-----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, L1V5RbhBhrUVkGO00aek4M4jDC/yotSz2fgDhmwBjMYLT0yGihMJsqCrFzg5MPVe mKHjfuV1ebpIYOKGJY+3rw== 0000950156-95-000715.txt : 19951002 0000950156-95-000715.hdr.sgml : 19951002 ACCESSION NUMBER: 0000950156-95-000715 CONFORMED SUBMISSION TYPE: 485B24E PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950927 EFFECTIVENESS DATE: 19950927 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: 95576409 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 REGISTRATION STATEMENT PEA 123 485B24E AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPTEMBER 27, 1995 File Nos. 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. 123 X --- and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. 29 --- KEYSTONE SMALL COMPANY GROWTH FUND (S-4) (formerly named Keystone Custodian Fund, Series 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, Massachusetts 02116-5034 (Name and Address of Agent for Service) It is proposed that this filing will become effective X immediately upon filing pursuant to paragraph (b) - --- on (date) pursuant to paragraph (b) - --- 60 days after filing pursuant to paragraph (a)(1) - --- on (date) pursuant to paragraph (a)(1) - --- 75 days after filing pursuant to paragraph (a)(2) - --- on (date) pursuant to paragraph (a)(2) of Rule 485. CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of Being Being Price Offering Registration Registered Registered Per Unit* Price** Fee - ------------------------------------------------------------------ Shares of 31,526,200 $9.81 $289,993 $100 $1.00 Par Value - ------------------------------------------------------------------ * Computed under Rule 457(d) on the basis of the offering price per share at the close of business on September 14, 1995. ** The calculation of the maximum aggregate offering price is made pursuant to Rule 24e-2 under the Investment Company Act of 1940. 75,737,013 shares of the Fund were redeemed during its fiscal year ended May 31, 1995. Of such shares, 44,240,374 were used for a reduction pursuant to Rule 24f-2(c) during the current year. The remaining 31,496,639 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 Registrant's most recent fiscal year ended May 31, 1995 was filed on July 13, 1995. KEYSTONE SMALL COMPANY GROWTH FUND (S-4) CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 123 to REGISTRATION STATEMENT This Post-Effective Amendment No. 123 to Registration Statement No. 2-10529/811-101 incorporates by reference, without change, all other information contained in Post-Effective Amendment No. 122 to registration Statement No. 2-10529/811-101. 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 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 27th day of September, 1995. KEYSTONE SMALL COMPANY GROWTH FUND (S-4) By: /s/ George S. Bissell --------------------------- George S. Bissell* Chairman of the Board *By: /s/ Melina M.T. Murphy --------------------------- Melina M.T. Murphy** Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 27th day of September, 1995. SIGNATURES TITLE - ---------- ----- /s/ George S. Bissell Chairman of the Board and Trustee - --------------------------- George S. Bissell* /s/ Albert H. Elfner, III Chief Executive Officer, President - --------------------------- and Trustee Albert H. Elfner, III* /s/ Kevin J. Morrissey Treasurer (Principal Financial - --------------------------- and Accounting Officer) Kevin J. Morrissey* *By: /s/ Melina M.T. Murphy --------------------------- Melina M.T. Murphy** 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/ Melina M.T. Murphy --------------------------- Melina M.T. Murphy** Attorney-in-Fact **Melina M. T. Murphy, by signing her name hereto, does hereby sign this document on behalf of each of the above-named Trustees and officers of the Registrant pursuant to Powers of Attorney duly executed by such persons and attached hereto as Exhibit 24(b)(19). 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 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 27th day of September, 1995. KEYSTONE SMALL COMPANY GROWTH FUND (S-4) By: /s/ George S. Bissell --------------------------- George S. Bissell* Chairman of the Board *By: /s/ Melina M.T. Murphy --------------------------- Melina M.T. Murphy** Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 27th day of September, 1995. SIGNATURES TITLE - ---------- ----- /s/ George S. Bissell Chairman of the Board and Trustee - --------------------------- George S. Bissell* /s/ Albert H. Elfner, III Chief Executive Officer, President - --------------------------- and Trustee Albert H. Elfner, III* /s/ Kevin J. Morrissey Treasurer (Principal Financial - --------------------------- and Accounting Officer) Kevin J. Morrissey* *By: --------------------------- Melina M.T. Murphy** 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: --------------------------- Melina M.T. Murphy** Attorney-in-Fact **Melina M. T. Murphy, by signing her name hereto, does hereby sign this document on behalf of each of the above-named Trustees and officers of the Registrant pursuant to Powers of Attorney duly executed by such persons and attached hereto as Exhibit 24(b)(19). INDEX TO EXHIBITS Page Number Exhibit In Sequential Number Exhibit Numbering System ------- ------- ---------------- 1 Trust Agreement, amended May 1983(3) Trust Agreement, amended May 1988(3) Restatement of Trust Agreement dated December 1989(3) 2 By-Laws(3) 4 Specimen Stock Certificate(1) 5 (A) Investment Management Agreement(3) (B) Investment Advisory Agreement(3) 6 (A) Principal Underwriting Agreement(3) Dealers Agreement (B) Additional Underwriting Agreements(3) 8 Custodian, Fund Accounting and Recordkeeping Agreement(3) Amendments to Custody, Fund Accounting, and Recordkeeping Agreement(3) 10 Opinion and Consent of Counse(l) 11 Independent Auditors' Consent(3) 14 Model Retirement Plans(2) 15 Distribution Plan(3) 16 Performance Data Schedules(3) 17 Financial Data Schedule (filed as Exhibit 27)(3) 19 Powers of Attorney - ---------------------------------- (1) Incorporated herein by reference to Post-Effective Amendment No. 40 to Registration Statement No. 2-10529/811-101. (2) Incorporated herein by reference to Post-Effective Amendment No. 66 to Registration Statement No. 33-28183/811-1600 of Keystone Balanced Income Fund (K-1). (3) Incorporated herein by reference to Post-Effective Amendment No. 122 to Registration Statement No. 2-10529/811-101. EX-99.10 2 OPINION AND CONSENT OF COUNSEL EXHIBIT 99.10 September 27, 1995 Keystone Small Company Growth Fund (S-4) 200 Berkeley Street Boston, Massachusetts 02116-5034 Gentlemen: I am a Senior Vice President of and General Counsel to Keystone Investment Management Company (formerly named Keystone Custodian Funds, Inc.) 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 31,526,200 additional shares of the Fund. To my knowledge, a Prospectus is on file with the Securities and Exchange Commission (the "Commission") as part of Post-Effective Amendment No. 122 to the Fund's Registration Statement, which covers the public offering and sale of the Fund shares currently registered with the Commission. In my opinion, such additional shares, when issued and sold in accordance with the Fund's Declaration of Trust Agreement, as amended and restated, ("Declaration of Trust") and offering Prospectus, will be legally issued, fully paid, and nonassessable by the Fund, entitling the holders thereof to the rights set forth in the Declaration of Trust and subject to the limitations set forth therein. My opinion is based upon my examination of the Fund's Declaration of Trust 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. 123 to the Fund's Registration Statement, which covers the registration of such additional shares. Very truly yours, Rosemary D. Van Antwerp Senior Vice President and General Counsel EX-99.19 3 POWERS OF ATTORNEY EXHIBIT 99.19 POWER OF ATTORNEY I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T. Murphy, each of them singly, my true and lawful attorneys, with full power to them and each of them to sign for me and in my name in the capacity indicated below any and all registration statements, including, but not limited to, Forms N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all amendments thereto to be filed with the Securities and Exchange Commission for the purpose of registering from time to time all investment companies of which I am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser or Manager and registering from time to time the shares of such companies, and generally to do all such things in my name and in my behalf to enable such investment companies to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all requirements and regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all registration statements and amendments thereto. /s/ George S. Bissell George S. Bissell Director/Trustee, Chairman of the Board Dated: December 14, 1994 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 Roger T. Wickers, Rosemary D. Van Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T. Murphy, each of them singly, my true and lawful attorneys, with full power to them and each of them to sign for me and in my name in the capacity indicated below any and all registration statements, including, but not limited to, Forms N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all amendments thereto to be filed with the Securities and Exchange Commission for the purpose of registering from time to time all investment companies of which I am now or hereafter a Director, Trustee or officer and for which Keystone Custodian Funds, Inc. serves as Adviser or Manager and registering from time to time the shares of such companies, and generally to do all such things in my name and in my behalf to enable such investment companies to comply with the provisions of the Securities Act of 1933, as amended, the Investment Company Act of 1940, as amended, and all requirements and regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming my signature as it may be signed by my said attorneys to any and all registration statements and amendments thereto. /s/ Kevin J. Morrissey Kevin J. Morrissey Treasurer Dated: December 14, 1994 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 -----END PRIVACY-ENHANCED MESSAGE-----