Keyco Fund Sets Shareholder Meeting, Board Compensation Revealed

TL;DR

**Keyco Fund's governance is a family affair with no standard board committees, making it a high-risk, low-transparency play for outside investors.**

AI Summary

Keyco Fund, Inc. is holding its Annual Meeting of Shareholders on December 23, 2025, to elect five directors and ratify the appointment of Sanville & Company as its independent registered public accountants for the fiscal year ending September 30, 2026. The company reported audit fees of $18,200 for 2025, an increase from $17,600 in 2024, with total fees to Sanville & Company rising from $20,800 in 2024 to $21,400 in 2025. Notably, the Board of Directors, which met twice in fiscal year 2025, does not have audit, compensation, or nominating committees, and only the two independent directors, Mark E. Schlussel and Steve Milgrom, received compensation of $5,000 each for attending two meetings. Joel D. Tauber, the President, beneficially owns 15.6% of the outstanding common stock, while Shelby M. Tauber is the largest shareholder with 28.3%. The company has 12,390 shares of Common Stock issued and outstanding as of the November 1, 2025 record date.

Why It Matters

This DEF 14A filing provides crucial transparency into Keyco Fund's governance and financial oversight, particularly for its small shareholder base of 12,390 shares. The lack of traditional board committees (audit, compensation, nominating) could raise red flags for investors seeking robust corporate governance, especially given the significant beneficial ownership by related parties like the Tauber, Keywell, and Dishell families. For employees and customers, the filing offers little direct impact, but the company's operational stability, reflected in its consistent auditor relationship with Sanville & Company for ten years, suggests business as usual. In a competitive landscape, Keyco's unique governance structure and family-centric ownership might differentiate it, for better or worse, from more institutionally governed funds.

Risk Assessment

Risk Level: high — The risk level is high due to the absence of standard corporate governance committees (audit, compensation, nominating) on the Board of Directors, as explicitly stated in the filing. This structure, combined with significant beneficial ownership by related family members (e.g., Shelby M. Tauber owning 28.3%, Barbara J. Keywell owning 24.1%, and Gail A. Dishell owning 19.9%), creates a high potential for conflicts of interest and reduced independent oversight. The fact that only two independent directors received compensation ($5,000 each) while other officers and directors received no remuneration, aside from $86,500 for administrative services to an entity owned by an officer, further highlights this risk.

Analyst Insight

Investors should exercise extreme caution and thoroughly scrutinize the company's financial statements given the concentrated family ownership and lack of independent board committees. Consider the implications of a board where 'a single vote for a director will suffice to constitute a plurality of votes' and 'uncast votes or votes to “withhold authority” will not affect the election outcome.' This structure suggests limited shareholder influence on governance.

Executive Compensation

Key Numbers

• $18,200 — Audit fees for 2025 (Increased from $17,600 in 2024)
• $21,400 — Total fees to Sanville & Company for 2025 (Increased from $20,800 in 2024)
• 12,390 — Shares of Common Stock outstanding (As of November 1, 2025 record date)
• 28.3% — Beneficial ownership by Shelby M. Tauber (Largest individual shareholder)
• 15.6% — Beneficial ownership by Joel D. Tauber (President and significant shareholder)
• $5,000 — Compensation for each Independent Director (For attending two board meetings in fiscal year 2025)
• $86,500 — Payment for administrative services (To an entity owned by an officer of the Company)
• 2 — Number of Board of Directors meetings (Held during the fiscal year ended September 30, 2025)
• 1 — Number of shareholder meetings (Held during the fiscal year ended September 30, 2025)
• 10 — Years Sanville & Company has served as auditor (Prior to the current fiscal year ending September 30, 2026)

Key Players & Entities

• KEYCO FUND, INC. (company) — Registrant
• Sanville & Company (company) — Independent registered public accountants
• Joel D. Tauber (person) — President and beneficial owner of 15.6% of common stock
• Shelby M. Tauber (person) — Largest beneficial owner of 28.3% of common stock
• Mark E. Schlussel (person) — Independent Director
• Steve Milgrom (person) — Independent Director
• Thomas E. Purther (person) — Interested Director and Secretary
• Ellen T. Horing (person) — Interested Director and Treasurer
• Michael Pullman (person) — Interested Director
• Barbara J. Keywell (person) — Principal shareholder, owning 24.1% of common stock

FAQ

Risk Factors

• Lack of Board Committees [medium — operational]: The Board of Directors, which met only twice in fiscal year 2025, does not have dedicated audit, compensation, or nominating committees. This structure concentrates oversight responsibilities and may limit specialized review of critical functions.
• Concentration of Ownership [medium — financial]: Shelby M. Tauber beneficially owns 28.3% and Joel D. Tauber (President) owns 15.6% of the outstanding common stock. This concentration of ownership could influence corporate decisions and potentially limit minority shareholder influence.
• Significant Administrative Service Payments [medium — operational]: The company paid $86,500 for administrative services to an entity owned by an officer. This related-party transaction warrants scrutiny for fairness and potential conflicts of interest.
• Independent Auditor Oversight [low — regulatory]: While Sanville & Company has served as auditor for at least 10 years, the absence of an audit committee means the full board is responsible for auditor oversight. Audit fees increased to $18,200 in 2025 from $17,600 in 2024.

Industry Context

Keyco Fund, Inc. operates within the investment fund industry, which is subject to significant regulatory oversight. The industry is characterized by a need for robust corporate governance, transparent financial reporting, and independent auditing to maintain investor confidence. Trends often involve evolving regulatory landscapes and the need for efficient operational management.

Regulatory Implications

The company's structure, particularly the absence of specialized board committees, could attract regulatory scrutiny regarding governance effectiveness. The reliance on a single auditor for an extended period, coupled with related-party transactions for administrative services, also presents potential compliance considerations.

What Investors Should Do

1. Review Director Nominee Qualifications
2. Scrutinize Related-Party Transactions
3. Monitor Auditor Independence and Fees

Key Dates

• 2025-12-23: Annual Meeting of Shareholders — Shareholders will vote on director elections and ratification of independent auditors.
• 2025-11-01: Record Date — Determined shareholders entitled to vote at the Annual Meeting.
• 2025-11-25: Proxy Statement Mailing Date — Indicates when shareholders received information about the annual meeting and proposals.
• 2026-09-30: Fiscal Year End — The period for which the appointed independent auditors will provide services.

Glossary

DEF 14A

A filing with the SEC that provides definitive proxy material for an annual or special meeting of shareholders. (This document is the DEF 14A filing for Keyco Fund, Inc., detailing the matters to be voted on at the shareholder meeting.)

Independent Registered Public Accountants

An external accounting firm that is independent of the company and audits its financial statements. (Sanville & Company is proposed for ratification as Keyco Fund, Inc.'s independent auditor for the fiscal year ending September 30, 2026.)

Beneficial Ownership

The actual right to use or dispose of a security, even if it is registered in someone else's name. (Used to identify significant shareholders like Shelby M. Tauber (28.3%) and Joel D. Tauber (15.6%).)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (November 1, 2025, was the record date for Keyco Fund, Inc.'s annual meeting.)

Interested Directors

Directors who are considered 'interested persons' under the Investment Company Act of 1940, often due to officer status, significant stock ownership, or family ties. (Thomas E. Purther, Ellen T. Horing, and Michael Pullman are identified as interested directors.)

Quorum

The minimum number of shareholders or proxies required to be present at a meeting for business to be legally transacted. (A majority of the outstanding shares of Keyco Fund, Inc. constitutes a quorum for the annual meeting.)

Year-Over-Year Comparison

This filing indicates a slight increase in audit fees for fiscal year 2025 compared to 2024, rising from $17,600 to $18,200, and total fees to Sanville & Company increased from $20,800 to $21,400. The number of board meetings remained low at two for fiscal year 2025. No significant changes in ownership structure or director compensation are highlighted compared to the previous year, with independent directors still receiving $5,000 each.

Key Financial Figures

• $2,500 — o;Independent Director”) was paid $2,500 for each meeting of directors of the Co
• $5,000 — gs during the fiscal year and were paid $5,000 each. The Board has also determined tha
• $86,500 — y’s two independent directors and $86,500 for accounting, transfer agent, adminis
• $100,000 — ted Directors Thomas E. Purther Over $100,000 Over $100,000 Ellen T. Horing Over
• $100,000 M — Ellen T. Horing Over $100,000 Over $100,000 Michael Pullman $10,001–$50,000 $
• $10,001 — 0,000 Over $100,000 Michael Pullman $10,001–$50,000 $10,001–$50,000
• $50,000 — 00,000 Michael Pullman $10,001–$50,000 $10,001–$50,000 Independent Di

Filing Documents

• keyco-def14a_122325.htm (DEF 14A) — 204KB
• 0001999371-25-018586.txt ( ) — 205KB

(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 KEYCO FUND, INC. 27777 Franklin Road, Suite 1575 Southfield, Michigan 48034 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held Tuesday, December 23, 2025 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Keyco Fund, Inc., a Michigan corporation (the “Company” or the “Fund”), will be held electronically via conference call from the principal executive offices of the Company, 27777 Franklin Road, Suite 1575, Southfield, Michigan 48034, on Tuesday, December 23, 2025, at 3:30 p.m., Detroit time, for the following purposes: (1) To elect five directors to serve until the next Annual Meeting of Shareholders; (2) To consider and act upon a proposal to ratify the appointment of Sanville & Company as the Company’s independent registered public accountants for the year ending September 30, 2026; and (3) To transact such other business as may properly come before the meeting or any adjournments thereof. Information with respect to these matters is set forth in the accompanying Proxy Statement. The Board of Directors has fixed the close of business on November 1, 2025, as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting. Please execute and promptly return the enclosed Proxy (i.e., the blue sheet). Your designation of a proxy is revocable and will not affect your right to vote via conference call, in the event you find it convenient to attend the meeting electronically. Please call 1-248-353-0790 for conference call dial in information. By Order of the Board of Directors, JOEL D. TAUBER President Southfield, Michigan November 25, 2025 KEYCO FUND, INC. 27777 Franklin Road, Suite 1575 Southfield, Michigan 48034 PROXY ANNUAL MEETING OF SHAREHOLDERS TO BE HELD TUESDAY, DECEMBER 23, 2025 This Proxy Statement and the accompanying form of proxy are to be first mailed on or about N

View Full Filing

View this DEF 14A filing on SEC EDGAR