UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-2957
Keyco Bond Fund, Inc.
(Exact name of registrant as specified in charter)
| 27777 Franklin Road, Suite 1575 | |
| Southfield, Michigan | 48034 |
| (Address of principal executive offices) | (Zip code) |
Joel D. Tauber, President
Keyco Bond Fund, Inc.
27777 Franklin Road, Suite 1575
Southfield, Michigan 48034
(Name and Address of agent for service)
Registrant’s telephone number, including area code: (248) 353-0790
Date of fiscal year end: September 30
Date of reporting period: September 30, 2023
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
KEYCO BOND FUND, INC.
Table of Contents
Page
EX-99.302CERT
EX-99.906CERT
Item 1. Annual Report to Shareholders.
27777 Franklin Road - Suite 1575
Southfield, Michigan 48034
(248) 353-0790
November 21, 2023
To Our Shareholders:
Enclosed is the Annual Report of Keyco Bond Fund, Inc. for the year ended September 30, 2023.
Municipal bond interest rates continued to rise during 2022-23 resulting in a significant increase at September 30, 2023 as compared with the prior year end. Also the Fund increased its investment in an S&P 500 exchange-traded fund. The year-end value of the Fund’s bond, equity and money market portfolio declined by $321,748 to $22,714,637, primarily caused by the interest rate increase.
The Board of Directors, on November 8, 2023, declared dividends totaling $54.88 expected to be in excess of the Fund’s net investment income for the year ending September 30, 2024. Dividends will be paid quarterly on the last business day of January ($13.72 per share) and the first business day of May ($13.72 per share), August ($13.72 per share) and November ($13.72 per share).
An IRS Form 1099-DIV for 2023 will be issued to you in January 2024 reporting the tax-exempt dividends identified as exempt-interest dividends and the taxable (ordinary) and qualified portion of your dividends along with a tax-reporting letter.
The Annual Meeting of Shareholders of Keyco Bond Fund, Inc. will be held on Monday, December 18, 2023, at 3:30 p.m. for electing Directors, ratifying the selection of Sanville & Company as our auditor, advisory votes on executive compensation, how often the shareholders should vote on such executive compensation, and renaming the Fund. The meeting will be held by conference call. Please call 1-248-353-0790 for conference call dial in information.
Mark Schlussel and Steve Milgrom continue to serve as independent outside Directors with remuneration of $2,500 each per meeting. In addition, the Fund paid Tauber Enterprises, LLC $86,500 for the fiscal year ended September 30, 2023 for accounting, transfer agent, administrative and general office support services.
If you have any questions concerning the Fund or the enclosed information, please call me.
On behalf of the Board of Directors,
/s/ Joel D. Tauber
Joel D. Tauber
President
1
KEYCO BOND FUND, INC.
Management’s Discussion of Fund Performance
For the Year Ended September 30, 2023
The Fund’s primary investment objective is to receive current interest income exempt from federal income taxes as is available from municipal bonds, consistent with prudent investment management and preservation of capital. Capital appreciation achieved through an investment in equity securities is a secondary objective of the Fund.
Net Investment Income
The Fund’s net investment income is primarily dependent upon interest rates at the times the bonds in the portfolio were purchased and dividend rates for its equity investment.
Net investment income for the year was $612,444 as compared with $547,584 last year. Of the $64,860 increase, $59,889 was the result of an increase in interest and dividend income and the other $4,971 was due to a decrease in expenses. Interest rates continued to rise during 2023, and the rates for bonds purchased in fiscal 2023 were above the rates for the bonds that were called or matured.
Valuation of Securities and Net Asset Value
Because the municipal bonds in the Fund’s portfolio are not actively traded and market quotations are not readily available, the bonds are stated at fair value. The fair value for each bond is provided by the Fund’s custodian, who uses an evaluation methodology. The equity exchange-traded fund (ETF) is valued at the closing price reported by a third-party pricing vendor.
The Fund’s net asset value is calculated by subtracting the Fund’s liabilities from its assets. The valuation of the Fund’s most significant assets, its bond portfolio, is affected by market interest rates and maturity and call dates. When rates increase, the value of the bond portfolio decreases. When rates decrease, the value of the bond portfolio increases. Longer maturity dates magnify the effect of interest rate changes. At this time the Fund’s ETF holding comprises 7.9% of its investments.
The net asset value of the Fund was $22,879,540 at September 30, 2023, a decrease of $176,745 from September 30, 2022. Municipal bond interest rates at the end of the year increased significantly from the rates at the beginning of the year, the primary cause of the reduction in the net asset value.
The weighted average maturity was 14.8 years, more than the prior year weighted average maturity of 13.7 years. Because interest rates continued increasing during 2023, the Fund purchased longer-term bonds.
2
KEYCO BOND FUND, INC.
Management’s Discussion of Fund Performance - continued
For the Year Ended September 30, 2023
Asset Allocation
Based on net asset value, the bond portfolio is allocated by state with a separate category for the equity ETF as follows:
Other
During the year 14 bonds matured or were called for total proceeds of $2,765,000. The Fund realized no gain or loss on these disposals.
Cash from these dispositions was reinvested in bonds maturing in 17 - 24 years ($1,927,928) and in the ETF ($1,051,781). Portfolio turnover was 12%.
3
KEYCO BOND FUND, INC.
Management’s Discussion of Fund Performance - continued
For the Year Ended September 30, 2023
Return Summary
Average Annual Total Return for Periods Ended September 30, 2023
| 1-Year | 5-Year | 10-Year | |
| Keyco Bond Fund, Inc. | 2.2% | 1.2% | 2.1% |
| Bloomberg Municipal Bond Index* | 2.7% | 1.1% | 2.3% |
*The Bloomberg U.S. Municipal Index covers the USD-denominated long-term tax-exempt bond market. The index has four main sectors: state and local general obligation bonds, revenue bonds, insured bonds and pre-refunded bonds. Index returns do not reflect any deduction for expenses or taxes.
Returns are derived from the net asset value of shares because the Fund is not traded over the counter or on an exchange.
Past performance does not guarantee futures results.
Returns in the table and chart do not reflect any taxes a shareholder might pay on fund distributions or sale of fund shares.
| Dashed line: | Keyco Bond Fund, Inc. | |
| Solid line: | Bloomberg Municipal Bond Index |
4
KEYCO BOND FUND, INC.
Additional Information
September 30, 2023
OBTAINING QUARTERLY PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT starting with the report for June 2020. Form N-PORT is available on the SEC’s web site at https://www.sec.gov. For a complete list of the Fund’s portfolio holdings, a copy of the Fund’s most recent quarterly holding report, semi-annual report, or annual report may be requested by writing Keyco Bond Fund, Inc., 27777 Franklin Road, Suite 1575, Southfield, MI 48034.
INFORMATION ON PROXY VOTING POLICIES, PROCEDURES AND RECORDS
The Fund has adopted a policy to always “mirror vote” proxies. “Mirror vote” means voting “in the same proportion as the vote of all other holders of such security” as defined in Section 12(d)(1)E(iii)(aa) of the Investment Company Act of 1940.
If at any time, the fund management of an underlying fund in the Fund’s portfolio is not working in the best interests of the Fund’s shareholders, the Fund will liquidate its position in that fund. It is not the Fund’s intent to change or alter the management or policies of an underlying fund. The most effective way to voice the Fund’s concerns or displeasure with the management of a fund company is to simply not invest in their fund(s). The Fund will only invest in fund companies that the Fund feels will help to meet its investment objectives and, in turn, serve the needs of their shareholders.
The Fund has not voted any proxies.
5
Keyco Bond Fund, Inc.
Financial Statements and Report of Independent Registered Public Accounting Firm
September 30, 2023
6
CONTENTS
7
Keyco Bond Fund, Inc.
Portfolio of Investments in Securities
September 30, 2023
| Long-Term State and Municipal Obligations - 90.3% | Principal Amount | Fair Value | ||||||
| Michigan - 46.6% | ||||||||
| Bangor Township, Michigan, School District, 5%, May 1, 2041 (Q-SBLF enhanced) | $ | 110,000 | $ | 114,043 | ||||
| Bay City, Michigan, School District, 3.5%, November 1, 2034 (Q-SBLF enhanced) | 400,000 | 368,160 | ||||||
| Berkley, Michigan, School District, 4%, May 1, 2040 (Q-SBLF enhanced) | 500,000 | 454,540 | ||||||
| Byron Center, Michigan, Public Schools, 4%, May 1, 2039 (Q-SBLF enhanced) | 200,000 | 185,046 | ||||||
| Center Line, Michigan, Public Schools, 5%, May 1, 2042 (Q-SBLF enhanced) | 500,000 | 517,150 | ||||||
| Dansville, Michigan, Schools, 4%, May 1, 2042 (Q-SBLF enhanced) | 250,000 | 231,300 | ||||||
| Escanaba, Michigan, Area Public Schools, 3.25%, May 1, 2028 (Q-SBLF enhanced) | 400,000 | 387,608 | ||||||
| Fruitport, Michigan, Community Schools, 5%, May 1, 2043 (Q-SBLF enhanced) | 500,000 | 514,325 | ||||||
| Gibraltar, Michigan, School District, 5%, May 1, 2037 (Q-SBLF enhanced) | 250,000 | 258,307 | ||||||
| Godfrey-Lee, Michigan, Public Schools, 4%, May 1, 2043 (Q-SBLF enhanced) | 250,000 | 223,157 | ||||||
| Godfrey-Lee, Michigan, Public Schools, 4%, May 1, 2046 (Q-SBLF enhanced) | 300,000 | 260,790 | ||||||
| Hamilton, Michigan, Community Schools, 4%, November 1, 2046 (Q-SBLF enhanced) | 180,000 | 155,795 | ||||||
| Holt, Michigan, Public Schools, 4%, May 1, 2043 (Q-SBLF enhanced) | 165,000 | 145,537 | ||||||
| Lansing, Michigan, School District, 5%, May 1, 2042 (Q-SBLF enhanced) | 200,000 | 203,844 | ||||||
| Macomb Interceptor Drain, Drainage District, County of Macomb, Michigan, 4%, May 1, 2036 | 500,000 | 500,695 | ||||||
| Michigan State Building Authority, Revenue, 5%, October 15, 2029 (Pre-refunded) | 250,000 | 250,057 | ||||||
| Michigan State Building Authority, Revenue, 4%, October 15, 2036 | 350,000 | 340,466 | ||||||
| Michigan State Building Authority, Revenue, 4%, April 15, 2040 | 250,000 | 238,230 | ||||||
| Michigan State Building Authority, Revenue, 5%, October 15, 2045 | 325,000 | 327,314 | ||||||
| Michigan State Housing Development Authority, Rental Housing Revenue, Series A, 4.625%, October 1, 2039 | 500,000 | 491,450 | ||||||
| Michigan State Trunk Line, 4%, November 15, 2037 | 100,000 | 97,286 | ||||||
| Michigan State Trunk Line, 4%, November 15, 2046 | 225,000 | 200,799 | ||||||
| Niles, Michigan, Community Schools, 4%, May 1, 2035 (Q-SBLF enhanced) | 400,000 | 390,552 | ||||||
| Ottawa County, Michigan, Building Authority, 4%, May 1, 2047 | 100,000 | 89,699 | ||||||
| Paw Paw, Michigan, Public Schools, 4%, May 1, 2046 (Q-SBLF enhanced) | 350,000 | 304,111 | ||||||
| Pinckney, Michigan, Community Schools, 5%, May 1, 2035 (Q-SBLF enhanced) | 500,000 | 506,315 | ||||||
| Rockford, Michigan, Public Schools, 4%, May 1, 2039 (Q-SBLF enhanced) (Pre-refunded) | 640,000 | 639,981 | ||||||
| Rockford, Michigan, Public Schools, 4%, May 1, 2039 (Q-SBLF enhanced) | 160,000 | 148,232 | ||||||
| Romeo, Michigan, Community Schools, 4%, May 1, 2045 (Q-SBLF enhanced) | 100,000 | 87,265 | ||||||
| Saginaw, Michigan, Water Supply System, Revenue, 4%, July 1, 2041 (AGM insured) | 250,000 | 228,625 | ||||||
| University of Michigan, Revenue, 4%, April 1, 2043 | 250,000 | 225,335 | ||||||
The accompanying notes are an integral part of these financial statements.
8
Keyco Bond Fund, Inc.
Portfolio Investments in Securities - Continued
September 30, 2023
| Long-Term State and Municipal Obligations - 90.3% | Principal Amount | Fair Value | ||||||
| Michigan (continued) - 46.6% | ||||||||
| Walled Lake, Michigan, Consolidated School District, 5%, May 1, 2037 (Q-SBLF enhanced) (Pre-refunded) | $ | 485,000 | $ | 485,325 | ||||
| Walled Lake, Michigan, Consolidated School District, 5%, May 1, 2041 (Q-SBLF enhanced) | 200,000 | 205,724 | ||||||
| Warren, Michigan, Consolidated Schools District, 5%, May 1, 2038 (Q-SBLF enhanced) | 250,000 | 256,755 | ||||||
| Warren Woods, Michigan, Public Schools, 5%, May 1, 2037 (Q-SBLF enhanced) | 250,000 | 257,460 | ||||||
| Woodhaven-Brownstown, Michigan, School District, 5%, May 1, 2040 (Q-SBLF enhanced) | 375,000 | 376,654 | ||||||
| 10,667,932 | ||||||||
| Arizona - 1.0% | ||||||||
| Arizona Board of Regents, University of Arizona System, Revenue, 4%, June 1, 2045 | 250,000 | 221,308 | ||||||
| Colorado - 0.5% | ||||||||
| Weld County, Weld County School District No. 6.4%, December 1, 2045 (School District Intercept Program guarantee) | 125,000 | 111,124 | ||||||
| District of Columbia - 1.0% | ||||||||
| District of Columbia, Income Tax Secured Revenue, 4%, May 1, 2045 | 250,000 | 222,532 | ||||||
| Florida - 0.8% | ||||||||
| Florida State Board of Education, Public Education, Capital Outlay, 2018, Series B, 4%, June 1, 2044 | 200,000 | 180,496 | ||||||
| Georgia - 1.7% | ||||||||
| Georgia State Housing and Finance Authority, 3.45%, December 1, 2032 | 405,000 | 397,345 | ||||||
| Hawaii - 2.8% | ||||||||
| Honolulu, Hawaii, City and County Water System, Revenue, 4%, July 1, 2047 | 200,000 | 175,366 | ||||||
| Hawaii State, Series FG, 4%, October 1, 2036 | 500,000 | 472,695 | ||||||
| 648,061 | ||||||||
| Illinois - 1.8% | ||||||||
| Rock Island County, Illinois, Public Building Revenue, 4%, December 1, 2045 | 475,000 | 415,050 | ||||||
| Indiana - 1.9% | ||||||||
| Greater Clark Building Corporation, Indiana, First Mortgage, Series 2018, 4%, January 15, 2038 | 455,000 | 425,780 | ||||||
The accompanying notes are an integral part of these financial statements.
9
Keyco Bond Fund, Inc.
Portfolio Investments in Securities - Continued
September 30, 2023
| Long-Term State and Municipal Obligations - 90.3% | Principal Amount | Fair Value | ||||||
| Maine - 0.6% | ||||||||
| Maine State Housing Authority, Mortgage Purchase, 2018 Series B, 3.75%, November 15, 2038 | $ | 155,000 | $ | 144,173 | ||||
| Maryland - 0.6% | ||||||||
| Montgomery County, Maryland, Housing Opportunities Commission, 0.55%, January 1, 2025 (FHA risk sharing mortgage insurance) | 135,000 | 128,820 | ||||||
| Minnesota - 0.4% | ||||||||
| Rochester, Minnesota, Health Care Facilities, Revenue, 4%, November 15, 2039 | 100,000 | 93,845 | ||||||
| Nevada - 1.0% | ||||||||
| Clark County, Nevada, General Obligation (Limited Tax) Park Improvement, Series 2018, 4%, December 1, 2038 | 250,000 | 235,022 | ||||||
| New Hampshire - 3.5% | ||||||||
| New Hampshire Municipal Bond Bank, 2016 Series D, 4%, August 15, 2039 | 875,000 | 789,880 | ||||||
| New York - 9.5% | ||||||||
| New York, New York City, Transitional Finance Authority, Revenue, 4%, Fiscal 2017, August 1, 2035 | 275,000 | 272,335 | ||||||
| New York, New York City, Transitional Finance Authority, Revenue, 4%, Fiscal 2017, August 1, 2037 | 250,000 | 239,610 | ||||||
| New York, New York City, Transitional Finance Authority, Revenue, 4%, Fiscal 2017, August 1, 2041 | 335,000 | 307,929 | ||||||
| New York, New York City, Transitional Finance Authority, Revenue, 4%, Fiscal 2019, August 1, 2041 | 140,000 | 128,687 | ||||||
| New York, New York City, Transitional Finance Authority, Building Aid, Revenue, 4%, July 15, 2040 | 250,000 | 231,210 | ||||||
| New York, New York, City Municipal Water Finance Authority, Water and Sewer System Revenue, Fiscal 2016 Subseries CC-1, 4%, June 15, 2038 | 75,000 | 71,245 | ||||||
| New York State Dormitory Authority, State Personal Income Tax Revenue, Series 2018A, 4%, March 15, 2043 | 300,000 | 272,301 | ||||||
| New York State Environmental Facilities Corporation, State Clean Water and Drinking Water, 4%, June 15, 2046 | 500,000 | 455,850 | ||||||
| New York State Mortgage Agency, 3.1%, April 1, 2028 | 200,000 | 189,484 | ||||||
| 2,168,651 | ||||||||
The accompanying notes are an integral part of these financial statements.
10
Keyco Bond Fund, Inc.
Portfolio Investments in Securities - Continued
September 30, 2023
| Long-Term State and Municipal Obligations - 90.3% | Principal Amount | Fair Value | |||||||
| North Dakota - 0.4% | |||||||||
| Fargo, North Dakota, Refunding Improvement, 4%, May 1, 2042 | $ | 100,000 | $ | 90,795 | |||||
| Ohio - 1.3% | |||||||||
| Fairborn, Ohio, City School District, 4%, December 1, 2043 | 345,000 | 305,253 | |||||||
| Pennsylvania - 5.3% | |||||||||
| Pennsylvania State, Series 1, 4%, June 15, 2033 | 550,000 | 539,875 | |||||||
| Pennsylvania State, Second Series, 4%, August 15, 2035 | 500,000 | 489,450 | |||||||
| West View, Pennsylvania, Water Authority, Revenue, 4%, November 15, 2039 | 200,000 | 184,574 | |||||||
| 1,213,899 | |||||||||
| Tennessee - 1.4% | |||||||||
| Knoxville, Tennessee, Wastewater System, 4%, April 1, 2044 | 350,000 | 319,277 | |||||||
| Texas - 7.3% | |||||||||
| Corpus Christi, Texas, Independent School District, 4%, August 15, 2034 (Texas Permanent School Fund guarantee) | 250,000 | 245,262 | |||||||
| Forney, Texas, Independent School District, 5%, August 15, 2039 (Texas Permanent School Fund guarantee) | 450,000 | 473,503 | |||||||
| Prosper, Texas, 4%, February 15, 2035 | 265,000 | 260,450 | |||||||
| Splendora, Texas, Independent School District, 4.1%, February 15, 2048 (Texas Permanent School Fund guarantee) | 125,000 | 111,531 | |||||||
| University of Houston, Texas, Revenue, 3%, February 15, 2028 | 340,000 | 323,704 | |||||||
| Van Alstyne, Texas, Independent School District, 4%, February 15, 2043 (Texas Permanent School Fund guarantee) | 120,000 | 106,968 | |||||||
| Waco, Texas, 3.125%, February 1, 2036 | 180,000 | 153,346 | |||||||
| 1,674,764 | |||||||||
| Washington - 0.9% | |||||||||
| Washington State, Various Purpose, 5%, February 1, 2040 | 195,000 | 202,621 | |||||||
| Total long-term state and municipal obligations | |||||||||
| (Cost $22,388,370) - 90.3% | 20,656,628 | ||||||||
The accompanying notes are an integral part of these financial statements.
11
Keyco Bond Fund, Inc.
Portfolio Investments in Securities - Continued
September 30, 2023
| Shares | Fair Value | ||||||||
| Exchange-Traded Fund - 7.9% | |||||||||
| iShares Core S&P 500 ETF (Cost $1,752,420) | 4,228 | $ | 1,815,630 | ||||||
| Money Market Fund - 1.1% | |||||||||
| Goldman Sachs Financial Square Government Fund, Institutional Shares, 5.07%* | |||||||||
| (Cost $242,379) | 242,379 | 242,379 | |||||||
| Total investments (Cost $24,383,169) - 99.3% | 22,714,637 | ||||||||
| Other assets less liabilities, net - 0.7% | 164,903 | ||||||||
| Net assets (100%) | $ | 22,879,540 | |||||||
| * Seven-day yield. | |||||||||
The accompanying notes are an integral part of these financial statements.
12
Keyco Bond Fund, Inc.
Statement of Assets and Liabilities
September 30, 2023
| Assets | |||||
| Investments in securities, at fair value (cost $24,383,169) | $ | 22,714,637 | |||
| Cash | 27,344 | ||||
| Interest and dividend receivable | 315,617 | ||||
| Total assets | 23,057,598 | ||||
| Liabilities | |||||
| Accrued expenses | 3,586 | ||||
| Dividends payable | 174,472 | ||||
| Total liabilities | 178,058 | ||||
| Net Assets | $ | 22,879,540 | |||
| Net Assets consist of: | |||||
| Paid-in capital | $ | 754,004 | |||
| Total distributable earnings | 22,125,536 | ||||
| Net Assets | $ | 22,879,540 | |||
| Capital stock shares issued and outstanding | |||||
| ($2.04 par value, 29,411 shares authorized) | 12,390 | ||||
| Net Asset Value per share | $ | 1,846.61 | |||
The accompanying notes are an integral part of these financial statements.
13
Keyco Bond Fund, Inc.
For the Year Ended September 30, 2023
| Interest income | $ | 728,829 | |||||
| Dividend income | 39,450 | ||||||
| Total investment income | 768,279 | ||||||
| Expenses | |||||||
| Administration fees (Note 5) | $ | 86,500 | |||||
| Professional fees | 33,045 | ||||||
| Custodial fee | 12,803 | ||||||
| Directors' fees | 10,000 | ||||||
| Insurance | 901 | ||||||
| Regulatory filing services | 12,193 | ||||||
| Miscellaneous | 393 | ||||||
| Total expenses | 155,835 | ||||||
| Net investment income | 612,444 | ||||||
| Realized and unrealized gain (loss) on investments | |||||||
| Realized gain on investments | — | ||||||
| Net change in unrealized appreciation (depreciation) of investments | (92,479) | ||||||
| Net realized and unrealized gain (loss) on investments | (92,479) | ||||||
| Net increase in net assets resulting from operations | $ | 519,965 |
The accompanying notes are an integral part of these financial statements.
14
Keyco Bond Fund, Inc.
Statements of Changes in Net Assets
For the Years Ended September 30, 2023
| 2023 | 2022 | |||||||
| Increase (decrease) in net assets from operations | ||||||||
| Net investment income | $ | 612,444 | $ | 547,584 | ||||
| Net realized gain on investments | — | 1,712 | ||||||
| Changes in unrealized appreciation (depreciation) of investments | (92,479 | ) | (2,965,510 | ) | ||||
| Net increase (decrease) in net assets resulting from operations | 519,965 | (2,416,214 | ) | |||||
| Distributions to shareholders | ||||||||
| From net investment income* | (696,710 | ) | (710,073 | ) | ||||
| Total decrease in net assets | (176,745 | ) | (3,126,287 | ) | ||||
| Net Assets | ||||||||
| Beginning of year | 23,056,285 | 26,182,572 | ||||||
| End of year | $ | 22,879,540 | $ | 23,056,285 | ||||
| * | Distributions from net investment income for 2023 includes $84,266 from prior earnings, all of which is from previously taxed income. |
| Distributions from net investment income for 2022 includes $162,489 from prior earnings of which $132,869 is from previously taxed income. |
The accompanying notes are an integral part of these financial statements.
15
Keyco Bond Fund, Inc.
| For the years ended September 30, | ||||||||||||||||||||
| 2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||
| Per share operating performance | ||||||||||||||||||||
| Net asset value, beginning of year | $ | 1,860.88 | $ | 2,113.20 | $ | 2,133.69 | $ | 2,115.00 | $ | 2,001.16 | ||||||||||
| Net investment income | 49.43 | 44.20 | 51.63 | 58.35 | 62.59 | |||||||||||||||
| Net realized and unrealized gain (loss) on investments | (7.47 | ) | (239.21 | ) | (20.49 | ) | 18.68 | 113.81 | ||||||||||||
| Total from investment operations | 41.96 | (195.01 | ) | 31.14 | 77.03 | 176.40 | ||||||||||||||
| Less distributions from | ||||||||||||||||||||
| Net investment income* | (56.23 | ) | (57.31 | ) | (51.63 | ) | (58.34 | ) | (62.56 | ) | ||||||||||
| Net asset value, end of year | $ | 1,846.61 | $ | 1,860.88 | $ | 2,113.20 | $ | 2,133.69 | $ | 2,115.00 | ||||||||||
| Total return per share net asset value (a) | 2.2 | % | -9.3 | % | 1.5 | % | 3.7 | % | 8.9 | % | ||||||||||
| Ratios and supplemental data | ||||||||||||||||||||
| Net assets, end of period (in 000s) | $ | 22,880 | $ | 23,056 | $ | 26,183 | $ | 26,436 | $ | 26,205 | ||||||||||
| Ratio of net investment income to average net assets | 2.6 | % | 2.2 | % | 2.4 | % | 2.7 | % | 3.0 | % | ||||||||||
| Ratio of expenses to average net assets | 0.7 | % | 0.6 | % | 0.5 | % | 0.4 | % | 0.4 | % | ||||||||||
| Portfolio turnover rate | 11.8 | % | 15.4 | % | 14.7 | % | 5.3 | % | 6.0 | % | ||||||||||
| * | Distributions from net investment income for 2023 includes $6.80 from prior earnings, all of which is from previously taxed income. |
| Distributions from net investment income for 2022 includes $13.11 from prior earnings of which $10.72 is from previously taxed income. | |
| (a) | Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund if there were reinvestment of dividends. |
The accompanying notes are an integral part of these financial statements.
16
Keyco Bond Fund, Inc.
September 30, 2023
| 1. | Organization |
Keyco Bond Fund, Inc. (the “Fund”) has registered under the Investment Company Act of 1940, as amended, as a closed-end, diversified management investment company. The Fund became qualified as a regulated investment company under the Internal Revenue Code on October 1, 1979. Management intends to distribute to the shareholders substantially all earnings from that date. The Fund’s primary investment objective is to receive current interest income exempt from federal income taxes as is available from municipal bonds, consistent with prudent investment management and preservation of capital, and capital appreciation achieved through an investment in equity securities will be a secondary objective.
| 2. | Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund is an investment company that follows the accounting and reporting guidance of Accounting Standards Codification Topic 946 applicable to investment companies.
Security Valuations
Processes and Structure
The Fund’s Board of Directors has adopted guidelines for valuing securities including in circumstances in which market quotes are not readily available. In the unlikely event that the entity that provides custodial services for the Fund is unable to value one or more bonds in the portfolio and an alternate resource is used for pricing, the Board is to be notified at its next regularly scheduled meeting.
Hierarchy of Fair Value Inputs
The Fund utilizes various methods to measure the fair value of most of its investments on a recurring basis. U.S. generally accepted accounting principles (GAAP) establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are as follows:
| ● | Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date. |
| ● | Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments in active markets, interest rates, yield curves, implied volatilities, credit spreads and market-corroborated inputs. |
| ● | Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
17
Keyco Bond Fund, Inc.
Notes to Financial Statements – Continued
September 30, 2023
| 2. | Significant Accounting Policies – Continued |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
Fair Value Measurements
The fair value of the long-term state and municipal obligations is estimated using various techniques which may include information from actual trades for active issues. Evaluations are also based on reviews of current economic conditions, trading levels, spread relationships and the slope of the yield curve. Evaluations are also adjusted for various attributes such as discounts, premiums, credit, use of proceeds and callability. To the extent that the inputs are observable and timely, the values would be categorized in Level 2 of the fair value hierarchy; otherwise, they would be categorized as Level 3.
Equity securities including exchange-traded funds for which market quotations are readily available are valued at the closing price as supplied by a third-party pricing vendor on the primary exchange on which they are traded. Money market funds are valued at their net asset value per share. Both are categorized as Level 1 in the hierarchy.
The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
| Securities | |||||||||||||||||
| Level 1 | Level 2 | Level 3 | Fair Value | ||||||||||||||
| Long-term state and municipal obligations** | $ | — | $ | 20,656,628 | $ | — | $ | 20,656,628 | |||||||||
| Exchange-traded fund ** | 1,815,630 | — | — | 1,815,630 | |||||||||||||
| Money market fund | 242,379 | — | — | 242,379 | |||||||||||||
| Total | $ | 2,058,009 | $ | 20,656,628 | $ | — | $ | 22,714,637 | |||||||||
The Fund did not hold any Level 3 assets during the year ended September 30, 2023. It is the Fund’s policy to recognize transfers into and out of Levels at the end of the reporting period.
| ** | Refer to Portfolio of Investments in Securities for breakdown of municipal bonds and the exchange-traded fund held by the Fund. |
18
Keyco Bond Fund, Inc.
Notes to Financial Statements – Continued
September 30, 2023
| 2. | Significant Accounting Policies – Continued |
Income Taxes
Federal Income Taxes
It is the Fund’s intention to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net income to its shareholders. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise tax provision is required.
The cost of securities for federal income tax purposes is expected to approximate the cost for financial statement purposes. At September 30, 2023, the unrealized appreciation (depreciation) on investments for federal income tax purposes was as follows:
| Gross unrealized appreciation | $ | 63,267 | ||||
| Gross unrealized depreciation | (1,731,799 | ) | ||||
| Net unrealized depreciation | $ | (1,668,532 | ) | |||
| Cost of investment securities including short-term investments | $ | 24,383,169 |
The Fund’s distributable earnings on a tax basis are determined only at the end of each fiscal year. As of September 30, 2023, the components of distributable earnings on a tax basis were as follows:
| Retained earnings prior to July 1, 1979 | $ | 23,807,149 | ||||
| Long-term capital loss carryforward | (13,081 | ) | ||||
| Net unrealized depreciation | (1,668,532 | ) | ||||
| Total distributable earnings | $ | 22,125,536 |
The capital loss carryforward of $13,081 at September 30, 2023 qualifies to be carried forward for an unlimited period and will be used to offset any capital gains realized by the Fund in future years. The Fund will not make distributions from capital gains while a capital loss carryforward remains.
The tax character of distributions paid was as follows:
| September 30, 2023 | September 30, 2022 | |||||||||
| Tax-exempt income | $ | 580,996 | $ | 539,679 | ||||||
| Ordinary income | 115,714 | 170,394 | ||||||||
| $ | 696,710 | $ | 710,073 | |||||||
19
Keyco Bond Fund, Inc.
Notes to Financial Statements – Continued
September 30, 2023
| 2. | Significant Accounting Policies – Continued |
Income Taxes (continued)
The Fund’s management has reviewed all open tax years for federal tax returns and has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. There are no unrecognized tax benefits in the financial statements for September 30, 2023. The Fund’s tax returns are subject to examination for federal purposes for the open tax years (2020-2022) and for the tax return to be filed for 2023. The Fund has not been subject to interest and/or penalties on its tax return filings. The Fund identifies its major tax jurisdictions as the U.S. federal government and the State of Michigan.
Security Transactions and Related Income
The Fund follows industry practice and records security transactions on the trade date. Cost of securities sold is determined by specific identification. Distributions to shareholders are recorded on the ex-dividend date. Interest income is recognized on an accrual basis. Discounts and premiums on securities purchased are accreted or amortized using the constant yield method. Dividend income is recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with GAAP principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
| 3. | Purchases and Dispositions of Securities |
The cost of purchases and the proceeds from dispositions of securities, other than United States government obligations and short-term notes, aggregated $2,979,709 and $2,765,000, respectively, for the year ended September 30, 2023.
| 4. | Portfolio Management |
The Fund does not retain the services of an investment advisor or a third-party portfolio manager. The Fund, acting through its officers and with the review provided by the Board of Directors, makes investment decisions internally.
| 5. | Related Party Transactions |
Administration fees incurred include $86,500 for accounting, transfer agent, administrative and general office support services provided by Tauber Enterprises, LLC, an entity owned by an officer of the Fund. The agreement is reviewed and renewed annually by the Fund’s Directors.
20
Keyco Bond Fund, Inc.
Notes to Financial Statements – Continued
September 30, 2023
| 6. | Risks and Uncertainties |
The Fund invests primarily in municipal bonds and to a lesser extent in equity securities through exchange-traded funds and/or mutual funds. Municipal bonds are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with investments in municipal bonds, it is possible that changes in the values of the bonds could occur in the near term and that such changes could materially affect the amounts reported in the Statement of Assets and Liabilities. The ability of issuers of debt instruments held by the Fund to meet their obligations may also be affected by economic and political developments in a specific state or region. Based on its major holdings of bonds of Michigan issuers, the Fund is more exposed to risks of the State’s major industries such as automotive, manufacturing and related industries. Equity securities are also exposed to risks based on economic and/or market conditions. Due to the level of risk associated with equity investments, it is possible that changes in the value of those securities could occur in the near term and that such changes could materially affect the amounts reported in the Statement of Assets and Liabilities.
| 7. | Capital Share Transactions |
There were no transactions in capital stock for the years ended September 30, 2023 and 2022.
| 8. | Commitments and Contingencies |
In the normal course of business, the Fund may enter into contracts that may contain a variety of representations and warranties and provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, management considers the risk of loss from such claims to be remote.
| 9. | Subsequent Events |
Management has evaluated the impact of all subsequent events through the date these financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in these financial statements.
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
of the Keyco Bond Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Keyco Bond Fund, Inc. (the “Fund”), including the portfolio of investments in securities, as of September 30, 2023, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the related notes (collectively referred to as the “financial statements”), and the financial highlights for each of the five years in the period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of September 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. 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 whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities and cash owned as of September 30, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.
/s/ Sanville & Company
We have served as the Fund’s auditor since 2015.
Huntingdon Valley, Pennsylvania
November 8, 2023
22
Following are the directors and officers of the registrant together with a brief description of their principal occupations during the past five years or, in some cases, more than five years. Each director and officer is elected for a one-year term. Mr. Tauber is the father of Ms. Horing. Mr. Purther, Ms. Horing and Mr. Pullman are cousins. The registrant is the only fund in the fund complex. The address for each director and officer is in care of the Company at 27777 Franklin Road, Suite 1575, Southfield, Michigan 48034.
Name | Position(s) Held with | Term of Office and Length of Time Served | Principal Occupation(s) during Past Five Years and Other Directorships Held by Director | |||
| INDEPENDENT DIRECTORS | ||||||
| Mark E. Schlussel, 82 | Director | One year term Director since 1979 | Chief Executive Officer, Total Life Concierge doing business as Curus Healthcare Management (a health care management firm) since January 2016. Partner in the firm Schlussel & Schefman, attorneys since April 2004. | |||
| Steve Milgrom, 68 | Director | One year term Director since 2014 | Solo practitioner of law with Law Offices of Steve Milgrom focusing on federal income taxation and real estate matters since 2009. | |||
| INTERESTED DIRECTORS AND OFFICERS* | ||||||
| Thomas E. Purther, 58 | Director, Secretary | One year term Director since 1994 | Chief Executive Officer, Manager and Member of Cambridge Goods, LLC (an operator and developer of American Freight stores in Michigan) since September 2022; Chairman and CEO of Cambridge Investors, LLC, real estate acquisition and private equity firm since June 2000; Manager and Member of Cambridge Fitness, LLC, an operator of fitness centers in Michigan and Ohio since October 2010. | |||
23
DIRECTORS AND OFFICERS - continued
Name | Position(s) Held with | Term of Office and Length of Time Served | Principal Occupation(s) during Past Five Years and Other Directorships Held by Director | |||
Ellen T. Horing, 61 | Director, Treasurer | One year term Director since 1995 | Portfolio manager of Highgate Partners, L.P., an investment partnership since January 1993; portfolio advisor and partner, Stamos Capital (formerly Sterling Stamos Capital Management, LP and SP Capital Management, LP) January 2003 to December 2004 and reduced interest limited partner in Stamos Capital from December 2004 to July 2007. | |||
| Michael Pullman, 39 | Director | One year term Director since 2009 | Principal at Scenic Investments Colorado Fitness, LLC from July 2011 to present; acquisitions associate (previously acquisitions analyst) for DLC Management from July 2006 to July 2011. | |||
Joel D. Tauber, 88 | President | One year term President since October 1995 | Manufacturing executive, business consultant and investor since prior to 1999; Co-Manager of NK Management, LLC from January 2009 to July 2020. |
*Mr. Purther, Ms. Horing, Mr. Pullman and Mr. Tauber are considered “interested persons” as defined in the Investment Company Act of 1940 because of their status as an officer, director, holder of more than 5% of the Fund’s common stock and/or the immediate family member of any of the foregoing.
24
Keyco Bond Fund, Inc.
September 30, 2023
In the information below, the Fund is also referred to as the “Company”.
Investment Objective
The Company’s primary investment objective is to receive current interest income exempt from federal income taxes as is available from Municipal Bonds (defined below) and as is consistent with prudent investment management and preservation of capital, and capital appreciation achieved through an investment in equity securities will be a secondary objective of the Company.
The Company defines Municipal Bonds as debt obligations issued by or on behalf of states, territories and possessions of the United States, the District of Columbia, their respective political subdivisions, agencies and instrumentalities, the interest from which is exempt from federal income tax in the opinion of bond counsel for the issuers.
Investment Policies
The Company’s investment strategy focuses primarily on Municipal Bonds to generate tax-exempt income; and secondarily on equity securities (common and preferred stocks) of domestically traded issuers. The Company executes the equity aspect of its investment strategy through low-cost mutual funds and/or exchange-traded-funds (“ETFs”) that follow an index-based (e.g., S&P 500 index) or theme-based strategy (e.g., large cap, mid cap, or small cap companies).
The following are fundamental investment policies of the Company.
| (1) | The Company does not intend to issue any senior securities. |
| (2) | The Company will not sell securities short, purchase securities on margin, or write put or call options. |
| (3) | The Company will not borrow money except that as a temporary measure for extraordinary purposes, it may borrow from banks to meet operating expenses, on a secured or unsecured basis, an amount not in excess of 5% of its total assets at the time of such borrowing. |
| (4) | The Company will not underwrite securities of issuers, nor will it purchase restricted securities of other issuers (securities which, if later publicly offered or sold by the Company would require registration under the Securities Act of 1933) unless the issuer thereof has agreed in writing to pay all costs associated with the registration of such restricted securities under such Act. |
| (5) | The Company will not invest more than 25% of its total assets in any particular industry or industries (governments and political subdivisions of governments that issue Municipal Bonds are not considered to be members of any industry). |
| (6) | The Company will not engage in the purchase or sale of interests in real estate, real estate mortgage loans or real estate investment trusts, except for investments in Municipal Bonds secured by real estate or interests therein. |
| (7) | The Company will not engage in the purchase or sale of commodities, commodity contracts, or futures contracts in a commodity contract or other futures market. |
| (8) | The Company will not engage in the making of loans except through the purchase of Municipal Bonds, or the deposit of monies with financial institutions insured by an agency of the United States government. |
25
Supplemental Information – continued
September 30, 2023
If any percentage limitation expressed in the foregoing fundamental policies is adhered to at the time of investment, a later increase or decrease in the percentage resulting from a change in value of assets will not result in a violation of the policy.
Investment Risks
Municipal Securities Risk.
Municipal securities are debt obligations generally issued to obtain funds for various public purposes, including general financing for state and local governments, or financing for a specific project or public facility, and include obligations of the governments of the U.S. territories, commonwealths and possessions to the extent such obligations are exempt from state and U.S. federal income taxes. The value of municipal securities can be significantly affected by actual or expected political and legislative changes at the federal or state level. Municipal securities may be fully or partially backed by the taxing authority of the local government, by the credit of a private issuer, by the current or anticipated revenues from a specific project or specific assets or by domestic or foreign entities providing credit support, such as letters of credit, guarantees or insurance, and are generally classified into general obligation bonds and special revenue obligations.
Because many municipal securities are issued to finance projects in sectors such as education, health care, transportation and utilities, conditions in those sectors can affect the overall municipal market. Issuers in a state, territory, commonwealth or possession in which the Company invests may experience significant financial difficulties for various reasons, including as the result of events that cannot be reasonably anticipated or controlled such as economic downturns or similar periods of economic stress, social conflict or unrest, labor disruption and natural disasters. Such financial difficulties may lead to credit rating downgrades or defaults of such issuers which in turn, could affect the market values and marketability of many or all municipal obligations of issuers in such state, territory, commonwealth or possession. The value of the Company’s shares will be negatively impacted to the extent it invests in such securities. The risk of investing in the Company is directly correlated to the Company’s investment exposures. Securities issued by a particular state and its instrumentalities are subject to the risk of unfavorable developments in such state. A municipal security can be significantly affected by adverse tax, legislative, regulatory, demographic or political changes as well as changes in a particular state’s (state and its instrumentalities) financial, economic or other condition and prospects.
While the Company invests in Municipal Bonds issued by issuers in many states, the Company invests a significant portion of its investments in Municipal Bonds issued by the State of Michigan and its local jurisdictions. Although Michigan has diversified its commercial activities, the State’s economy is still heavily dependent on certain industries, especially automobile, manufacturing and related industries. Any downturn in these industries may adversely affect the economy of the State and possibly the Company’s investments in Michigan Municipal Bonds.
Common Stock Risk
Equity securities generally fluctuate in value more than bonds. Prices of equity securities are more likely to be affected by poor economic or market conditions. The value of common stocks may decline due to general weakness or volatility in the stock markets in which the Company invests or because of factors that affect a particular company or industry. Equity securities hold the most junior position in an issuer’s capital structure and will be subordinate to the debt securities and other indebtedness of the company issuing such equity securities. After repaying senior security holders, the company may not have any remaining assets to use for satisfying equity holders.
26
Supplemental Information – continued
September 30, 2023
Preferred Stock Risk
The value of preferred stocks will tend to fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred stock will fail to make its dividend payments. Preferred stock prices tend to move more slowly than common stock prices.
Small and Mid-Capitalization Companies Risk
Investing in the securities of small-capitalization (less than $4 billion) and mid-capitalization ($4 to $10 billion) companies involves greater risks and the possibility of greater price volatility than investing in larger capitalization and more-established companies. Investments in mid-cap companies involve less risk than investing in small-cap companies. Smaller companies may have limited operating history, product lines, and financial resources, and the securities of these companies may lack sufficient market liquidity. Mid-cap companies often have narrower markets and more limited managerial and financial resources than larger, more established companies.
ETFs Risk
ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. ETF shares may trade at a discount or a premium to market price if there is a limited market in such shares. ETFs are subject to brokerage and/or other trading costs, which could result in greater expenses to the Company. Also, ETFs are subject to investment advisory or management and other expenses, which will be indirectly paid by the Company. Because the value of ETF shares depends on the demand in the market, the Company may not be able to liquidate holdings at the most optimal time, adversely affecting performance. If the Company invests a significant portion of its assets in ETFs offered by one ETF sponsor, the Company could be exposed to additional risks and losses if the sponsor’s ETFs fall out of favor in the marketplace and trading volumes cause the ETF’s market prices to decline.
Mutual Fund Risk
Investments in mutual funds involve duplication of investment advisory fees and certain other expenses. Each mutual fund is subject to specific risks, depending on the nature of its investment strategy. The manager of a mutual fund may not be successful in implementing its strategy.
27
Item 2. Code of Ethics.
As of September 30, 2023, the registrant had adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether such individuals are employed by the registrant or a third-party. A copy of the registrant’s Code of Ethics is available to shareholders upon request. If you would like to receive a copy, please contact Keyco Bond Fund, Inc. at 27777 Franklin Road, Suite 1575, Southfield, Michigan 48034 and one will be sent, without charge, by first-class mail.
There have been no amendments to the registrant’s code of ethics during the past year. No waivers have been granted under a provision of the code of ethics during the past year.
Item 3. Audit Committee Financial Expert.
The Board of Directors of the registrant has determined that the registrant does not currently have a member serving on its Board of Directors that meets the definition of an “audit committee financial expert” as defined in the instructions to this Form N-CSR.
Although each member of the registrant’s Board of Directors has one or more of the attributes required in order for such person to be determined to be an audit committee financial expert, no member has all of such required attributes. The Directors reviewed the attributes, education, and experience of each member of the registrant’s Board of Directors, the nature of the accounting principles applicable to the registrant, and the registrant’s underlying internal controls and reporting mechanisms and determined that the members of the registrant’s Board of Directors, as a group, have the experience and education necessary to perform the audit committee’s responsibilities, including with respect to the evaluation of the financial statements of the registrant. In addition, the Directors determined that the Board has the resources and authority necessary to discharge its responsibilities, including the authority to retain at any time independent counsel and other advisers and experts.
Item 4. Principal Accountant Fees and Services.
Information is contained under the caption “Fees of Independent Registered Public Accountants” in the registrant’s Proxy Statement dated November 21, 2023 and is incorporated herein by reference.
The registrant’s Board of Directors pre-approves all audit and permissible non-audit services rendered to the registrant.
The registrant’s auditor does not have a branch or office located in a foreign jurisdiction. Therefore, documentation is not applicable.
The registrant is not a foreign issuer. Therefore, disclosures are not applicable.
Item 5. Audit Committee of Listed Registrants.
The registrant’s shares are not listed for trading on a national securities exchange.
28
Item 6. Investments.
The schedule of investments is included as part of the Report to Shareholders filed under Item 1 hereof.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Fund, Inc. has adopted a policy to always “mirror vote” proxies. “Mirror vote” means voting “in the same proportion as the vote of all other holders of such security” as defined in Section 12(d)(1)E(iii)(aa) of the Investment Company Act of 1940.
If at any time, the fund management of an underlying fund in the Fund’s portfolio is not working in the best interests of the Fund’s shareholders, the Fund will liquidate their position in that fund. It is not the Fund’s intent to change or alter the management or policies of an underlying fund. The most effective way to voice the Fund’s concerns or displeasure with the management of a fund company is to simply not invest in their fund(s). The Fund will only invest in fund companies that the Fund feels will help to meet their investment objectives and, in turn, serve the needs of their shareholders.
The Fund has not voted any proxies.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Portfolio Manager: Joel D. Tauber, President of the registrant since 1995, has primary responsibility for the day-to-day management of the Fund’s portfolio. He has served as a manufacturing executive, business consultant and investor since prior to 1999. Following is a report of the number and types of other accounts managed by Mr. Tauber and the assets under management in those accounts:
| Registered investment companies | None |
| Other pooled investment vehicles | None |
Other accounts:
Mr. Tauber has been managing officer of several limited liability companies which invest directly or indirectly in operating businesses and which may also invest in other investment partnerships and/or marketable securities. The value of the total assets held by each of these limited liability companies is not available because most of the investments held by these entities do not have readily available market values.
Mr. Tauber has not received any advisory fees which are based on the performance of the investments in these limited liability companies.
Conflicts of Interest: While it has been possible for a limited liability company of which Mr. Tauber has been a managing officer to invest directly in individual municipal bonds, these companies have not done so. It is more likely that, if these entities chose to invest in municipal bonds, they would do so through some type of investment where they would not control or have any influence on which municipal bonds are purchased.
29
Since Mr. Tauber received no advisory fee which is based on the performance of any of the accounts of these companies, no potential conflict of interest exists with regard to advisory fees.
The registrant has adopted a Code of Ethics and obtains the quarterly transactions and annual holdings of Mr. Tauber and the accounts over which he has signature authority to review the transactions and holdings for possible conflicts of interest.
Compensation: Mr. Tauber receives no compensation for his services to the registrant.
Valuation of Ownership: The value of the registrant’s shares beneficially owned by Mr. Tauber is over $1,000,000.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
There were no purchases by or on behalf of the registrant or any “affiliated purchaser” of shares of the registrant’s equity securities during the period covered by this report.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Directors since the Fund last provided disclosure in response to this item.
Item 11. Controls and Procedures.
(a) Based on their evaluation of registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)), within 90 days prior to the filing of this report, the registrant’s principal executive officer and principal financial officer determined that the registrant’s disclosure controls and procedures are appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.
(b) There has been no significant change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting, including no significant deficiencies or material weaknesses that required corrective action.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
| (a)(1) | Not applicable. |
| (a)(2) | Not applicable. |
30
| (a)(3) | Not applicable. |
| (a)(4) | Not applicable. |
| (b) | Not applicable. |
Item 13. Exhibits.
| (a)(1) | Not applicable. |
| (a)(2) | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| (a)(3) | Not applicable. |
| (b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). |
31
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KEYCO BOND FUND, INC.
| By: | /s/ Joel D. Tauber | |
| Joel D. Tauber, President |
Date: November 21, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ Joel D. Tauber | |
| Joel D. Tauber, President | ||
| By: | /s/ Ellen T. Horing | |
| Ellen T. Horing, Treasurer |
Date: November 21, 2023
32
EXHIBIT INDEX
33