KEYSTONE AMERICA HARTWELL GROWTH FUND INC
485BPOS, 1995-05-31
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<PAGE>



       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION MAY 31, 1995.

                                                               File Nos. 2-28719
                                                               and 811-1633

                       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.       48                        X
                                    ---                       ---
                                      and

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

  Amendment No.                      24                        X
                                    ---                       ---

                         KEYSTONE HARTWELL GROWTH FUND
          (formerly named Keystone America Hartwell Growth Fund, Inc.)
               (Exact name of Registrant as specified in Charter)


             200 Berkeley Street, Boston, Massachusetts 02116-5034
              (Address of Principal Executive Offices) (Zip Code)

              Registrant's Telephone Number, including Area Code:
                                 (617) 338-3200

          Rosemary D. Van Antwerp, Esq., 200 Berkeley Street, Boston,
                                 MA 02116-5034
                    (Name and Address of Agent for Service)


It is proposed that this filing will become effective

 X   immediately  upon filing  pursuant to  paragraph  (b) of Rule 485 on (date)
- ---  pursuant  to  paragraph  (b) of Rule 485 60 days after  filing  pursuant to
- ---  paragraph (a)(i) of Rule 485 on (date) pursuant to paragraph (a)(i) of Rule
- ---  485 75 days  after  filing  pursuant  to  paragraph  (a)(ii) of Rule 485 on
- ---  (date) pursuant to paragraph (a)(ii) of Rule 485


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 last fiscal
year was filed November 29, 1994.
<PAGE>

                      KEYSTONE HARTWELL GROWTH FUND, INC.

                                  CONTENTS OF
                        POST-EFFECTIVE AMENDMENT NO. 48
                                       to
                             REGISTRATION STATEMENT

This   Post-Effective   Amendment   No.  48  to   Registration   Statement   No.
2-25215/811-1380  consists of the following  pages,  items of  information,  and
documents:

                                The Facing Sheet

                               The Contents Page

                           The Cross-Reference Sheet


                                     PART A

                                   Prospectus

(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

                                     PART B

                      Statement of Additional Information
(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

                                     PART C

                PART C - OTHER INFORMATION - ITEM 24(a) and (b)
(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

                              Financial Statements
(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

                          Independent Auditors' Report

(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

                              Listing of Exhibits
<PAGE>

(Contents Page continued)


         PART C - OTHER INFORMATION - ITEMS 25-32 - AND SIGNATURE PAGES

                        Number of Holders of Securities

                                Indemnification

                         Business and Other Connections

                             Principal Underwriter

                        Location of Accounts and Records

                                   Signatures

                    Exhibits (including Powers of Attorney)
<PAGE>

                         KEYSTONE HARTWELL GROWTH FUND

Cross-Reference  Sheet pursuant to Rules 404 and 495 under the Securities Act of
1933.

Items in
Part A of
Form N-1A       Prospectus Caption

(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

    1           Cover Page

    2           Fee Table

    3           Financial Highlights

    4           Cover Page
                The Fund
                Investment Objective and Policies
                Investment Restrictions
                Risk Factors

    5           Fund Management and Expenses
                Additional Information

    5A          Not Applicable

    6           The Fund
                Dividends and Taxes
                Fund Shares
                Pricing Shares

    7           How to Buy Shares
                Distribution Plans
                Shareholder Services

    8           How to Redeem Shares

    9           Not applicable

Items in
Part B of
Form N-1A       Statement of Additional Information Caption

(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incororated by reference herein.)

   10           Cover Page

   11           Table of Contents
<PAGE>

                         KEYSTONE HARTWELL GROWTH FUND

Cross-Reference Sheet continued.

Items in
Part B of
Form N-1A       Statement of Additional Information Caption

(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)

    12           Not applicable

    13           The Fund
                 Investment Policies
                 Investment Methods
                 Investment Restrictions
                 Brokerage
                 Appendix

    14           Directors and Officers

    15           Additional Information

    16           Investment Adviser
                 Sub-Adviser
                 Principal Underwriter
                 Distribution Plans
                 Sales Charges
                 Additional Information

    17           Brokerage

    18           The Fund
                 Capital Stock

    19           Distribution Plans

    20           Dividends and Taxes

    21           Principal Underwriter

    22           Standardized Total Return and Yield Quotations

    23           Financial Statements
<PAGE>


                         KEYSTONE HARTWELL GROWTH FUND


                                     PART A


                                   PROSPECTUS



(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)
<PAGE>

                         KEYSTONE HARTWELL GROWTH FUND


                                     PART B


                      STATEMENT OF ADDITIONAL INFORMATION



(Filed  with  Post-Effective  Amendment  No. 47 to  Registration  Statement  No.
2-25215/811-1380 and is incorporated by reference herein.)
<PAGE>

                         KEYSTONE HARTWELL GROWTH FUND

                                     PART C

                               OTHER INFORMATION

Item 24.     Financial Statements and Exhibits

Item 24(a).  Financial Statements

All financial statements listed below are included in Registrant's  Statement of
Additional Information, which was filed with Post- Effective Amendment No. 47 to
Registration  Statement No. 2-  25215/811-1380  and is incorporated by reference
herein.


Schedule of Investments                         September 30, 1994

Financial Highlights (All Classes)              For fiscal years ended September
                                                30, 1985 through  September  30,
                                                1994

Statement of Assets and Liabilities             September 30, 1994

Statement of Operations                         Year ended
                                                September 30, 1994

Statements of Changes in Net Assets             Two years ended
                                                September 30, 1994


Notes to Financial Statements


Independent Auditors' Report
  dated November 4, 1994


All other schedules are omitted as the required information is inapplicable.
<PAGE>

(24)(b)   Exhibits


 (1)              A copy of Registrant's form of Declaration of Trust was
                  filed with Post-Effective Amendment No. 47 to
                  Registration Statement No. 2-25215/811-1380 and is
                  incorporated by reference herein.

 (2)              A copy of the Registrant's Form of By-Laws was filed with
                  Post-Effective Amendment No. 47 to Registration Statement
                  No. 2-25215/811-1380 and is incorporated by reference
                  herein.

 (3)              Not applicable.

 (4)              Not applicable.

 (5) (A)          A copy of  the  form  of Investment  Advisory  and  Management
                  Agreement  between  the  Registrant  and  Keystone  Investment
                  Management  Company (formerly  Keystone Custodian Funds, Inc.)
                  was filed with Post-Effective Amendment No. 46 to Registration
                  Statement No. 2-287194/811-1633 as Exhibit 24 (b) (5) (A).

     (B)          A copy of the form of SubInvestment Advisory Agreement between
                  Keystone  Investment  Management  Company  (formerly  Keystone
                  Custodian Funds,  Inc.) and J.M. Hartwell Limited  Partnership
                  was filed with Post-Effective Amendment No. 46 to Registration
                  Statement No. 2-287194/811-1633 as Exhibit 24 (b) (5) (B)

 (6) (A)          A  copy  of  the  form  of  Principal  Underwriting  Agreement
                  between the  Registrant and Keystone  Investment  Distributors
                  Company (formerly Keystone Distributors,  Inc.) was filed with
                  Post-Effective  Amendment No. 47 to Registration Statement No.
                  2-25215/811-1380 and is incorporated by reference herein.

     (B)          A  copy  of  the  form  of Dealer  Agreement  used by Keystone
                  Investment    Distributors    Company    (formerly    Keystone
                  Distributors,  Inc.) was filed with  Post-Effective  Amendment
                  No. 40 to  Registration  Statement No.  2-28719/  811-1633 for
                  Keystone   America  Hartwell  Growth  Fund,  Inc.  as  Exhibit
                  24(b)(6)(A) and is incorporated by reference herein.

 (7)              Not applicable.

 (8)              A copy of the form of Registrant's Custodian,  Fund Accounting
                  and  Recordkeeping  Agreement with State Street Bank and Trust
                  Company  was filed  with  Post-Effective  Amendment  No. 47 to
                  Registration   Statement   No.   2-   25215/811-1380   and  is
                  incorporated by reference herein.
<PAGE>

Item 24(b) Exhibits (continued).

 (9)              Not applicable.

(10)              An  opinion  and  consent of  counsel  as to the  legality  of
                  securities registered was filed with Post-Effective  Amendment
                  No. 47 to Registration  Statement No. 2- 25215/811-1380 and is
                  incorporated by reference herein.

(11)              A consent as to the use of the  Independent  Auditors'  Report
                  was filed with Post-Effective Amendment No. 45 to Registration
                  Statement No.  2-25215/811-1380  for Keystone America Hartwell
                  Growth Fund, Inc. as Exhibit  24(b)(11) and is incorporated by
                  reference herein.

(12)              Not applicable.

(13)              Not applicable.

(14)              Copies of model plans used in the  establishment of retirement
                  plans  in  connection   with  which   Registrant   offers  its
                  securities were filed with Post-Effective  Amendment No. 66 to
                  Registration   Statement  No.  2-  10527/811-96  for  Keystone
                  Balanced Fund (K-1) as Exhibit  24(b)(14) and are incorporated
                  by reference herein.

(15)              A copy of the form of Registrant's  Class A, Class B and Class
                  C Distribution Plans were filed with Post-Effective  Amendment
                  No. 47 to Registration  Statement No. 2- 25215/811-1380 and is
                  incorporated by reference herein.

(16)              Schedules  for  computation  of total  return  were filed with
                  Post-Effective  Amendment No. 45 to Registration Statement No.
                  2-25215/811-1380  for Keystone  America  Hartwell Growth Fund,
                  Inc. as Exhibit  24(b)(16) and are  incorporated  by reference
                  herein.

(17)              A financial data schedule is filed herewith as Exhibit 27.

(18)              A copy of the  form of  Registrant's  Multiple  Class  Plan is
                  filed herewith.

(19)              Powers of Attorney are filed herewith.
<PAGE>

Item 25.          Persons Controlled by or under Common Control with
                  Registrant

                  Not applicable.

Item 26.          Number of Holders of Securities

                                                 Number of Record
                  Title of Class           Holders as of April 28, 1995

                  Shares of $1.00                 Class A - 1,589
                  par value                       Class B -   145
                                                  Class C -    65

Item 27.          Indemnification

         Provisions for the  indemnification of the Fund's Trustees and officers
are contained in Article 4 of the Registrant's Form of By- laws, a copy of which
was filed with  Post-Effective  Amendment No. 47 to  Registration  Statement No.
2-25215/811-1380 and is incorporated by reference herein.

         Provisions for the indemnification of Keystone Investment  Distributors
Company, the Registrant's principal  underwriter,  are contained in Section 9 of
the  Principal  Underwriting  Agreement  between  the  Registrant  and  Keystone
Investment  Distributors  Company, a copy of which was filed with Post-Effective
Amendment  No.  47  to  Registration  Statement  No.   2-25215/811-1380  and  is
incorporated by reference herein.

         Provisions for the  indemnification of Keystone  Investment  Management
Company and J.M. Hartwell Limited Partnership,  Registrant's  investment adviser
and  subadviser,  respectively,  are  contained  in Section 5 of the  Investment
Advisory and Management  Agreement  between  Registrant and Keystone  Investment
Management Company and Section 4 of the SubInvestment Advisory Agreement between
Keystone  Investment  Management Company and J.M. Hartwell Limited  Partnership,
forms of which were filed with  Post-Effective  Amendment No. 47 to Registration
Statement No. 2-25215/811-1380 and are incorporated by reference herein.
<PAGE>

Item 28.  Businesses and Other Connections of Investment Advisers

          Filed with Post-Effective  Amendment No. 47 to Registration  Statement
          No. 2-25215/811-1380 and is incorporated by reference herein.
<PAGE>

Item 29.  Principal Underwriter

    (a)           Keystone  Investment   Distributors  Company,  which  acts  as
                  Registrant's  principal  underwriter,  also acts as  principal
                  underwriter for the following entities:

                  Keystone America Hartwell Emerging Growth Fund, Inc.
                  Keystone Quality Fund (B-1)
                  Keystone Diversified Bond Fund (B-2)
                  Keystone High Income Bond Fund (B-4)
                  Keystone Balanced Fund (K-1)
                  Keystone Strategic Growth Fund (K-2)
                  Keystone Growth and Income Fund (S-1)
                  Keystone Mid-Cap Growth Fund (S-3)
                  Keystone Small Company Growth Fund (S-4)
                  Keystone Capital Preservation and Income Fund
                  Keystone Fund for Total Return
                  Keystone Global Opportunities Fund
                  Keystone Government Securities Fund
                  Keystone Intermediate Term Bond Fund
                  Keystone America Omega Fund, Inc.
                  Keystone State Tax Free Fund
                  Keystone State Tax Free Fund - Series II
                  Keystone Strategic Income Fund
                  Keystone Tax Free Income Fund
                  Keystone World Bond Fund
                  Keystone Fund of the Americas
                  Keystone International Fund Inc.
                  Keystone Liquid Trust
                  Keystone Precious Metals Holdings, Inc.
                  Keystone Strategic Development Fund
                  Keystone Tax Exempt Trust
                  Keystone Tax Free Fund
                  Master Reserves Trust

         (b)      Information  with  respect  to each  director  and  officer of
                  Registrant's  acting  principal  underwriter  was  filed  with
                  Post-Effective  Amendment No. 47 to Registration Statement No.
                  2-25215/811-1380 and is incorporated by reference herein.

Item 29(c). - Not applicable
<PAGE>

Item 30.          Location of Accounts and Records

                  200 Berkeley Street
                  Boston, Massachusetts 02116-5034

                  J.M. Hartwell Limited Partnership
                  515 Madison Avenue
                  New York, New York  10022

                  Keystone Investor Resource Center, Inc.
                  101 Main Street
                  Cambridge, MA 02142-1519

                  Data Vault, Inc.
                  3431 Sharp Slot Road
                  Swansea, MA  02277

                  State Street Bank and Trust Company
                  1776 Heritage Drive
                  Quincy, Massachusetts 02171


Item 31.          Management Services

                  Not applicable.


Item 32.          Undertakings

                  Upon request and without charge,  Registrant hereby undertakes
                  to furnish a copy of its latest annual report to  shareholders
                  to each person to whom a copy of the  Registrant's  prospectus
                  is delivered.
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements  for  the  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto duly authorized,  in the City of Boston,  in The
Commonwealth of Massachusetts, on the 31st day of May, 1995.

                                               KEYSTONE HARTWELL GROWTH FUND


                                               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
Registrant's  Registration  Statement  has been  signed  below by the  following
persons in the capacities indicated on the 31st day of May, 1995.


SIGNATURES                                     TITLE


/s/ George S. Bissell                          Chairman of the Board and Trustee
- --------------------------
George S. Bissell*

                                              President, Chief Executive Officer
/s/ Albert H. Elfner, III                     and Trustee
- --------------------------
Albert H. Elfner, III* 

                                              Treasurer (Principal Financial
/s/ Kevin J. Morrissey                        and Accounting Officer)
- --------------------------
Kevin J. Morrissey



                                             *By: /s/ Melina M.T. Murphy
                                                  --------------------------
                                                  Melina M.T. Murphy**
                                                  Attorney-in-Fact



<PAGE>



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/ Leroy Keith, Jr.                                 Trustee
- --------------------------
Leroy Keith, Jr.*

/s/ K. Dun Gifford                                   Trustee
- --------------------------
K. Dun Gifford*

/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  individuals pursuant to powers of
attorney duly executed by such persons and attached hereto as Exhibit 24(b)(19).
<PAGE>

                               INDEX TO EXHIBITS

                                                                Page Number
                                                                in Sequential
Exhibit Number           Exhibit                                Numbering System

         1               Declaration of Trust(5)

         2               By-Laws(5)

         5          (A)  Investment Advisory and
                           Management Agreement(4)
                    (B)  SubInvestment Advisory Agreement(4)

         6          (A)  Principal Underwriting Agreement(5)
                    (B)  Dealers Agreement(1)

         8               Custodian, Fund Accounting
                           and Recordkeeping Agreement(5)

         11              Independent Auditors Consent(2)

         14              Model Retirement Plans(3)

         15              Distribution Plans(5)

         16              Performance Data Schedules(2)

         17              Financial Data Schedules (filed as Exhibit 27)

         18              Form of 18f-3 Plan

         19              Powers of Attorney
- --------------------------------------------------------

         (1)Incorporated by reference herein to Post-Effective  Amendment No. 40
to Registration Statement No. 2-25215/811-1380.

         (2)Incorporated by reference herein to Post-Effective  Amendment No. 45
to Registration Statement No. 2-25215/811-1380.

         (3)Incorporated by reference herein to Post-Effective  Amendment No. 66
to Registration Statement No. 2-10527/811-96 for Keystone Balanced Fund (K-1).

         (4)Incorporated  by  reference  herein to  Registrant's  Post-Effective
Amendment No. 46 to Registration Statement No. 2-25215/811-1380.

         (5)Incorporated by reference herein to Post-Effective  Amendment No. 47
to Registration Statement No. 2-25215/811-1380.

<PAGE>

<PAGE>

                                                            EXHIBIT 99.24(b)(18)



                 MULTIPLE CLASS PLAN FOR KEYSTONE AMERICA FUNDS


         The Keystone  America Fund Family  currently offers a number of classes
of shares with the following class  provisions and current offering and exchange
characteristics.   Additional  classes  of  shares,   when  created,   may  have
characteristics that differ from those described.  References to percentages not
otherwise defined are to percentages of average daily net assets of a class.

         I.       CLASSES

         1.       Class A Shares

                  Keystone America Funds

                  Class A Shares have a  distribution  plan adopted  pursuant to
                  Rule 12b-1  under the  Investment  Company  Act of 1940 ("Rule
                  12b-1")  and/or  a  shareholder  services  plan,  which  plans
                  provide for payments, currently limited to 0.25% annually, for
                  distribution and/or shareholder services fees.

                  Class A Shares are offered with a front-end sales load, except
                  that  purchases  of Class A Shares  made on or after April 10,
                  1995 (a) in an amount equal to or exceeding $1 million  and/or
                  (b)  by  a   corporate   qualified   retirement   plan   or  a
                  non-qualified   deferred  compensation  plan  sponsored  by  a
                  corporation  having  100 or more  eligible  employees  are not
                  subject  to a  front-end  sales  load,  but are  subject  to a
                  contingent  deferred  sales  charge  ("CDSC")  of 1.00%  for a
                  period of 24 months from the date of purchase.

                  Class A Shares  may be  exchanged  for Class A Shares of other
                  Keystone  America Funds and Class A Shares of Keystone  Liquid
                  Trust.  Class A Shares  subject to a CDSC when  exchanged will
                  remain subject to the CDSC after the exchange.

                  Keystone Liquid Trust

                  Class A Shares have a  distribution  plan adopted  pursuant to
                  Rule 12b-1 and/or a  shareholder  services  plan,  which plans
                  provide for payments of up to 0.25% annually for  distribution
                  and/or shareholder services fees.

                  Class A Shares  are  offered  without  a sales  load.  Class A
                  Shares may be  exchanged  for Class A Shares of other funds in
                  the  Keystone  America  Fund Family and shares of funds in the
                  Keystone Fund Family.

         2.       Class B Shares

                  Keystone America Funds (except Keystone Capital
                  Preservation and Income Fund) and Keystone Liquid Trust

                  Class B Shares have  distribution  plans  adopted  pursuant to
                  Rule 12b-1 and may have a  shareholder  services  plan,  which
                  plans,  in the aggregate,  provide for payments of up to 1.00%
                  annually for distribution  and/or  shareholder  services fees.
                  Class B Shares  are  offered  at net  asset  value  without  a
                  front-end  sales  load but with a CDSC,  which is a  declining
                  percentage of the lesser of current net asset value or initial
                  cost.  For Class B shares  purchased on or after June 1, 1995,
                  the CDSC is imposed at rates  ranging  from a maximum of 5% of
                  amounts   redeemed   during  the  first  twelve  month  period
                  following  the month of  purchase  to 1% of  amounts  redeemed
                  during the sixth twelve month  period  following  the month of
                  purchase.

                  The  sub-class of Class B Shares  issued prior to June 1, 1995
                  automatically  convert to Class A Shares seven  calendar years
                  after  purchase  without a sales  load or  exchange  fee.  The
                  sub-class of Class B Shares issued on or after to June 1, 1995
                  automatically  convert to Class A Shares eight years after the
                  month of purchase without a sales load or exchange fee.

                  Class B Shares  may be  exchanged  for the same  sub-class  of
                  Class B Shares of other  Keystone  America  Funds and the same
                  sub-class of Class B Shares of Keystone Liquid Trust.  Class B
                  Shares subject to a CDSC when exchanged will remain subject to
                  the CDSC after the exchange.

                  Keystone Capital Preservation and Income Fund ("CPI")

                  CPI  Class  B  Shares  have  the  same  provisions  and  other
                  characteristics as those described above for Class B Shares of
                  the Keystone America Funds,  except that Class B Shares of CPI
                  (a) are subject to a CDSC, which is a declining  percentage of
                  the lesser of current net asset value or initial cost (for CPI
                  Class B shares purchased on or after June 1, 1995, the CDSC is
                  imposed  at rates  ranging  from a  maximum  of 3% of  amounts
                  redeemed  during the first twelve month period  following  the
                  month of purchase to 1% of amounts redeemed during the fourth
                  twelve   month   period   following   the  month  of  purchase
                  purchased);  and (b) have the  following  special  exchange or
                  conversion  features:  (i) at the  shareholder's  option,  the
                  sub-class  of CPI Class B Shares  issued prior to June 1, 1995
                  may be  exchanged  for CPI  Class A Shares  up to seven  years
                  after purchase and (ii) the sub-class of Class B Shares issued
                  on or after  June 1,  1995  automatically  convert  to Class A
                  Shares eight years after the month of purchase without a sales
                  load or exchange fee.

         3.       Class C Shares

                  Keystone America Funds and Keystone Liquid Trust

                  Class C Shares have a  distribution  plan adopted  pursuant to
                  Rule 12b-1,  and may have a shareholder  services plan,  which
                  plans provide,  in the aggregate,  for payments of up to 1.00%
                  annually for distribution  and/or  shareholder  services fees.
                  Class C Shares are subject to a CDSC, which is a percentage of
                  the  lesser  of  current  net  asset  value  or  initial  cost
                  (currently 1.00% for one year from the date of purchase).

                  Class C Shares  are  offered  at net  asset  value  without  a
                  front-end sales load.

                  Class C Shares  may be  exchanged  for Class C Shares of other
                  Keystone  America  Funds and Keystone  Liquid  Trust.  Class C
                  Shares subject to a CDSC when exchanged will remain subject to
                  the CDSC after the exchange.

         II.      CLASS EXPENSES

                  Each class  bears the  expenses  of its Rule 12b-1 plan and/or
                  shareholder  services plan. There currently are no other class
                  specific expenses.

         III.     EXPENSE ALLOCATION METHODS

                  Daily Distribution Funds

                  All income,  realized and unrealized  capital gains and losses
                  and expenses not assigned to a class will be allocated to each
                  share regardless of class.

                  Non-Daily Distribution Funds

                  All income, realized and unrealized capital gains
                  and losses and expenses not assigned to a class
                  will be  allocated  to each class  based on the  relative  net
                  asset value of each class.

         IV.      VOTING RIGHTS

                  Each class shall have  exclusive  voting  rights on any matter
                  submitted to its shareholders that relates solely to its class
                  arrangement.

                  Each class  shall have  separate  voting  rights on any matter
                  submitted  to  shareholders  where the  interests of one class
                  differ from the interests of any other class.

                  Each  class  has in all other  respects  the same  rights  and
                  obligations as each other class.

         V.       EXPENSE WAIVERS OR REIMBURSEMENTS

                  Any expense waivers or  reimbursements  shall be in compliance
                  with Rule 18f-3  issued  under the  Investment  Company Act of
                  1940.




<PAGE>

<PAGE>

                                                            EXHIBIT 99.24(b)(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




<PAGE>

                               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




<PAGE>


                               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




<PAGE>

                               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




<PAGE>

                               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





<PAGE>


                               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




<PAGE>

                               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




<PAGE>

                               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




<PAGE>

                               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



<PAGE>

                               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



<PAGE>
                               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



<PAGE>
                               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




<PAGE>

                               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





<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>        101
<NAME>  KEYSTONE HARTWELL GROWTH FUND CLASS A
<PERIOD-TYPE>   12-MOS
<FISCAL-YEAR-END>                     SEP-30-1994
<PERIOD-START>                        OCT-01-1993
<PERIOD-END>                          SEP-30-1994
<INVESTMENTS-AT-COST>                      10,754,082
<INVESTMENTS-AT-VALUE>                     19,171,924
<RECEIVABLES>                               1,757,703
<ASSETS-OTHER>                                 34,546
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                             20,964,173
<PAYABLE-FOR-SECURITIES>                      195,925
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                      75,549
<TOTAL-LIABILITIES>                           271,474
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                    9,775,476
<SHARES-COMMON-STOCK>                         952,694
<SHARES-COMMON-PRIOR>                       1,031,029
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                       (349,757)
<ACCUMULATED-NET-GAINS>                     2,094,347
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                    8,451,056
<NET-ASSETS>                               19,971,122
<DIVIDEND-INCOME>                             118,204
<INTEREST-INCOME>                              11,525
<OTHER-INCOME>                                      0
<EXPENSES-NET>                               (471,778)
<NET-INVESTMENT-INCOME>                      (342,049)
<REALIZED-GAINS-CURRENT>                    2,359,150
<APPREC-INCREASE-CURRENT>                  (4,148,618)
<NET-CHANGE-FROM-OPS>                      (2,131,517)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                   (2,402,150)
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                        40,253
<NUMBER-OF-SHARES-REDEEMED>                  (214,184)
<SHARES-REINVESTED>                            95,596
<NET-CHANGE-IN-ASSETS>                        (78,335)
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                     201,658
<OVERDISTRIB-NII-PRIOR>                    (2,913,599)
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                        (229,593)
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                              (471,778)
<AVERAGE-NET-ASSETS>                       22,967,536
<PER-SHARE-NAV-BEGIN>                           25.41
<PER-SHARE-NII>                                 (0.33)
<PER-SHARE-GAIN-APPREC>                         (1.75)
<PER-SHARE-DIVIDEND>                             0.00
<PER-SHARE-DISTRIBUTIONS>                       (2.37)
<RETURNS-OF-CAPITAL>                             0.00
<PER-SHARE-NAV-END>                             20.96
<EXPENSE-RATIO>                                  2.05
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>        102
<NAME>  KEYSTONE HARTWELL GROWTH FUND CLASS B
<PERIOD-TYPE>   12-MOS
<FISCAL-YEAR-END>                    SEP-30-1994
<PERIOD-START>                       OCT-01-1993
<PERIOD-END>                         SEP-30-1994
<INVESTMENTS-AT-COST>                      10,754,082
<INVESTMENTS-AT-VALUE>                     19,171,924
<RECEIVABLES>                               1,757,703
<ASSETS-OTHER>                                 34,546
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                             20,964,173
<PAYABLE-FOR-SECURITIES>                      195,925
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                      75,549
<TOTAL-LIABILITIES>                           271,474
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                      478,221
<SHARES-COMMON-STOCK>                          23,938
<SHARES-COMMON-PRIOR>                           1,713
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                         (2,245)
<ACCUMULATED-NET-GAINS>                        43,948
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                      (21,990)
<NET-ASSETS>                                  497,934
<DIVIDEND-INCOME>                               1,595
<INTEREST-INCOME>                                 101
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                 (8,657)
<NET-INVESTMENT-INCOME>                        (6,961)
<REALIZED-GAINS-CURRENT>                        6,461
<APPREC-INCREASE-CURRENT>                     (23,204)
<NET-CHANGE-FROM-OPS>                         (23,704)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                           0
<DISTRIBUTIONS-OF-GAINS>                      (11,026)
<DISTRIBUTIONS-OTHER>                               0
<NUMBER-OF-SHARES-SOLD>                        24,285
<NUMBER-OF-SHARES-REDEEMED>                    (2,541)
<SHARES-REINVESTED>                               481
<NET-CHANGE-IN-ASSETS>                         22,225
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                         251
<OVERDISTRIB-NII-PRIOR>                          (113)
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                          (2,862)
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                                (8,657)
<AVERAGE-NET-ASSETS>                          284,439
<PER-SHARE-NAV-BEGIN>                           25.41
<PER-SHARE-NII>                                 (0.52)
<PER-SHARE-GAIN-APPREC>                         (1.72)
<PER-SHARE-DIVIDEND>                             0.00
<PER-SHARE-DISTRIBUTIONS>                       (2.37)
<RETURNS-OF-CAPITAL>                             0.00
<PER-SHARE-NAV-END>                             20.80
<EXPENSE-RATIO>                                  3.04
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>        103
<NAME>  KEYSTONE HARTWELL GROWTH FUND CLASS C
<PERIOD-TYPE>   12-MOS
<FISCAL-YEAR-END>                    SEP-30-1994
<PERIOD-START>                       OCT-01-1993
<PERIOD-END>                         SEP-30-1994
<INVESTMENTS-AT-COST>                      10,754,082
<INVESTMENTS-AT-VALUE>                     19,171,924
<RECEIVABLES>                               1,757,703
<ASSETS-OTHER>                                 34,546
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                             20,964,173
<PAYABLE-FOR-SECURITIES>                      195,925
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