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SUPPLEMENT TO THE PROSPECTUS
AND STATEMENT OF
ADDITIONAL INFORMATION OF
KEYSTONE SMALL COMPANY GROWTH FUND II
("KSCGF II")
The prospectus and statement of additional information of the above-named
fund (the "Fund") are hereby supplemented as follows:
Since February 20, 1996 (commencement of operations) through August 31, 1996
("the Offering Period"), Keystone Investment Distributors Company will reallow
to brokers or others a commission based on the price paid for each Class A
Fund share sold, at the following rates: full reallowance plus an additional
0.50% for each Class A Fund share sold with respect to purchases in an amount
not exceeding $499,999, and full reallowance for each Class A Fund share sold
with respect to purchases in an amount in excess of $499,999.
In addition, during the Offering Period, Keystone Investment Distributors
Company will reallow to brokers or others a commission equal to 4.75% of the
price paid for each Class B Fund share sold as well as payment in advance of a
shareholder service fee at a rate of 0.25% per annum of the net asset value of
shares maintained by such recipients and outstanding on the books of the Fund
for specified periods, as described in the Fund's prospectus.
Such payments will be made to those dealers and others selling such shares
who pay to their registered representatives making such sales a portion of the
additional amount payable under this special dealer offer, determined in
accordance with their regular payment arrangements with such persons for sales
not made under a special dealer offer.
July 1, 1996
SCG2-SK2
