19).
<PAGE>

Item 25.          Persons Controlled by or under Common Control with
                  Registrant

                  Not applicable.

Item 26.          Number of Holders of Securities

                                                Number of Record
                  Title of Class           Holders as of April 30, 1996
                  --------------           ----------------------------

                  Shares of Beneficial              Class Y - 5
                  Interest, without par value       Class Z - 5

Item 27.          Indemnification

                  Provisions for the indemnification of the Registrant's
                  Trustees and officers are contained in Article VIII of the
                  Registrant's Declaration of Trust, a copy of which was filed
                  with Post Effective Amendment No. 7 to Registration Statement
                  No. 33-42864/811-6412 as Exhibit 24(b)(1) and is incorporated
                  by reference herein.

                  Provisions for the indemnification of Keystone Investment
                  Management Company, Registrant's investment adviser, are
                  contained in Section 5 of the Investment Advisory and
                  Management Agreement between the Registrant and Keystone
                  Investment Management Company, a copy of which was filed with
                  Post-Effective No. 7 to Registration Statement No.
                  33-42864/811-6412 as Exhibit 24(b)(5) and is incorporated by
                  reference herein.

Item 28.          Businesses and Other Connections of Investment Advisers

                  Filed with Post-Effective Amendment No. 7 to Registration
                  Statement No. 33-42864/811-6412 and is incorporated by
                  reference herein.

Item 29.          Principal Underwriter

         (a)      Fiduciary Management Company, Inc., which acts as Registrant's
                  principal underwriter, also acts as principal underwriter for
                  the following entities:

                  Master Reserves Trust
                  Keystone Institutional Trust 

         (b)      Information with respect to each officer and director of
                  Registrant's acting principal underwriter was filed with
                  Post-Effective Amendment No. 7 to Registration Statement
                  No. 33-42864/811-6412 and is incorporated by reference herein.

Item 30.          Location of Accounts and Records

                  200 Berkeley Street
                  Boston, Massachusetts 02116-5034

                  Keystone Investor Resource Center, Inc.
                  101 Main Street
                  Cambridge, MA 02142-1519

                  State Street Bank and Trust Company
                  1776 Heritage Drive
                  Quincy, MA 02171

                  Iron Mountain
                  3431 Sharp Slot Road
                  Swansea, Massachusetts  02777

Item 31.          Management Services

                  Not Applicable.

Item 32.          Undertakings

                  Upon request and without charge, Registrant hereby undertakes
                  to furnish a copy of its latest annual report to shareholders
                  to each person to whom a copy of Registrant's prospectus is
                  delivered.
<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 10th day of May, 1996.


                                               KEYSTONE INSTITUTIONAL ADJUSTABLE
                                                 RATE FUND



                                           By: /s/ Rosemary D. Van Antwerp
                                                   --------------------------
                                                   Rosemary D. Van Antwerp
                                                   Senior Vice President and
                                                     Secretary

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 10th day of May, 1996.

SIGNATURES                                    TITLE
- ----------                                    -----

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

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

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


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

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

/s/ F. 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 individuals pursuant to powers of attorney
duly executed by such persons and attached hereto as
Exhibit 24(b)(19).
<PAGE>
                                INDEX TO EXHIBITS

                                                                   Page Number
   Exhibit                                                         in Sequential
   Number         Exhibit                                          Number System
   -------        -------                                          -------------
      1           Declaration of Trust(1)

      1(a)        Supplement to Trust(1)

      2           By-Laws(1)

      5           Investment Advisory and Management Agreement(1)

      6           Distribution Agreement(2)

      8           Custody Agreement(3)

     10           Opinion and Consent of Counsel(1)

     11           Independent Auditors' Consent(1)

     13           Subscription Agreement(3)

     15           Form of Class Y Distribution Plan(4)

     16           Performance Data Schedules(1)

     17           Financial Data Schedules (filed as Exhibit 27)

     18           Multiple Class Plan

     19           Powers of Attorney

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

(1) Incorporated herein by reference to Post-Effective Amendment No. 7 to
    Registration Statement No. 33-42864/811-6412.

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

(3) Incorporated herein by reference 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.


<PAGE>

                                                                      EXHIBIT 18
                              MULTIPLE CLASS PLAN
                                      FOR
                  KEYSTONE INSTITUTIONAL ADJUSTABLE RATE FUND

Keystone Institutional Adjustable Rate Fund (the "Fund") currently offers two
classes of shares having the following class provisions and current offering and
exchange characteristics. Additional classes of shares, when created, may have
characteristics that differ from those described. References to percentages not
otherwise defined are to percentages of average daily net assets of a class.

I.   CLASSES

A.   Class Y Shares

     Class Y shares are offered without a front-end sales charge or a deferred
     sales charge.

     Class Y shares have adopted a Distribution Plan pursuant to Rule 12b-1
     under the Investment Company Act of 1940 ("Rule 12b-1").  The Distribution
     Plan provides for the payment of expenses related to the distribution of
     Class Y shares based on a percentage of average daily Class Y net asset
     value. Expenditures under the Distribution Plan are generally used to pay
     service fees. The Fund may also make payments under the Distribution Plan
     for activities primarily intended to result in the sale of Class Y shares,
     including mail promotions and advertising.

     Class Y shares do not have any exchange or conversion privileges.

B.   Class Z Shares

     Class Z shares are offered without a front-end sales charge or a deferred
     sales charge. Class Z shares are currently offered to only a limited group
     of investors.

     Class Z shares have not adopted a Distribution Plan pursuant to Rule 12b-1.

     Class Z shares do not have any exchange or conversion privileges.

II.  CLASS EXPENSES

     Class Y shares bear the expenses of the Class Y Rule 12b-1 Distribution
     Plan. There are currently no other class specific expenses.

III. EXPENSE ALLOCATION METHOD

     All income, realized, and unrealized capital gains and losses and expenses
     not assigned to a class will be allocated to each class based on the 
     relative net asset value of each class.

IV.  VOTING RIGHTS

     Each class shall have exclusive voting rights on any matter submitted to
     its shareholders that relates solely to its class arrangement.

     Each class shall have separate voting rights on any matter submitted to 
     shareholders when the interests of one class differ from the interests of
     any other class.

     Each class has in all other respects the same rights and obligations as
     each other class.

V.   EXPENSE WAIVERS OR REIMBURSEMENTS

     Any expense waivers or reimbursements shall be in compliance with Rule
     18f-3 issued under the Investment Company Act of 1940.


<PAGE>

                                                               Exhibit 99.19

                               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 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 Investment
Management Company 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/ J. Kevin Kenely
                                               J. Kevin Kenely
                                               Treasurer



Dated: December 15, 1995
<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>                                              12-MOS
<FISCAL-YEAR-END>                                     SEP-30-1995
<PERIOD-START>                                        OCT-01-1994
<PERIOD-END>                                          SEP-30-1995
<INVESTMENTS-AT-COST>                                     26,230,822
<INVESTMENTS-AT-VALUE>                                    26,177,097
<RECEIVABLES>                                                462,541
<ASSETS-OTHER>                                                    58
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                            26,639,696
<PAYABLE-FOR-SECURITIES>                                           0
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                    152,981
<TOTAL-LIABILITIES>                                          152,981
<SENIOR-EQUITY>                                                    0
<PAID-IN-CAPITAL-COMMON>                                   2,842,288
<SHARES-COMMON-STOCK>                                        297,431
<SHARES-COMMON-PRIOR>                                            103
<ACCUMULATED-NII-CURRENT>                                          0
<OVERDISTRIBUTION-NII>                                        (2,348)
<ACCUMULATED-NET-GAINS>                                            0
<OVERDISTRIBUTION-GAINS>                                      (2,997)
<ACCUM-APPREC-OR-DEPREC>                                      33,642
<NET-ASSETS>                                               2,870,585
<DIVIDEND-INCOME>                                                  0
<INTEREST-INCOME>                                            157,960
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                               (11,955)
<NET-INVESTMENT-INCOME>                                      146,005
<REALIZED-GAINS-CURRENT>                                     (14,816)
<APPREC-INCREASE-CURRENT>                                     33,650
<NET-CHANGE-FROM-OPS>                                        164,839
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                   (136,345)
<DISTRIBUTIONS-OF-GAINS>                                           0
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                      529,838
<NUMBER-OF-SHARES-REDEEMED>                                 (244,779)
<SHARES-REINVESTED>                                           12,269
<NET-CHANGE-IN-ASSETS>                                     2,869,599
<ACCUMULATED-NII-PRIOR>                                            0
<ACCUMULATED-GAINS-PRIOR>                                          0
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                         (6,561)
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                              (11,955)
<AVERAGE-NET-ASSETS>                                       2,179,785
<PER-SHARE-NAV-BEGIN>                                           9.61
<PER-SHARE-NII>                                                 0.64
<PER-SHARE-GAIN-APPREC>                                        (0.02)
<PER-SHARE-DIVIDEND>                                           (0.53)
<PER-SHARE-DISTRIBUTIONS>                                       0.00
<RETURNS-OF-CAPITAL>                                           (0.05)
<PER-SHARE-NAV-END>                                             9.65
<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>                                              12-MOS
<FISCAL-YEAR-END>                                     SEP-30-1995
<PERIOD-START>                                        OCT-01-1994
<PERIOD-END>                                          SEP-30-1995
<INVESTMENTS-AT-COST>                                     26,230,822
<INVESTMENTS-AT-VALUE>                                    26,177,097
<RECEIVABLES>                                                462,541
<ASSETS-OTHER>                                                    58
<OTHER-ITEMS-ASSETS>                                               0
<TOTAL-ASSETS>                                            26,639,696
<PAYABLE-FOR-SECURITIES>                                           0
<SENIOR-LONG-TERM-DEBT>                                            0
<OTHER-ITEMS-LIABILITIES>                                    152,981
<TOTAL-LIABILITIES>                                          152,981
<SENIOR-EQUITY>                                                    0
<PAID-IN-CAPITAL-COMMON>                                  24,952,934
<SHARES-COMMON-STOCK>                                      2,447,003
<SHARES-COMMON-PRIOR>                                      2,623,282
<ACCUMULATED-NII-CURRENT>                                          0
<OVERDISTRIBUTION-NII>                                      (128,557)
<ACCUMULATED-NET-GAINS>                                            0
<OVERDISTRIBUTION-GAINS>                                  (1,120,880)
<ACCUM-APPREC-OR-DEPREC>                                     (87,367)
<NET-ASSETS>                                              23,616,130
<DIVIDEND-INCOME>                                                  0
<INTEREST-INCOME>                                          1,694,347
<OTHER-INCOME>                                                     0
<EXPENSES-NET>                                               (73,258)
<NET-INVESTMENT-INCOME>                                    1,621,089
<REALIZED-GAINS-CURRENT>                                    (218,830)
<APPREC-INCREASE-CURRENT>                                    244,625
<NET-CHANGE-FROM-OPS>                                      1,646,884
<EQUALIZATION>                                                     0
<DISTRIBUTIONS-OF-INCOME>                                 (1,527,700)
<DISTRIBUTIONS-OF-GAINS>                                           0
<DISTRIBUTIONS-OTHER>                                              0
<NUMBER-OF-SHARES-SOLD>                                       22,876
<NUMBER-OF-SHARES-REDEEMED>                                 (317,154)
<SHARES-REINVESTED>                                          117,999
<NET-CHANGE-IN-ASSETS>                                    (1,583,934)
<ACCUMULATED-NII-PRIOR>                                       15,357
<ACCUMULATED-GAINS-PRIOR>                                          0
<OVERDISTRIB-NII-PRIOR>                                            0
<OVERDIST-NET-GAINS-PRIOR>                                         0
<GROSS-ADVISORY-FEES>                                        (73,258)
<INTEREST-EXPENSE>                                                 0
<GROSS-EXPENSE>                                              (73,258)
<AVERAGE-NET-ASSETS>                                      24,519,950
<PER-SHARE-NAV-BEGIN>                                           9.61
<PER-SHARE-NII>                                                 0.63
<PER-SHARE-GAIN-APPREC>                                         0.01
<PER-SHARE-DIVIDEND>                                           (0.55)
<PER-SHARE-DISTRIBUTIONS>                                       0.00
<RETURNS-OF-CAPITAL>                                           (0.05)
<PER-SHARE-NAV-END>                                             9.65
<EXPENSE-RATIO>                                                 0.30
<AVG-DEBT-OUTSTANDING>                                             0
<AVG-DEBT-PER-SHARE>                                               0

</TABLE>


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