-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RaDrVu2ze8QU5iNQTLG0i/EjW/Kn5A6oGy4aBkDGWwDNI84CFO0fjiQqs/fCj21a +BeYZewyTbM2OrEgrcJzJQ== 0000907243-96-000102.txt : 19960927 0000907243-96-000102.hdr.sgml : 19960927 ACCESSION NUMBER: 0000907243-96-000102 CONFORMED SUBMISSION TYPE: 485B24E PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960926 EFFECTIVENESS DATE: 19960926 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE SMALL CO GR FD S 4 CENTRAL INDEX KEY: 0000055627 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 042394427 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1933 Act SEC FILE NUMBER: 002-10529 FILM NUMBER: 96635231 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1940 Act SEC FILE NUMBER: 811-00101 FILM NUMBER: 96635232 BUSINESS ADDRESS: STREET 1: 200 BERKLEY ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6173383200 MAIL ADDRESS: STREET 1: 200 BERKLEY ST CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE CUSTODIAN FUND SERIES S-4 DATE OF NAME CHANGE: 19920703 485B24E 1 KEYSTONE SMALL COMPANY GROWTH FUND (S-4) As filed with the Securities & Exchange Commission on September 25, 1996. File No. 2-10529 811-101 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. 124 X and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 30 X KEYSTONE SMALL COMPANY GROWTH FUND (S-4) (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: immediately upon filing pursuant to paragraph (b) X on September 30, 1996 pursuant to paragraph (b) 60 days after filing pursuant to paragraph (a)(i) on (date) pursuant to paragraph (a)(i) 75 days after filing pursuant to paragraph (a)(ii) on (date) pursuant to paragraph (a)(ii) of Rule 485 CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
Title of Proposed Proposed Securities Maximum Maximum being Amoung Offering Aggregate Amount of Registered Being Price Per Offering Registration Registered Unit* Price** Fee Shares of $1.00 Par 22,254,845 $8.21 $289,994 $100 Value
* Computed under Rule 457(d) on the basis of the offering price per share at the close of business of September 10, 1996. ** The calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. 131,599,635 shares of the Fund were redeemed during its fiscal year ended May 31, 1996. Of such shares, 109,380,112 were used for a reduction pursuant to Rule 24f-2 during the current year. The remaining 22,219,523 shares are being used for a reduction in this filing. The Registrant has filed a Declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's last fiscal year was filed on July 29, 1996. KEYSTONE SMALL COMPANY GROWTH FUND (S-4) CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 124 to REGISTRATION STATEMENT This Post-Effective Amendment No. 124 to Registrant's Registration Statement No. 2-10529/811-101 consists of the following pages, items of information and documents: The Facing Sheet The Contents Page The Cross-Reference Sheet PART A Prospectus PART B Statement of Additional Information PART C PART C - OTHER INFORMATION - ITEMS 24(a) and 24(b) Financial Statements Independent Auditors' Report Listing of Exhibits PART C - OTHER INFORMATION - ITEMS 25-32 AND SIGNATURE PAGES Number of Holders of Securities Indemnification Business and Other Connections Principal Underwriter Location of Accounts and Records Undertakings Signatures Exhibits (including Powers of Attorney) KEYSTONE SMALL COMPANY GROWTH FUND (S-4) Cross-Reference Sheet pursuant to Rules 404 and 495 under the Securities Act of 1933. Items in Part A of Form N-1A Prospectus Caption 1 Cover Page 2 Fee Table 3 Financial Highlights 4 Cover Page The Fund Investment Objective and Policies Investment Restrictions Risk Factors 5 Fund Management and Expenses Additional Information 5A Not applicable 6 The Fund Dividends and Taxes Fund Shares Shareholder Services Pricing Shares 7 How to Buy Shares Distribution Plan Shareholder Services 8 How to Redeem Shares 9 Not applicable Items in Part B of Form N-1A Statement of Additional Information Caption 10 Cover Page 11 Table of Contents 12 Not applicable 13 Investment Objective and Policies Investment Restrictions Brokerage Appendix 14 The Trust Agreement Trustees and Officers 15 Additional Information 16 Investment Manager Investment Adviser Principal Underwriter Distribution Plan Sales Charges Additional Information 17 Brokerage 18 The Trust Agreement (see also, Part A, Fund Shares) 19 Valuation of Securities Distribution Plan 20 Distributions and Taxes 21 Principal Underwriter 22 Standardized Total Return and Yield Quotations 23 Financial Statements KEYSTONE SMALL COMPANY GROWTH FUND (S-4) PART A PROSPECTUS KEYSTONE SMALL COMPANY GROWTH FUND (S-4) PART B STATEMENT OF ADDITIONAL INFORMATION - --------------------------------------- Keystone Small Company Growth Fund (S-4) SCHEDULE OF INVESTMENTS--May 31, 1996 Market Shares Value - ----------------------------------- ---------- ----------------- COMMON STOCKS (98.2%) (d) AEROSPACE (0.4%) Rohr Industries, Inc. 419,500 $ 8,861,938 - ----------------------------------- -------- --------------- ADVERTISING & PUBLISHING (1.5%) Clear Channel Communications, Inc. 340,000 27,625,000 Outdoor Systems, Inc. 42,800 1,380,300 - ----------------------------------- -------- --------------- 29,005,300 - ----------------------------------- -------- --------------- AIR TRANSPORTATION (0.6%) America West Airlines, Inc. 300,000 6,112,500 Atlantic Southeast Airlines, Inc. (e) 250,000 6,640,625 - ----------------------------------- -------- --------------- 12,753,125 - ----------------------------------- -------- --------------- AMUSEMENTS (4.1%) Harrah's Entertainment, Inc. 500,000 16,812,500 Hospitality Franchise Systems, Inc. 400,000 24,950,000 Hollywood Casino Corp., Class A 1,000,000 4,937,500 La Quinta Inns, Inc. (e) 300,000 9,450,000 Players International, Inc. 395,000 3,845,078 Promus Hotel Corp. 450,000 12,375,000 Station Casinos, Inc. 650,000 10,196,875 - ----------------------------------- -------- --------------- 82,566,953 - ----------------------------------- -------- --------------- AUTOMOTIVE (1.0%) Gentex Corp. 300,000 13,500,000 Tower Automotive, Inc. 307,500 7,380,000 - ----------------------------------- -------- --------------- 20,880,000 - ----------------------------------- -------- --------------- BUILDING MATERIALS (3.1%) Amre, Inc. (b) 940,300 25,153,025 Champion Enterprises, Inc. 292,000 11,826,000 Oakwood Homes Corp. (e) 500,000 24,250,000 - ----------------------------------- -------- --------------- 61,229,025 - ----------------------------------- -------- --------------- BUSINESS SERVICES (2.7%) Alternative Resources Corp. 216,000 8,370,000 Safeguard Scientifics, Inc. 250,000 22,031,250 Security Dynamics Technologies, Inc. 213,400 19,072,625 Vincam Group, Inc. 152,000 4,294,000 - ----------------------------------- -------- --------------- 53,767,875 - ----------------------------------- -------- --------------- CAPITAL GOODS (1.9%) AGCO Corp. (e) 800,000 24,100,000 Cognex Corp. 740,500 13,236,437 - ----------------------------------- -------- --------------- 37,336,437 - ----------------------------------- -------- --------------- CHEMICALS (0.5%) OM Group, Inc. (e) 249,300 $ 10,034,325 - ----------------------------------- -------- --------------- CONSUMER GOODS (2.2%) Blyth Industries, Inc. 400,000 18,400,000 DeVry, Inc. Del 467,000 18,563,250 USA Detergents, Inc. 167,400 6,633,225 - ----------------------------------- -------- --------------- 43,596,475 - ----------------------------------- -------- --------------- DRUGS (6.3%) Agouron Pharmaceuticals, Inc. 200,000 8,550,000 Amylin Pharmaceuticals, Inc. 1,000,000 12,187,500 Autoimmune, Inc. 23,400 234,000 Cephalon, Inc. 200,000 5,425,000 Cytyc Corp. (e) 200,000 6,350,000 Cytotherapeutics 340,000 4,165,000 Gilead Sciences, Inc. 858,100 29,818,975 Human Genome Sciences, Inc. 253,500 9,316,125 Idexx Laboratories, Inc. 300,000 13,012,500 Magainin Pharmaceutical, Inc. 600,000 6,750,000 Matrix Pharmaceuticals, Inc. 188,000 4,136,000 Neurogen Corp. 390,000 11,261,250 Oncogene Science, Inc. 255,000 2,964,375 Sequus Pharmaceuticals, Inc. 564,800 12,072,600 - ----------------------------------- -------- --------------- 126,243,325 - ----------------------------------- -------- --------------- ELECTRONICS PRODUCTS (7.5%) Analog Devices, Inc. 600,000 16,575,000 BMC Industries, Inc. (e) 50,000 1,487,500 Gemstar International Group Ltd. 304,200 10,114,650 Kemet Corp. 379,600 8,541,000 Linear Technology Corp. (e) 320,000 11,000,000 Maxim Integrated Products, Inc. 586,000 19,960,625 Merix Corp. (b) 345,000 10,759,688 Microchip Technology, Inc. 450,000 11,671,875 SDL, Inc. (b) 450,000 19,293,750 Sheldahl Co. 5,000 128,438 Sipex Corp. 255,300 4,563,488 Solectron Corp. 300,000 13,012,500 Trimble Navigation Ltd. 244,900 5,877,600 Xilinx, Inc. 500,000 17,312,500 - ----------------------------------- -------- --------------- 150,298,614 - ----------------------------------- -------- --------------- - --------------------------------------- SCHEDULE OF INVESTMENTS---May 31, 1996 Market Shares Value - ----------------------------------- ---------- ----------------- FINANCE (6.4%) Astoria Financial Corp. (e) 106,500 $ 5,917,406 BISYS Group, Inc. 500,000 18,281,250 BostonFed Bancorp, Inc. (e) 300,000 3,675,000 Chronicle 2001 Mutual Fund 1,653,374 714,469 CMAC Investment Corp. (e) 300,000 16,350,000 First Empire State Corp. (e) 25,000 5,900,000 Jayhawk Acceptance Corp. 300,000 4,218,750 Long Islands Bancorp, Inc. (e) 500,000 14,093,750 Queen's County Bancorp (e) 145,000 6,923,750 RAC Financial Group, Inc. 427,300 12,445,113 Standard Federal Bankcorporation, Inc. (e) 500,000 19,687,500 TCF Financial Corp. (e) 600,000 20,550,000 - ----------------------------------- -------- --------------- 128,756,988 - ----------------------------------- -------- --------------- HEALTH CARE SERVICES (10.7%) Biopsys Med, Inc. 97,900 2,435,263 CNS, Inc. 300,000 6,581,250 Emeritus Corp. 500,000 10,125,000 Express Scripts, Inc., Class A 310,000 15,500,000 Health Management Associates, Inc., Class A 499,400 17,229,317 Heartport, Inc. 207,100 8,025,125 Heartstream, Inc. 390,300 5,659,350 Iridex Corp. 190,000 3,087,500 i-STAT Corp. 86,000 1,752,250 Lifecore Biomedical, Inc. 510,700 9,128,762 MedCath, Inc. 268,700 10,177,012 Novoste Corp. 65,000 905,938 Occusystems, Inc. 400,000 13,400,000 Optical Sensors, Inc. 226,600 2,761,688 Parexel International Corp. 203,500 10,989,000 Perclose, Inc. 250,000 5,625,000 PhyMatrix Corp. 600,000 14,812,500 Physician Reliance Network, Inc. 405,000 21,110,625 Sibia Neurosciences, Inc. 135,000 1,350,000 Target Therapeutics, Inc. 200,000 9,825,000 Thermo Cardiosystems, Inc. 600,000 30,600,000 Total Renal Care Hldgs., Inc. 295,000 12,168,750 Urologix, Inc. 100,000 1,487,500 - ----------------------------------- -------- --------------- 214,736,830 - ----------------------------------- -------- --------------- INSURANCE (1.2%) Blanch (E.W.) Hldgs., Inc. (e) 120,100 $ 2,552,124 Capital Re Corp. (e) 136,100 4,967,650 HCC Insurance Hldgs., Inc. 790,250 17,089,156 - ----------------------------------- -------- --------------- 24,608,930 - ----------------------------------- -------- --------------- METALS & MINING (0.2%) RMI Titanium Co. 220,000 4,427,500 - ----------------------------------- -------- --------------- MISCELLANEOUS (0.6%) Polymer Group, Inc. 461,000 8,874,250 Strategic Distribution, Inc. 350,000 2,909,375 - ----------------------------------- -------- --------------- 11,783,625 - ----------------------------------- -------- --------------- NATURAL GAS (0.6%) Nuevo Energy Co. 400,000 12,400,000 - ----------------------------------- -------- --------------- OFFICE & BUSINESS EQUIPMENT (2.5%) EMC Corp. 1,750,000 38,718,750 Natural Microsystems Corp. 200,000 7,500,000 Read Rite Corp. 171,900 3,953,700 - ----------------------------------- -------- --------------- 50,172,450 - ----------------------------------- -------- --------------- OIL (0.4%) Triton Energy Corp. 152,000 7,296,000 - ----------------------------------- -------- --------------- OIL SERVICES (3.4%) BJ Services Co. 260,800 8,802,000 Carbo Ceramics, Inc. 147,800 3,528,725 Dual Drilling Co. 11,400 218,025 Ensco International, Inc. 867,900 26,362,462 Falcon Drilling, Inc. 300,000 7,218,750 Global Industries, Inc. 272,800 8,525,000 Newpark Resources, Inc. 370,545 13,432,256 - ----------------------------------- -------- --------------- 68,087,218 - ----------------------------------- -------- --------------- RESTAURANTS (2.1%) Apple South, Inc. (d) 400,000 10,000,000 Applebee's International, Inc. (e) 400,000 11,275,000 HomeTown Buffet, Inc. 174,400 2,605,100 Lone Star Steakhouse & Saloon 150,000 6,037,500 Outback Steakhouse, Inc. 300,000 11,381,250 - ----------------------------------- -------- --------------- 41,298,850 - ----------------------------------- -------- --------------- - --------------------------------------- Keystone Small Company Growth Fund (S-4) SCHEDULE OF INVESTMENTS-May 31, 1996 Market Shares Value - ----------------------------------- ---------- ----------------- RETAIL (9.0%) CDW Computer Centers, Inc. 204,600 $ 16,751,625 Corporate Express, Inc. 500,000 21,000,000 Global Directmail Corp. 300,000 13,462,500 Kohl's Corp. 314,000 10,401,250 Mens Wearhouse, Inc. 317,500 10,596,563 Nautica Enterprises, Inc. 486,000 12,150,000 Office Max, Inc. 575,000 15,021,875 O'Reilly Automotive, Inc. 166,600 6,455,750 PETsMART, Inc. 400,000 17,700,000 Saks Hldgs., Inc. 210,200 6,831,500 Sports Authority, Inc. 500,000 14,875,000 Sunglass Hut International, Inc. 600,000 16,612,500 Tiffany & Co. (e) 160,000 12,140,000 West Marine, Inc. 93,800 6,683,250 - ----------------------------------- -------- --------------- 180,681,813 - ----------------------------------- -------- --------------- SERVICES (4.6%) Equity Corporation International 387,400 11,379,875 G & K Services, Class A (e) 216,300 6,516,037 GTS Duratek, Inc. 300,000 5,175,000 Insituform Technologies, Inc., Class A 232,800 2,226,150 Molten Metal Technology, Inc. 466,100 14,099,525 Peak Technologies Group, Inc. 400,000 9,650,000 Sanifill, Inc. 266,000 11,936,750 Thermedics, Inc. 600,000 18,000,000 U.S. Filter Corp. 400,000 13,950,000 - ----------------------------------- -------- --------------- 92,933,337 - ----------------------------------- -------- --------------- SOFTWARE SERVICES (15.6%) America Online, Inc. 400,000 22,625,000 Arbor Software Corp. 177,000 10,797,000 BDM International, Inc. 402,000 17,788,500 BMC Software, Inc. 500,000 31,562,500 CBT Group Publishers, Ltd. 140,000 6,510,000 CMG Information Services, Inc. 441,100 10,420,987 Cambridge Technology Partners Mgmt. 183,000 13,953,750 Desktop Data, Inc. 250,000 8,312,500 Edify Corp. 97,000 4,098,250 Epic Design Technology, Inc. 500,000 14,937,500 Geoworks, Inc. 500,000 17,625,000 I2 Technologies, Inc. 189,000 7,560,000 INSO Corp. 300,000 16,800,000 Integrated Systems, Inc., Class A 40,000 1,340,000 Intuit, Inc. 205,000 10,660,000 McAfee Associates, Inc. 450,000 16,762,500 Mechanical Dynamics, Inc. 150,000 2,671,875 MetaTools, Inc. 278,600 8,810,725 National Data Corp. (e) 337,000 12,721,750 Nova Corp. 17,800 676,400 Parametric Technology Corp. (c) 400,000 18,275,000 Project Software & Development, Inc. 323,500 12,576,063 Raptor Systems, Inc. 96,500 2,985,469 Synopsys, Inc. 500,000 22,312,500 System Software Associates, Inc. (e) 277,500 4,578,750 Verity, Inc. 260,400 10,057,950 Wind River Systems, Inc. 168,750 5,378,906 Wonderware Corp. 28,500 570,000 - ----------------------------------- -------- --------------- 313,368,875 - ----------------------------------- -------- --------------- TELECOMMUNICATIONS (7.6%) Allen Group, Inc. (e) 146,000 4,015,000 Brooks Fiber Properties, Inc. 306,100 10,292,612 CAI Wireless Systems, Inc. 277,500 2,965,781 Cidco, Inc. 400,000 15,800,000 Heartland Wireless Communications, Inc. 700,000 18,681,250 Netmanage, Inc. 700,000 11,856,250 P-Com, Inc. 600,000 18,000,000 Premisys Communications, Inc. 231,200 13,207,300 Proxim, Inc. 132,500 5,482,188 Spectrian Corp. 374,400 7,254,000 Tel-Save Hldgs., Inc. 613,500 13,343,625 Westell Technologies, Inc., Class A 87,000 6,666,375 Winstar Communications, Inc. 800,000 25,000,000 - ----------------------------------- -------- --------------- 152,564,381 - ----------------------------------- -------- --------------- TRANSPORTATION (1.5%) Landstar System, Inc. 312,500 9,140,625 Railtex, Inc. 454,100 11,068,688 Swift Transportation Co., Inc. 500,000 9,187,500 - ----------------------------------- -------- --------------- 29,396,813 - ----------------------------------- -------- --------------- TOTAL COMMON STOCKS (Cost--$1,367,076,131) 1,969,087,002 - ----------------------------------- -------- --------------- - --------------------------------------- SCHEDULE OF INVESTMENTS--May 31, 1996
Par Market Value Value - --------------------------------------------------------- ---------- -------------- FIXED INCOME (0.4%) INDUSTRIAL BONDS & NOTES (0.4%) AMUSEMENTS (0.4%) Hemmeter Enterprises, Inc., Sr. PIK Note (c)(e)(g) 12.00%, 2000 $16,642,763 $ 7,655,671 - --------------------------------------------------------- -------- ------------ TOTAL FIXED INCOME (Cost--$17,775,758) 7,655,671 - --------------------------------------------------------- -------- ------------ Maturity Value - --------------------------------------------------------- -------- ------------ SHORT-TERM INVESTMENTS (0.7%) Investments in repurchase agreements, in a joint trading account purchased 5/31/96, 5.3354%, maturing 06/01/96 14,769,564 14,763,000 - --------------------------------------------------------- -------- ------------ TOTAL SHORT-TERM INVESTMENTS (Cost--$14,763,000)(e)(f) 14,763,000 - ----------------------------------------------------------------------- ------------ Market Shares Value - --------------------------------------------------------- -------- ------------ WARRANTS/RIGHTS (0.0%) AMUSEMENTS (0.0%) Hemmeter Enterprises, Inc. (c), expiration date of 12/15/99 292,400 292 Hemmeter Enterprises, Inc. (c), expiration date of 12/15/99 78,750 79 - --------------------------------------------------------- -------- ------------ TOTAL WARRANTS/RIGHTS (Cost--$1,866,383) 371 - --------------------------------------------------------- -------- ------------ TOTAL INVESTMENTS (Cost $1,401,481,272) (a) 1,991,506,044 - --------------------------------------------------------- -------- ------------ FOREIGN CURRENCY HOLDINGS (Cost $5,863) (0.0%) 5,781 - ----------------------------------------------------------------------- ------------ OTHER ASSETS AND LIABILITIES--NET (0.7%) 14,290,752 - --------------------------------------------------------- -------- ------------ NET ASSETS (100%) $2,005,802,577 - --------------------------------------------------------- -------- ------------
- --------------------------------------- Keystone Small Company Growth Fund (S-4) SCHEDULE OF INVESTMENTS-May 31,1996 (a) The cost of investments and foreign currency holdings for federal income tax purposes amounted to $1,402,485,793. Gross unrealized appreciation and depreciation on investments, based on identified tax cost, at May 31, 1996, are as follows: Gross unrealized appreciation $632,810,492 Gross unrealized depreciation (43,784,460) ----------- Net unrealized appreciation $589,026,032 =========== (b) Affiliated issuers are those in which the Fund's holdings of an issuer represent 5% or more of the outstanding voting securities of the issuer. The Fund has never owned enough of the outstanding voting securities of any issuer to have control (as defined in the Investment Company Act of 1940) of that issuer. (c) All or a portion of these securities are restricted (i.e., securities which may not be publicly sold without registration under the Federal Securities Act of 1933) which are valued using market quotations where readily available. In the absence of market quotations, the securities are valued based upon their fair value determined under procedures approved by the Board of Trustees. The Fund may make investments in an amount up to 15% of the value of the Fund's net assets in such securities. On the date of acquisition there was no market quotation on similar securities and the above securities were valued at acquisition cost. At May 31, 1996, the fair value of these restricted securities was $8,212,790, (0.41% of net assets). The Fund will not pay the costs of disposition of the above restricted securities other than ordinary brokerage fees, if any. (d) All securities unless otherwise indicated with a (e) are non-income-producing. (e) Income-producing security. (f) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices on May 31, 1996. (g) Each unit is comprised of $1,000 par Senior Secured PIK note and 15 warrants. See Notes to Financial Statements. - --------------------------------------- FINANCIAL HIGHLIGHTS (For a share outstanding throughout the year)
Year Ended May 31, 1996 1995 1994 1993(a) 1992(a) 1991(a) - ------------------------------- -------- -------- --------- -------- -------- -------- Net asset value beginning of year $8.62 $7.64 $7.95 $7.61 $7.17 $6.24 - ------------------------------- ------- ------- ------- ------- ------- ------- Income from investment operations Net investment income (loss) (0.13) (0.07) (0.12) (0.12) (0.08) (0.04) Net realized and unrealized gains (losses) on investments 2.87 1.68 0.63 1.82 0.98 1.17 Net commission paid on fund share sales (b) 0.00 0.00 0.00 0.00 0.00 0.00 - ------------------------------- ------- ------- ------- ------- ------- ------- Total from investment operations 2.74 1.61 0.51 1.70 0.90 1.13 - ------------------------------- ------- ------- ------- ------- ------- ------- Less distributions from Net investment income 0.00 0.00 0.00 0.00 0.00 0.00 Net realized gains (1.01) (0.63) (0.82) (1.36) (0.46) (0.20) - ------------------------------- ------- ------- ------- ------- ------- ------- Total distributions (1.01) (0.63) (0.82) (1.36) (0.46) (0.20) - ------------------------------- ------- ------- ------- ------- ------- ------- Net asset value end of year $10.35 $8.62 $7.64 $7.95 $7.61 $7.17 - ------------------------------- ------- ------- ------- ------- ------- ------- Total return (c) 33.03% 23.58% 6.84% 28.76% 13.45% 19.42% Ratios/supplemental data Ratios to average net assets: Total expenses 1.73%(d) 1.78% 1.73% 2.04% 1.47% 1.48% Net investment (loss) (1.34%) (1.10%) (1.49%) (1.68%) (1.09%) (0.68%) Portfolio turnover rate 94% 38% 60% 78% 81% 73% Average commission rate paid $0.0563 N/A N/A N/A N/A N/A - ------------------------------- ------- ------- ------- ------- ------- ------- Net assets end of year (thousands) $2,005,803 $1,459,955 $1,005,595 $965,959 $702,442 $623,291 - ------------------------------- ------- ------- ------- ------- ------- -------
1990(a) 1989(a) 1988 1987 - ------------------------------- -------- -------- --------- -------- Net asset value beginning of year $ 5.66 $ 4.48 $ 7.80 $ 7.60 - ------------------------------- ------- ------- ------- ------- Income from investment operations Net investment income (loss) 0.00 0.02 0.00 0.00 Net realized and unrealized gains (losses) on investments 0.63 1.20 (1.64) 1.11 Net commission paid on fund share sales (b) 0.00 0.00 0.00 (0.02) - ------------------------------- ------- ------- ------- ------- Total from investment operations 0.63 1.22 (1.64) 1.09 - ------------------------------- ------- ------- ------- ------- Less distributions from Net investment income (0.05) (0.01) 0.00 (0.01) Net realized gains 0.00 (0.03) (1.68) (0.88) - ------------------------------- ------- ------- ------- ------- Total distributions (0.05) (0.04) (1.68) (0.89) - ------------------------------- ------- ------- ------- ------- Net asset value end of year $ 6.24 $ 5.66 $ 4.48 $ 7.80 - ------------------------------- ------- ------- ------- ------- Total return (c) 11.24% 27.45% (22.39%) 16.24% Ratios/supplemental data Ratios to average net assets: Total expenses 1.40% 1.27% 1.17% 0.81% Net investment (loss) 0.02% 0.47% 0.03% 0.04% Portfolio turnover rate 77% 57% 80% 74% Average commission rate paid N/A N/A N/A N/A - ------------------------------- ------- ------- ------- ------- Net assets end of year (thousands) $537,912 $503,908 $442,020 $679,281 - ------------------------------- ------- ------- ------- -------
(a) Calculation based on average shares outstanding. (b) Prior to June 30, 1987, net commissions paid on new sales of shares under the Fund's Rule 12b-1 Distribution Plan had been treated for both financial statement and tax purposes as capital charges. On June 11, 1987, the Securities and Exchange Commission adopted a Rule which required for financial statements for periods ended on or after June 30, 1987, that net commissions paid under Rule 12b-1 Distribution Plans be treated as operating expenses rather than as capital charges. Accordingly, beginning with the fiscal year ended May 31, 1988, the Fund's financial statements reflect 12b-1 Distribution Plan expenses (i.e., shareholder service fees plus commissions paid net of deferred sales charges received by the Fund) as a component of the net investment income section of the financial highlights. (c) Excluding applicable sales charges. (d) "Ratio of total expenses to average net assets" for the year ended May 31, 1996 includes indirectly paid expenses. Excluding indirectly paid expenses for the year ended May 31, 1996, the expense ratio would have been 1.72%. See Notes to Financial Statements. - --------------------------------------- Keystone Small Company Growth Fund (S-4) STATEMENT OF ASSETS AND LIABILITIES May 31, 1996 Assets (Note 1) Investments at market value: (identified cost--$1,401,481,272) $1,991,506,044 Foreign currency holdings: (identified cost--$5,863) 5,781 - ----------------------------------------------------- ----------- Total investments and foreign currency holdings 1,991,511,825 Cash 715 Receivable for: Investments sold 23,564,465 Fund shares sold 10,403,168 Interest and dividends 107,434 Prepaid expenses 101,398 Other assets 151,154 - ----------------------------------------------------- ----------- Total assets 2,025,840,159 - ----------------------------------------------------- ----------- Liabilities (Note 4) Payable for: Investments purchased 16,857,162 Fund shares redeemed 2,974,701 Other accrued expenses and liabilities 205,719 - ----------------------------------------------------- ----------- Total liabilities 20,037,582 - ----------------------------------------------------- ----------- Net assets $2,005,802,577 - ----------------------------------------------------- ----------- Net assets represented by (Notes 1 and 2) Paid-in capital $1,220,629,744 Accumulated distributions in excess on net investment income (7,483) Accumulated net realized gains on investment transactions and foreign currency related transactions 195,155,626 Net unrealized appreciation on investments and foreign currency holdings 590,024,690 - ----------------------------------------------------- ----------- Total net assets applicable to outstanding shares of beneficial interest ($10.35 a share on 193,826,852 shares outstanding) $2,005,802,577 - ----------------------------------------------------- ----------- STATEMENT OF OPERATIONS Year Ended May 31, 1996 Investment income (Note 1) Dividends (less foreign withholding tax of $9,355) $ 3,276,217 Interest 3,732,102 - -------------------------------------- -------- ----------- Total income 7,008,319 - -------------------------------------- -------- ----------- Expenses (Notes 2 and 4) Management fee $ 8,473,139 Transfer agent fees 3,683,215 Accounting, auditing and legal 82,553 Custodian fees 614,103 Printing 79,328 Trustees' fees and expenses 46,542 Distribution Plan expenses 18,458,861 Registration fees 175,282 Miscellaneous expenses 95,483 - -------------------------------------- -------- ----------- Total expenses 31,708,506 Less: Expenses paid indirectly (Note 4) (221,745) - -------------------------------------- -------- ----------- Net expenses 31,486,761 - -------------------------------------- -------- ----------- Net investment loss (24,478,442) - -------------------------------------- -------- ----------- Net realized and unrealized gain (loss) on investments and foreign currency related transactions (Notes 1 and 3) Net realized gain (loss) on: Investments 389,813,838 Foreign currency related transactions (59,334) - -------------------------------------- -------- ----------- Net realized gain on investments and foreign currency related transactions 389,754,504 - ---------------------------------------------------- ----------- Net change in unrealized appreciation on investments 127,581,090 - -------------------------------------- -------- ----------- Net gain on investment and foreign currency related transactions 517,335,594 - -------------------------------------- -------- ----------- Net increase in net assets resulting from operations $492,857,152 - -------------------------------------- -------- ----------- See Notes to Financial Statements. - --------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS
Year Ended Year Ended May 31, 1996 May 31, 1995 ==================================================================== ============ ============== Operations: Net investment loss $ (24,478,442) $ (13,214,945) Net realized gain on investments and foreign currency related transactions 389,754,504 82,349,681 Net change in unrealized appreciation or depreciation on investments 127,581,090 207,499,070 - -------------------------------------------------------------------- ---------- ------------ Net increase in net assets resulting from operations 492,857,152 276,633,806 - -------------------------------------------------------------------- ---------- ------------ Distributions to shareholders from net realized gains on investment transactions (Notes 1 and 5) (173,760,139) (85,473,776) - -------------------------------------------------------------------- ---------- ------------ Capital share transactions (Note 2) Proceeds from shares sold 1,354,600,987 776,843,226 Payments for shares redeemed (1,267,570,849) (582,622,286) Net asset value of shares issued in reinvestment of distributions from capital gains 139,720,568 68,978,844 - -------------------------------------------------------------------- ---------- ------------ Net increase in net assets resulting from capital share transactions 226,750,706 263,199,784 - -------------------------------------------------------------------- ---------- ------------ Total increase in net assets 545,847,719 454,359,814 Net assets: Beginning of year 1,459,954,858 1,005,595,044 - -------------------------------------------------------------------- ---------- ------------ End of year [including undistributed net investment income (accumulated distributions in excess of net investment income) as follows: 1996--($7,483) and 1995--$7,480,848] (Note 1) $ 2,005,802,577 $1,459,954,858 ==================================================================== ========== ============
See Notes to Financial Statements. - --------------------------------------- Keystone Small Company Growth Fund (S-4) NOTES TO FINANCIAL STATEMENTS (1.) Significant Accounting Policies Keystone Small Company Growth Fund (S-4), (the "Fund"), is an open-end diversified management investment company. The Fund was created under Pennsylvania law as a common law trust. Keystone Management, Inc. ("KMI") is the Fund's investment manager and Keystone Investment Management Company ("KEYSTONE") is the Fund's investment adviser. The Fund's investment objective is long-term growth of capital. Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("KII"), a Delaware corporation. KII is a private corporation predominately owned by current and former members of management of Keystone and its affiliates. KMI is a wholly-owned subsidiary of Keystone. Keystone Investor Resource Center, Inc. ("KIRC"), a wholly-owned subsidiary of Keystone, is the Fund's transfer agent. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles which require management to make estimates and assumptions that affect amounts reported herein. Although actual results could differ from these estimates, any such differences are expected to be immaterial relative to the net assets of the Fund. A. Investments are usually valued at the closing sales price, or, in the absence of sales and for over-the-counter securities, the mean of bid and asked quotations. Management values the following securities at prices it deems in good faith to be fair under the direction of the Board of Trustees: (a) securities (including restricted securities) for which complete quotations are not readily available and (b) listed securities if, in the opinion of management, the last sales price does not reflect a current value or if no sale occurred. Short-term investments maturing in sixty days or less are valued at amortized cost (original purchase cost as adjusted for amortization of premium or accretion of discount) which when combined with accrued interest approximates market. Short-term investments maturing in more than sixty days for which market quotations are readily available are valued at current market value. Short-term investments maturing in more than sixty days when purchased which are held on the sixtieth day prior to maturity are valued at amortized cost (market value on the sixtieth day adjusted for amortization of premium or accretion of discount) which when combined with accrued interest approximates market. Market quotations are not considered to be readily available for long-term corporate bonds and notes; such investments are stated at fair value on the basis of valuations furnished by a pricing service, approved by the Trustees, which determines valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. The Fund enters into currency and other financial futures contracts as a hedge against changes in interest or currency exchange rates. A futures contract is an agreement between two parties to buy and sell a specific amount of a commodity, security, financial instrument, or, in the case of a stock index, cash at a set price on a future date. Upon entering into a futures contract, the Fund is required to deposit with a broker an amount ("initial margin") equal to a certain percentage of the purchase price indicated in the futures contract. Subsequent payments ("variation margin") are made or received by the Fund each day, as the value of the underlying instrument or index fluctuates, and are recorded for book purposes as unrealized gains or - --------------------------------------- losses by the Fund. For federal tax purposes, any futures contracts which remain open at fiscal year-end are marked-to-market and the resultant net gain or loss is included in federal taxable income. Investments denominated in a foreign currency are adjusted daily to reflect changes in exchange rates. Foreign currency amounts are translated into United States dollars as follows: market value of investments, assets and liabilities at the daily rate of exchange, purchases and sales of investment, income and expenses at the rate of exchange prevailing on the respective dates of such transactions. Net unrealized foreign exchange gains/losses are a component of unrealized appreciation or depreciation of investments. In addition to market risk, the Fund is subject to the credit risk that the other party will not be able to complete the obligations of the contract. B. Securities transactions are accounted for no later than one business day after the trade date. Realized gains and losses are recorded on the identified cost basis. Interest income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Distributions to shareholders are recorded at the close of business on the ex-dividend date. C. The Fund has qualified, and intends to qualify in the future, as a regulated investment company under the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"). Thus, the Fund is relieved of any federal income tax liability by distributing all of its net taxable investment income and net taxable capital gains, if any, to its shareholders. The Fund intends to avoid excise tax liability by making the required distributions under the Internal Revenue Code. D. When the Fund enters into a repurchase agreement (a purchase of securities whereby the seller agrees to repurchase the securities at a mutually agreed upon date and price) the repurchase price of the securities will generally equal the amount paid by the Fund plus a negotiated interest amount. The seller under the repurchase agreement will be required to provide securities ("collateral") to the Fund whose value will be maintained at an amount not less than the repurchase price, and which generally will be maintained at 101% of the repurchase price. The Fund monitors the value of collateral on a daily basis, and if the value of collateral falls below required levels, the Fund intends to seek additional collateral from the seller or terminate the repurchase agreement. If the seller defaults, the Fund would suffer a loss to the extent that the proceeds from the sale of the underlying securities were less than the repurchase price. Any such loss would be increased by any cost incurred on disposing of such securities. If bankruptcy proceedings are commenced against the seller under the repurchase agreement, the realization on the collateral may be delayed or limited. Repurchase agreements entered into by the Fund will be limited to transactions with dealers or domestic banks believed to present minimal credit risks. The Fund will take constructive receipt of all securities underlying repurchase agreements until such agreements expire. Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund, along with certain other Keystone funds, may transfer uninvested cash balances into a joint trading account. These balances are invested in one or more repurchase agreements that are fully collateralized by U.S. Treasury and/or Federal Agency obligations. E. In connection with portfolio purchases and sales of securities denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts ("contracts"). Additionally, from time to time the Fund may enter into contracts to hedge certain foreign currency assets. Contracts are - --------------------------------------- Keystone Small Company Growth Fund (S-4) recorded at market value and marked-to-market daily. Realized gains and losses arising from such transactions are included in net realized gain (loss) on foreign currency related transactions. The Fund is subject to the credit risk that the other party will not complete the obligations of the contract. F. The Fund intends to distribute its net investment income and net capital gains, if any, annually. Distributions are determined in accordance with income tax regulations. Distributions from taxable net investment income and net capital gains can exceed book basis net income and net capital gains. The significant differences between financial statement amounts available for distribution and distributions made in accordance with income tax regulations are primarily due to net operating losses generated by the Fund and distributions paid through shareholder redemptions. (2.) Capital Share Transactions The Trust agreement authorizes the issuance of an unlimited number of shares of beneficial interest with a par value of $1.00. Transactions in shares of the Fund were as follows: Year Ended Year Ended May 31, 1996 May 31, 1995 ===================== ============ ============= Sales 141,592,081 102,978,570 Redemptions (131,599,635) (75,737,013) Reinvestment of distributions from realized capital gains 14,560,340 10,332,058 - --------------------- ---------- ----------- Net increase 24,552,786 37,573,615 ===================== ========== =========== The Fund bears some of the costs of selling its shares under a Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Distribution Plan, the Fund pays Keystone Investment Distributors Company ("KIDCO"), the principal underwriter and a wholly- owned subsidiary of Keystone, amounts which in total may not exceed the Distribution Plan maximum. The Fund's shares are offered for sale at net asset value without any initial sales charge. In connection with the Distribution Plan, and subject to the limitations discussed below, KIDCO generally re-allows to broker-dealers or others commissions, equal to 4.00% of the price paid to the Fund for each sale of Fund shares as well as a shareholder service fee at a rate of 0.25% per annum of the net asset value of shares maintained by such recipients and outstanding on the books of the Fund for specified periods. The Distribution Plan provides that the Fund may expend up to 0.3125% quarterly (approximately 1.25% annually) of the Fund's average daily net assets to pay distribution costs for sale of its shares and to pay shareholder service fees. Rules adopted by the National Association of Securities Dealers, Inc. ("NASD") limit the annual expenditures that the Fund may incur under the Distribution Plan to 1.00% of the Fund's average daily net asset value, of which 0.75% may be used to pay such distribution costs and 0.25% may be used to pay shareholder service fees. NASD rules also limit the aggregate amount which the Fund may pay for such distribution costs to 6.25% of gross share sales since the inception of the Fund's Distribution Plan, plus interest at the prime rate plus 1.00% per annum on unpaid amounts thereof (less any contingent deferred sales charges paid by the shareholders to KIDCO) remaining unpaid from time to time. Contingent deferred sales charges applicable to shares of the Fund are to the extent permitted by the NASD Rule, paid to KIDCO. KIDCO intends, but is not obligated, to continue to pay or accrue distribution costs and services which - --------------------------------------- exceed current maximum annual payments it is permitted to receive from the Fund. KIDCO intends to seek full payment of such amounts from the Fund (together with annual interest thereon at the prime rate plus 1.00%) at such time in the future as, and to the extent that, payment thereof by the Fund would be within permitted limits. Unreimbursed expense in respect of fiscal year end was $3,165,670 at fiscal year end. The amount paid by the Fund under its Distribution Plan for the year ended May 31, 1996 was $18,458,861 (1.00% of the Fund's average daily net asset value during the year). During the year ended May 31, 1996, KIDCO made payments of commissions on new sales to dealers and others of $21,624,531. (3.) Securities Transactions Cost of purchases and proceeds from sales of investment securities excluding short-term securities during the year ended May 31, 1996 were $1,720,676,250 and $1,686,968,962, respectively. (4.) Investment Management and Transactions With Affiliates Under the terms of the Investment Management Agreement between KMI and the Fund, KMI provides investment management and administrative services to the Fund. In return, KMI is paid a management fee computed and paid daily. The management fee is calculated by applying percentage rates, which start at 0.70% and decline as net assets increase, to 0.35% per annum, to the net asset value of the Fund. KMI has entered into an Investment Advisory Agreement with Keystone under which Keystone provides investment advisory and management services to the Fund and receives for its services an annual fee representing 85% of the management fee received by KMI. During the year ended May 31, 1996, the Fund paid or accrued to KMI investment management and administrative services fees of $8,473,139 which represented 0.46% of the Fund's average daily net asset value during the period. Of such amount paid to KMI, $7,202,168 was paid to Keystone for its services to the Fund. During the year ended May 31, 1996, the Fund paid or accrued to KII and KIRC $20,669 for certain accounting and printing services, and $3,683,215 for transfer agent fees, respectively. The Fund has entered into an expense offset arrangement with its custodian. For the year ended May 31, 1996 the Fund paid or accrued total custody fees in the amount of $614,103 and received a credit of $221,745 pursuant to the expense offset arrangement resulting in a net custody expense of $392,358. The assets deposited with the custodian under the expense offset arrangement could have been invested in income-producing assets. (5.) Distributions to Shareholders A distribution of $1.02 per share was declared on June 17, 1996 from the taxable net long-term capital gains realized during the fiscal year ended May 31, 1996. This declaration was payable by July 5, 1996 to shareholders of record June 25, 1996. This distribution is not reflected in the accompanying financial statements. (6.) Other Shareholders will receive upon request a list of securities in the Fund's portfolio as of the end of a fiscal quarter of the Fund. - --------------------------------------- Keystone Small Company Growth Fund (S-4) INDEPENDENT AUDITORS' REPORT The Trustees and Shareholders Keystone Small Company Growth Fund (S-4) We have audited the accompanying statement of assets and liabilities of Keystone Small Company Growth Fund (S-4), including the schedule of investments as of May 31, 1996, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the ten-year period then ended. These financial statements and financial highlights are the responsibility of the Fund's 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 confirmation of securities owned as of May 31, 1996 by correspondence with the custodian and brokers. 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 that 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 Keystone Small Company Growth Fund (S-4) as of May 31, 1996, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the ten-year period then ended in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Boston, Massachusetts June 28, 1996 KEYSTONE SMALL COMPANY GROWTH FUND (S-4) PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits Item 24 (a). FINANCIAL STATEMENTS All financial statements listed below are included in Registrant's Statement of Additional Information. Schedule of Investments May 31, 1996 Financial Highlights For the fiscal years ended May 31, 1987 through May 31, 1996 Statement of Assets and Liabilities May 31, 1996 Statement of Operations Fiscal year ended May 31, 1996 Statements of Changes in Net Assets Fiscal years ended May 31, 1995 and 1996 Notes to Financial Statements May 31, 1996 Independent Auditors' Report June 28, 1996 All other schedules are omitted as the required information is inapplicable. Item 24(b). Exhibits (1) Copies of the Trust Agreement as amended May 1983; the Trust Agreement as amended May 1988; and the Restatement of Trust Agreement, dated December 19, 1989, restating the Trust Agreement in its entirety, were filed with Post-Effective Amendment No. 122 to Registration Statement No. 2-10529/811-101 ("Post-Effective Amendment No. 122") as Exhibit 24(b)(1) and are incorporated by reference herein. (2) The copy of the Registrant's By-Laws was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(2) and is incorporated by reference herein. (3) Not applicable. (4) (A) A specimen of the security issued by the Fund was filed with Post-Effective Amendment No. 40 to Registration Statement No. 2-10529/811-101 as Exhibit 24(b)(4) and is incorporated by reference herein. (B) Registrant's Restatement of Trust, Articles III, V, VI, and VIII were filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(1) and are incorporated by reference herein. (C) Registrant's By-Laws, Article 2 was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(2) and is incorporated by reference herein. (5) (A) A copy of the Investment Management Agreement between the Registrant and Keystone Management, Inc., dated August 19, 1993, was filed with Post-Effective Amendment No.122 as Exhibit 24(b)(5)(A) and is incorporated by reference herein. (B) A copy of the Investment Advisory Agreement between Keystone Management, Inc. and Keystone Investment Management Company, dated August 19, 1993, was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(5)(B)and is incorporated by reference herein. (6) (A) A copy of the form of Principal Underwriting Agreement between Registrant and Keystone Investment Distributors Company, dated August 19, 1993, was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(6)(A) and is incorporated by reference herein. A copy of the form of Dealer Agreement used by Keystone Investment Distributors Company was filed with Post-Effective Amendment No. 118 to the Fund's Registration Statement No. 2-10529/811-101 as part of Exhibit 24(b)(6)(A) and is incorporated by reference herein. (B) Copies of Registrant's respective Underwriting Agreements with Kokasai Securities Co., Ltd. and Nomura Securities Co., Ltd., dated December 29, 1989, were filed with Post- Effective Amendment No. 122 as Exhibit 24(b)(6)(B) and are incorporated by reference herein. (7) Not applicable. (8) A copy of Registrant's Custodian, Fund Accounting and Recordkeeping Agreement with State Street Bank and Trust Company, dated December 31, 1979, and amendments thereto were filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(8) and are incorporated by reference herein. (9) Not applicable. (10) An opinion and a consent of counsel with respect to the registration of 22,254,845 additional shares of the Fund pursuant to Section 24(e)(1) of the 1940 Act is filed herewith as Exhibit 24(b)(10). (11) Consent as to use of opinion of the Registrant's Independent Auditors Report is filed herewith as Exhibit 24(b)(11). (12) Not applicable. (13) Not applicable. (14) Copies of model plans used in the establishment of Retirement Plans plans in connection with which the Registrant offers its securities were filed with Post-Effective Amendment No. 66 to the Registration Statement No. 33-28183/811-1600 of Keystone Balanced Income Fund (K-1) (formerly named Keystone Custodian Fund, Series K-1) as Exhibit 24(b)(14) and are incorporated by reference herein. (15) A copy of Registrant's Distribution Plan adopted pursuant to Rule 12b-1 was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(15) and incorporated by reference herein. (16) A schedule for computation of total return for Registrant's one, five, and ten year periods ending May 31, 1996 is filed herewith as Exhibit 24 (b)(16). (17) The Financial Data Schedule is filed herewith as Exhibit (24(b)(17). (18) Not applicable. (19) Powers of Attorney are filed herewith as Exhibit 24(b)(19). 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 August 30, 1996 -------------- ----------------------------- Shares of $1.00 92,214 Par Value Item 27. Indemnification Provisions for the indemnification of the Registrant's Trustees and officers are contained in Article VIII of Restatement of Trust, a copy of which was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(1) and is incorporated by reference herein. Provisions for the indemnification of Kokasai Securities Co., Ltd. and Nomura Securities Co., Ltd., underwriters for the sale of Registrant's securities in Japan, are contained in Section 11 of Registrant's respective Underwriting Agreements with said entities, copies of which were filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(6)(B) and are incorporated by reference herein. Provisions for the indemnification of Registrant's Trustees and officers are contained in Section 9 of the Principal Underwriting Agreement, a copy of which was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(6)(A) and is incorporated by reference herein. Provisions for the indemnification of Keystone Management, Inc. and Keystone Investment Management Company, Registrant's investment manager and investment adviser, are contained in Section 6 of Registrant's Investment Management Agreement and Section 5 of Registrant's Investment Advisory Agreement, copies of which were filed with Post-Effective Amendment No. 122 as Exhibits 24(b)(5)(A) and 24(b)(5)(B) and are incorporated by reference herein. Item 28. Business and other Connections of Investment Adviser The following tables list the names of the various officers and directors of Keystone Management, Inc. and Keystone Investment Management Company, Registrant's investment manager and investment adviser, respectively, and their respective positions. For each named individual, the tables list, for the past two years, (i) any other organizations (for Keystone Investment Management Company, excluding investment advisory clients) with which the officer and/or director has had or has substantial involvement; and (ii) positions held with such organizations. LIST OF OFFICERS AND DIRECTORS OF KEYSTONE MANAGEMENT, INC. Position with Keystone Other Management, Business Name Inc. Affiliations Albert H. Chairman of Chairman of the Board, Elfner, III the Board, Chief Executive Officer, Chief Execu- President and Director: tive Officer, Keystone Investments, Inc. President and Keystone Software, Inc. Director Keystone Asset Corporation Keystone Capital Corporation Keystone Investments Family of Funds Chairman of the Board and Director: Keystone Investment Management Company Keystone Institutional Company, Inc. Keystone Fixed Income Advisers, Inc. President and Director: Keystone Trust Company Director or Trustee: Fiduciary Investment Company, Inc. Keystone Investor Resource Center, Inc. Boston Children's Services Association Middlesex School Middlebury College Former Trustee or Director: Neworld Bank Edward F. Godfrey Treasurer and Senior Vice President, Director Chief Financial Officer, Treasurer and Director Keystone Investments, Inc. Keystone Investment Management Company Keystone Investment Distributors Company Treasurer: Keystone Institutional Company, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. Former Treasurer and Dirctor: Hartwell Keystone Advisers, Inc. Senior Vice President: Keystone Investments Family of Funds Ralph J. Director President and Director: Spuehler, Jr. Keystone Investment Distributors Company Chairman and Director: Keystone Investor Resource Center, Inc. Keystone Investment Management Company Senior Vice President and Director: Keystone Investments, Inc. Treasurer: Hartwell Emerging Growth Fund Former President: Keystone Management, Inc. Former Treasurer: Keystone Investments, Inc. Keystone Investment Management Company Rosemary D. Van Senior Vice General Counsel, Senior Antwerp President, Vice President and Secretary: General Counsel Keystone Investments, Inc. and Secretary Senior Vice President and General Counsel: Keystone Institutional Company, Inc. Senior Vice President, General Counsel and Director: Keystone Investor Resource, Center, Inc. Fiduciary Investment Company, Inc. Keystone Investment Distributors Company Senior Vice President, General Counsel, Director and Secretary: Keystone Management, Inc. Keystone Software, Inc. Formerly Senior Vice President and Secretary: Hartwell Keystone Advisers, Inc. Vice President and Secretary: Keystone Fixed Income Advisers, Inc. John D. Rogol Vice President Vice President and and Controller Controller: Keystone Investments, Inc. Keystone Investment Management Company Keystone Investment Distributors Company Keystone Institutional Company, Inc. Fiduciary Investment Company, Inc. Keystone Software, Inc. Advisers, Inc. J. Kevin Kenely Vice President Vice President: Keystone Investments, Inc. Keystone Investment Distributors Company Keystone Institutional Company, Inc. Keystone Investment Management Company Keystone Institutional Company, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. Formerly Controller: Keystone Investments, Inc. Keystone Investment Management Company Keystone Investment Distributors Company Keystone Institutional Company, Inc. Keystone Management, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. Michael A. Thomas Vice President Vice President: Keystone Investments, Inc. LIST OF OFFICERS AND DIRECTORS OF KEYSTONE INVESTMENT MANAGEMENT COMPANY Position with Keystone Other Investment Business Name Management Company Affiliations - ---- ------------------ ------------ Albert H. Chairman of Chairman of the Board, Elfner, III the Board, Chief Executive Officer, Chief Executive President and Director: Officer,and Keystone Investments, Inc. Director Keystone Management, Inc. Keystone Software, Inc. Keystone Asset Corporation Keystone Capital Corporation Chairman of the Board and Director: Keystone Fixed Income Advisers, Inc. Keystone Institutional Company, Inc. President and Director: Keystone Trust Company Director or Trustee: Fiduciary Investment Company, Inc. Keystone Investment Distributors Company Keystone Investor Resource Center, Inc. Boston Children's Services Associates Middlesex School Middlebury College Former Trustee or Director: Neworld Bank Robert Van Partners, Inc. Philip M. Byrne Director President and Director: Keystone Institutional Company, Inc. Senior Vice President: Keystone Investments, Inc. Herbert L. Senior Vice None Bishop, Jr. President Donald C. Dates Senior Vice None President Gilman Gunn Senior Vice None President Edward F. Director, Director, Senior Vice Godfrey Senior Vice President President, Chief Financial Officer and Treasurer and Treasurer: Chief Financial Keystone Investments, Inc. Officer Keystone Investment Distributors Company Treasurer: Keystone Institutional Company, Inc. Keystone Management, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. Former Treasurer and Director: Hartwell Keystone Advisers, Inc. James R. McCall Director and None President Ralph J. Director President and Director: Spuehler, Jr. Keystone Investment Distributors Company Senior Vice President and Director: Keystone Investments, Inc. Chairman and Director: Keystone Investor Resource Center, Inc. Keystone Management, Inc. Formerly President: Keystone Management, Inc. Formerly Treasurer: Keystone Investments, Inc. Keystone Investment Management Company Rosemary D. Senior Vice General Counsel, Senior Van Antwerp President, Vice President and General Counsel Secretary: and Secretary Keystone Investments, Inc. Senior Vice President and General Counsel: Keystone Institutional Company, Inc. Senior Vice President, General Counsel and Director: Keystone Investor Resource Center, Inc. Fiduciary Investment Company, Inc. Keystone Investment Distributors Company Senior Vice President, General Counsel, Director and Secretary: Keystone Management, Inc. Keystone Software, Inc. Former Senior Vice President and Secretary: Hartwell Keystone Advisers, Inc. Vice President and Secretary: Keystone Fixed Income Advisers, Inc. J. Kevin Kenely Vice President Vice President: Keystone Investments, Inc. Keystone Investment Distributors Company Keystone Institutional Company, Inc. Keystone Management, Inc. Keystone Institutional Company, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. Formerly Controller: Keystone Investments, Inc. Keystone Investment Management Company Keystone Investment Distributors Company Keystone Institutional Company, Inc. Keystone Management, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. John D. Rogol Vice President Vice President and and Controller Controller: Keystone Investments, Inc. Keystone Invesmtent Distributors Company Keystone Institutional Company, Inc. Keystone Management, Inc. Keystone Software, Inc. Fiduciary Investment Company, Inc. Controller: Keystone Asset Corporation Keystone Capital Corporation Robert K. Vice President None Baumback Betsy A. Blacher Senior Vice None President Francis X. Claro Vice President None Kristine R. Vice President None Cloyes Christopher P. Senior Vice None Conkey President Richard Cryan Senior Vice None President Maureen E. Senior Vice None Cullinane President George E. Dlugos Vice President None Antonio T. Docal Vice President None Sami J. Karam Vice President None George J. Kimball Vice President None JoAnn L. Lyndon Vice President None John C. Vice President None Madden, Jr. Stephen A. Marks Vice President None Eleanor H. Marsh Vice President None Walter T. Senior Vice None McCormick President Barbara McCue Vice President None Stanley M. Niksa Vice President None Robert E. O'Brien Vice President None Margery C. Parker Vice President None William H. Vice President None Parsons Daniel A. Rabasco Vice President None Kathy K. Wang Vice President None Judith A. Warners Vice President None Joseph J. Asst. Vice None Decristofaro President Item 29. Principal Underwriter Keystone Investment Distributors Company, which acts as Registrant's principal underwriter, also acts as principal underwriter for the following entities: Keystone Balanced Fund II Keystone America Hartwell Emerging Growth Fund, Inc. Keystone Quality Bond Fund (B-1) Keystone Diversified Bond Fund (B-2) Keystone High Income Bond Fund (B-4) Keystone Balanced Fund (K-1) Keystone Strategic Growth Fund (K-2) Keystone Growth and Income Fund (S-1) Keystone Mid-Cap Growth Fund (S-3) Keystone Capital Preservation and Income Fund Keystone Fund of the America Keystone Fund for Total Return Keystone Global Opportunities Fund Keystone Government Securities Fund Keystone Intermediate Term Bond Fund Keystone International Fund Inc. Keystone Liquid Trust Keystone Omega Fund Keystone Precious Metals Holdings, Inc. Keystone Small Company Growth Fund II Keystone State Tax Free Fund Keystone State Tax Free Fund - Series II Keystone Global Resources and Development Fund Keystone Strategic Income Fund Keystone Tax Free Income Fund Keystone Tax Free Fund Keystone World Bond Fund (b) For information with respect to each officer and director of Registrant's principal underwriter, see the following pages. Item 29(b) (continued). Name and Position and Offices with Position and Principal Keystone Investment Offices with Business Address Distributors Company the Fund - ---------------- ------------------------- ------------ Ralph J. Spuehler* Director, President None Edward F. Godfrey* Director, Senior Vice Senior Vice President, Treasurer President and Chief Financial Officer Rosemary D. Van Antwerp* Director, Senior Vice Senior Vice President, General Counsel President and Secretary Albert H. Elfner, III* Director President Charles W. Carr* Senior Vice President None Peter M. Delehanty* Senior Vice President None J. Kevin Kenely* Vice President Treasurer John D. Rogol* Vice President and None Controller Gregg A. Mahalich Divisional Vice None 14952 Richards Drive W. President Minnetonka, MN 55345 C. Kenneth Molander Divisional Vice None 8 King Edward Drive President Londenderry, NH 03053 William L. Carey, Jr. Regional Manager and None 4 Treble Lane Vice President Malvern, PA 19355 John W. Crites Regional Manager and None 2769 Oakland Circle W. Vice President Aurora, CO 80014 Richard J. Fish Regional Manager and None 309 West 90th Street Vice President New York, NY 10024 Michael E. Gathings Regional Manager and None 245 Wicklawn Way Vice President Roswell, GA 30076 Paul D. Graffy Regional Manager and None 15509 Janas Drive Vice President Lockport, IL 60441 Robert G. Holz, Jr. Regional Manager and None 313 Meadowcrest Drive Vice President Richardson, Texas 75080 Todd L. Kobrin Regional Manager and None 20 Iron Gate Vice President Metuchen, NJ 08840 Ralph H. Johnson Regional Manager and None 345 Masters Court, #2 Vice President Walnut Creek, CA 94598 Robert P. Matson Regional Manager and None 4557 N. O'Connor Blvd. Vice President No. 1286 Irving, TX 75062 Paul J. McIntyre Regional Manager and None 118 Main Centre, #203 Vice President Northville, MI 48167 Thomas O. Meloy Regional Manager and None 2808 McKinney Ave. Vice President No. 141 Dallas, TX 75204 Alan V. Niemi Regional Manager and None 3511 Grant Street and Vice President Lee's Summit, MO 64064 Ronald L. Noble Regional Manager and None 428 N. Adventure Trail and Vice President Virginia Beach, VA 23454 Juliana Perkins Regional Manager and None 2348 West Adrian Street Vice President Newbury Park, CA 91320 Matthew D. Twomey Regional Manager and None 9627 Sparrow Court Vice President Ellicott City, MD 21042 Mitchell I. Weiser Regional Manager and None 7031 Ventura Court Vice President Parkland, FL 33067 L. Welden Evans Regional Banking Officer None 490 Huntcliff Green and Vice President Atlanta, GA 30350 Raymond P. Ajemian* Manager and Vice President None Jonathan I. Cohen* Vice President None Michael S. Festa* Vice President None Russell A. Haskell* Vice President None Robert J. Matson* Vice President None John M. McAllister* Vice President None Mark Minnucci* Vice President None Ashley M.Norwood* Assistant Vice President None Burton Robbins Vice President None 1586 Folkstone Terrace Westlake Village, CA 91361 Julie A. Robinson* Vice President None Thomas E. Ryan, III* Vice President None Joan M. Balchunas* Assistant Vice President None Thomas J. Gainey* Assistant Vice President None Lyman Jackson* Assistant Vice President None Eric S. Jeppson* Assistant Vice President None Peter M. Sullivan Assistant Vice President None 21445 Southeast 35th Way Issaquah, WA 98027 Jean S. Loewenberg* Assistant Secretary Assistant Secretary Colleen L. Mette* Assistant Secretary Assistant Secretary Dorothy E. Bourassa* Assistant Secretary Assistant Secretary * Located at 200 Berkeley Street, Boston, Massachusetts 02116-5034 Item 29(c). - Not applicable Item 30. Location of Accounts and Records 200 Berkeley Street Boston, Massachusetts 02116-5034 State Street Bank and Trust Company 1776 Heritage Drive Quincy, Massachusetts 02171 Iron Mountain 3431 Sharpslot Road Swansea, Massachusetts 02777 Item 31. Management Services Not applicable. Item 32. Undertakings Upon request and without charge, Registrant hereby undertakes to furnish each person to whom a copy of the Registrant's prospectus is delivered with a copy of the Registrant's latest annual report to shareholders. 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 25th day of September 1996. KEYSTONE SMALL COMPANY GROWTH FUND (S-4) 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 25th day of September 1996. SIGNATURES TITLE /s/ George S. Bissell Chairman of the Board George S. Bissell* and Trustee /s/ Albert H. Elfner,III Chief Executive Officer, Albert H. Elfner, III* President, and Trustee /s/ J. Kevin Kenely Treasurer (Principal Financial J. Kevin Kenely* and Accounting Officer) *By:/s/ James M. Wall James M. Wall** Attorney-in-Fact 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). INDEX TO EXHIBITS Page Number In Sequential Exhibit Number Exhibit Numbering System 1 Trust Agreement, amended May 19831 Trust Agreement, amended May 19881 Restatement of Trust Agreement dated December 19891 2 By-Laws1 4 Specimen Stock Certificate2 5 (A) Investment Management Agreement1 (B) Investment Advisory Agreement1 6 (A) Principal Underwriting Agreement and Dealers Agreement1 (B) Additional Underwriting Agreements1 8 Custodian, Fund Accounting and Recordkeeping Agreement and Amendments thereto1 10 Opinion and Consent of Counsel3 11 Independent Auditors' Consent3 14 Model Retirement Plans5 15 Distribution Plan1 16 Performance Data Schedule4 17 Financial Data Schedule (filed as Exhibit 27)4 19 Powers of Attorney4 - -------------------------------- 1Incorporated herein by reference to Post-Effective Amendment No. 122 to Registration Statement No. 2-10529/811-101. 2Incorporated herein by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-10529/811-101. 3Filed herewith 4Incorporated herein by reference to Post-Effective Amendment No. 66 to Registration Statement No. 33-28183/811-1600 of Keystone Balanced Income Fund (K-1). EX-99.B10 2 OPINION AND CONSENT OF COUNSEL September 25, 1996 Keystone Small Company Growth Fund (S-4) 200 Berkeley Street Boston, MA 02116-5034 Ladies and Gentlemen: I am a Senior Vice President of and General Counsel to Keystone Investment Management Company, the investment adviser to Keystone Small Company Growth Fund (S-4) (the "Fund"). You have asked for my opinion with respect to the proposed issuance of 22,254,845 additional shares of the Fund. To my knowledge, a Prospectus is being filed with the Securities and Exchange Commission (the "Commission") as part of this Post-Effective Amendment No. 124 to the Fund's Registration Statement, which will cover 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 Trust Agreement, as restated and amended (the "Trust Agreement"), and offering Prospectus, will be legally issued, fully paid, an nonassessable by the Fund, entitling the holders thereof to the rights set forth in the Trust Agreement and subject to the limitations set forth therein. My opinion is based upon my examination of the Fund's Trust Agreement 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. 124 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 EX-99.B11 3 INDEPENDENT AUDITORS' CONSENT CONSENT OF INDEPENDENT AUDITORS The Trustees and Shareholders Keystone Small Company Growth Fund (S-4) We consent to the use of our report dated June 28, 1996. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Boston, Massachusetts September 25, 1996 EX-99.B16 4 PERFORMANCE DATA SCHEDULE
S-4 MTD YTD ONE YEAR THREE YEAR THREE YEAR FIVE YEAR FIVE YEAR 31-May-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED with cdsc N/A 7.58% 30.03% 74.64% 20.42% 156.56% 20.74% W/O CDSC 2.27% 10.58% 33.03% 75.64% 20.65% 156.56% 20.74% Beg dates 30-Apr-96 29-Dec-95 31-May-95 31-May-93 31-May-93 31-May-91 31-May-91 Beg Value (no load) 54,743 50,632 42,087 31,877 31,877 21,822 21,822 End Value (W/O CDSC) 55,988 55,988 55,988 55,988 55,988 55,988 55,988 End Value (with cdsc) 54,469 54,725 55,669 55,669 55,988 55987.659027 beg nav 10.12 9.36 8.62 7.95 7.95 7.17 7.17 end nav 10.35 10.35 10.35 10.35 10.35 10.35 10.35 shares originally purhased 5,409.44 5,409.44 4,882.47 4,009.65 4,009.65 3,043.53 3,043.53 TIME 3 5 INCEPTION DATE 31-Mar-81 S-4 31-May-96 S-4 TEN YEAR TEN YEAR 31-May-96 TOTAL RETURN COMPOUNDED with cdsc 291.83% 14.63% W/O CDSC 291.83% 14.63% Beg dates 30-May-86 30-May-86 Beg Value (no load) 14,289 14,289 End Value (W/O CDSC) 55,988 55,988 End Value (with cdsc) 55,988 55987.659027 beg nav 7.60 7.6 end nav 10.35 10.35 shares originally purhased 1,880.08 1,880.08 TIME 10 INCEPTION DATE 31-Mar-81
EX-99.19 5 POWERS OF ATTORNEY 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 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 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 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 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 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 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 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 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 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 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 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 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 EX-27 6 FDS
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING RECORDS. 101 KEYSTONE SMALL COMPANY GROWTH FUND (S-4) CLASS A 12-MOS MAY-31-1996 JUN-01-1995 MAY-31-1996 1,401,487,135 1,991,511,825 34,075,067 253,267 0 2,025,840,159 20,037,582 0 0 20,037,582 0 1,220,629,744 193,826,852 169,274,066 0 (7,483) 195,155,626 0 590,024,690 2,005,802,577 3,276,217 3,732,102 0 (31,486,761) (24,478,442) 389,754,504 127,581,090 492,857,152 0 0 (173,760,139) 0 141,592,081 (131,599,635) 14,560,340 545,847,719 7,480,848 59,421,377 0 0 (8,473,139) 0 (31,708,506) 1,833,222,927 8.62 (0.13) 2.87 0.00 (1.01) 0.00 10.35 1.72 0 0
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