KEYSTONE BALANCED FUND K-1
N-30D, 1995-08-24
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Keystone Balanced Fund (K-1) 
(formerly Keystone Custodian Fund, Series K-1) 
Seeks income and growth from a quality selection of stocks and bonds. 

Dear Shareholder: 

We are pleased to report on the performance of Keystone Balanced Fund (K-1) 
for the twelve-month period which ended June 30, 1995. 

   On May 1, 1995, your Fund's name was revised to more clearly identify the 
Fund's investment strategy. However, we'd like to assure you that your Fund's 
strategy has remained the same--to seek income and growth from a quality 
selection of stocks and bonds. We made this name change at the suggestion of 
shareholders and their advisers who expressed a desire for a clearer, more 
meaningful name. 

Performance 
Keystone Balanced Fund (K-1) returned 14.20% for the twelve-month period. 

   Your Fund provided satisfactory performance with virtually all of the 
returns achieved during the first six months of 1995. US stocks and bonds 
have rallied strongly so far in 1995, after a mixed performance in 1994. 
Throughout the period, your Fund maintained its focus on stocks of well 
known, established US companies, and on investment-grade bonds. These quality 
investments tended to benefit the most from the positive environment for 
stocks and bonds since the beginning of 1995. 

   The last six months of 1994 were challenging as investors remained 
concerned about strong economic growth potentially leading to higher 
inflation. The Federal Reserve Board continued to raise short-term interest 
rates to prevent the economy from overheating and to control inflation. Yet, 
economic growth continued at a rapid pace. 

   The investment environment turned more positive early in 1995 as signs of 
slowing economic growth became more evident. In addition, the Federal Reserve 
Bank appeared satisfied with its efforts to control inflation through 
increases in short-term interest rates. Interest rates declined and bond 
prices rose, which benefited your Fund's fixed-income holdings. Meanwhile, 
corporate earnings continued to exceed analysts' expectations. We think this 
earnings strength was partly the result of a rise in foreign currencies and 
corporate restructurings at many US companies. 

   As global competition has increased over the last few years, many large US 
companies have sought to improve their competitive position by restructuring 
their businesses and lowering production costs. As a result, and in stark 
contrast to five or ten years ago, the US is now one of the lowest cost 
producers of goods and services in the industrialized world. We believe these 
restructurings are continuing to benefit many of your Fund's holdings of 
large, established companies. 

   In addition, a number of US multinational companies have benefited from 
the strength of selected foreign currencies. As the Japanese yen and the 
German mark reached new post-World War II highs versus the US dollar during 
the period, American goods and services have become comparatively less 
expensive. Selected exports have increased and the earnings of foreign 
subsidiaries of US multinationals have improved with the favorable foreign 
currency translation. This has resulted in improved revenues for many US 
companies that have significant foreign operations. With modernized plants 
and lower cost production, US products are now very competitive in the world 
markets. 

                                  --continued-- 

                                      1 
<PAGE>
 
Your Fund's conservative investment style focuses on providing consistent 
returns over the long term. By investing in a balanced allocation of 
dividend-paying stocks and high-quality bonds, we seek to provide more 
stability than a fund which invests solely in equities or only in 
fixed-income securities. We believe a careful selection of stocks and bonds 
can result in attractive income and reduced price volatility over the long 
term. We are confident that your Fund's approach will continue to be 
appropriate for investors seeking income, long-term growth and dependable 
returns. A further discussion of your Fund's strategy is contained under "A 
Discussion With Your Fund Manager" on page 3. 

Our Outlook 

With economic growth significantly slower in the first six months of 1995, we 
think the expected "soft landing" may have arrived. Looking ahead, we believe 
there are several reasons the investment environment for your Fund should 
continue to be attractive. Lower interest rates and modest inflation should 
be favorable for corporate earnings. Productivity has continued to improve at 
many corporations. US multinational companies in particular are in a more 
competitive position abroad. In Washington, we think investors may be 
encouraged by Congress's fiscally responsible initiatives. While final 
legislation has not been signed into law yet, we believe that this new 
direction by the elected officials in Washington may be a positive signal for 
the markets. 

   We think shareholders should keep the recent strong performance of markets 
in perspective, remembering that staying with a well thought out investment 
program developed with the advice of a financial adviser offers the greatest 
potential for reaching long-term financial goals. 

   We appreciate your continued support of Keystone Balanced Fund (K-1). If 
you have any comments or questions about your investment, we encourage you to 
write to us. 

Sincerely, 

[SIG] 

Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc. 

[SIG] 

George S. Bissell 
Chairman of the Board 
Keystone Funds 

August 1995 

[PICTURE BOX] 
Albert H. Elfner, III 
[PICTURE BOX] 
George S. Bissell 

                                      2 
<PAGE>
 
                              A Discussion With 
                              Your Fund Manager 
                                [PICTURE BOX] 

Walter McCormick is portfolio manager of Keystone Balanced Fund (K-1) and 
leads Keystone's core equity investment group. A Chartered Financial Analyst, 
Mr. McCormick has more than 25 years of investment management experience and 
holds an MBA from Rutgers University. We asked him several questions about 
the market's recent performance. His responses follow. 

Q. What is your strategy in managing the Fund? 

A. The Fund seeks income and growth from a quality selection of stocks and 
bonds. We focus primarily on stocks of established US companies, and 
investment grade government and corporate bonds. We believe the Fund's 
conservative, balanced approach offers long term investors the potential for 
consistent performance. 

Q. What was the investment environment like during the twelve-month period? 

A. The second half of 1994 was a difficult period for investors which gave 
way to an improved environment during the first six months of 1995. In the 
last half of 1994, economic activity was robust, and the Federal Reserve 
Board (the Fed) raised short-term interest rates several times in an attempt 
to slow growth and control inflation. At the beginning of 1995, the 
investment environment became more positive. The Fed appeared to have 
achieved its goal of reining in economic growth and containing inflation. As 
economic growth moderated, bond yields declined which was good news not only 
for bond holders, but also for stock investors. 

Q. How did the Fund perform? 

A. We were pleased with the Fund's performance and believe it was consistent 
with the Fund's conservative investments and long term approach. Over time, 
we think a portfolio of high quality stocks and bonds has tended to provide 
performance with fewer peaks and valleys. As a result, we expect the Fund to 
provide positive, but more modest results when the markets are rising and 
better price protection when the markets are declining. 

Q. When stocks rallied in the first six-months of 1995, how did it affect the 
Fund? 

A. The stock market rally had a positive effect on Fund performance. During 
the first six-months of 1995, stocks made strong gains--especially the stocks 
of large, established US companies which were typical holdings for the Fund. 
The solid performance of these stocks surprised many investors. These stocks 
have historically been among the first to benefit in a rising market. 
Investors often buy these blue chip stocks when the market begins to rally 
because they are usually well known, carefully followed by Wall Street 
analysts, and highly liquid. 

Fund Profile 
Objective: Seeks income and growth from a quality selection of stocks and 
bonds. 
Number of stocks: 175 
Average bond rating: AAA- 
Net assets: $1,316.9 millions 
Inception date: September 11, 1935 

                                      3 
<PAGE>
 
[PIE CHART INSERTS HERE] 
Asset Allocation 
as of June 30, 1995 
Bonds              (41%) 
Cash(1)             (1%) 
Stocks             (58%) 
(as a percentage of net assets) 
(1)Includes short-term investments and other assets and liabilities. 

Q. You increased the bond component of the Fund from 37% to 42% of net 
assets. Why? 

A. We added to the bond portion of the Fund from June through December 1994. 
During this time, the Fed continued to raise interest rates, and the Fund 
benefited from the increases in bond yields. When long-term interest rates 
began to decline in December 1994, bond prices rose, and the Fund profited 
from the appreciation of bonds in the portfolio. 

Q. What sectors did you focus on in this environment? 

A. During the twelve-month period, we emphasized dividend-paying equity 
securities of established companies. We focused on companies that we believed 
had demonstrated earnings growth and long term track records. Major industry 
concentrations were in the energy, pharmaceutical, finance, chemical, and 
capital goods sectors. Our bond investments primarily focused on long-term US 
Treasury securities and high-quality corporate bonds. 

Q. Turning to industry sectors for a moment, energy stocks continued to 
comprise a significant share of the Fund's assets. What was attractive about 
these stocks? 

A. We believe energy stock prices have been depressed. At nearly 9% of net 
assets, these stocks included the natural gas, oil and oil service sectors. 

We thought that energy stocks would benefit from improved world economies and 
limited productive capacity. Historically, as economic growth accelerates, 
the demand for energy has tended to increase, often resulting in higher 
prices. Some energy companies, such as our holdings of Mobil and Chevron, 
have restructured and cut costs to improve earnings. We expect selected 
energy stocks to continue to be an important component of the Fund's 
portfolio, providing attractive dividends and the potential for price 
appreciation. 

Q. You increased the finance portion of the Fund from 4.5% at the end of 1994 
to almost 6% on June 30, 1995. Why? 

A. Historically, finance stocks have performed well when interest rates have 
declined. As rates decline, the cost of funds for banks, credit card and 
mortgage companies typically declines. However, interest rates charged on 
loans usually do not decline right away. This effectively lowers a financial 
firm's costs and can result in an increase in gross margins. 

   During the first half of 1995, we emphasized holdings of government 
mortgage agencies such as the Federal National Mortgage Association (Fannie 
Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac). These 
public government chartered organizations were attractive to us because when 
interest rates rose in 1994, prices on finance stocks declined sharply, and 
these companies became undervalued, in our opinion. 

Top 5 Equity Industries 
as of June 30, 1995 
<TABLE>
<CAPTION>
<S>                      <C>
Industry              Percent of 
                      net assets 
Oil                      6.6 
Drugs                    5.9 
Finance                  5.5 
Chemicals                5.0 
Capital goods            4.2 
</TABLE>

                                      4 
<PAGE>
 
Top 10 Holdings 
as of June 30, 1995 
<TABLE>
<CAPTION>
<S>                                  <C>                         <C>
Stocks                                                        Percent of 
                                     Industry                 net assets 
General Electric                     Capital goods               3.3 
Johnson & Johnson                    Drugs                       2.0 
Chevron                              Oil                         1.6 
Monsanto                             Chemicals                   1.6 
AT&T                                 Telecommunications          1.5 
Bonds 
United States Treasury bonds, 7.88%, mat. 2021                   5.3 
United States Treasury bonds, 9.38%, mat. 2006                   4.2 
United States Treasury notes, 8.88%, mat. 1998                   2.0 
United States Treasury notes, 8.13%, mat. 1998                   1.6 
Federal National Mortgage Association, 8.00%, mat. 2024          1.1 
</TABLE>

Q. Capital goods companies represented more than 4% of net assets. Why did 
you emphasize this area? 

A. We think selected capital good companies stand to benefit from economic 
growth, especially overseas. These industrial companies are involved in 
producing machinery, hardware and products that are used in the manufacture 
of other products. A representative capital goods holding is General 
Electric. 

   GE was our number one holding at the end of the period. The company has 
diversified businesses (including financial services) in both the US and 
overseas. We believe the company has fundamental strength, solid earnings and 
is well managed. In our opinion, capital goods companies like GE should 
benefit from positive US economic growth and accelerating growth abroad. 

Q. Chemical companies were also an important weighting in the portfolio. Why? 

A. Chemical companies comprised 5% of net assets. These companies have been 
out of favor for several years. Many have spent the past few years 
restructuring their businesses and reducing costs. Today, we believe that 
selected chemical companies may benefit from an acceleration of global 
economic growth. Already worldwide demand for chemicals has increased, and 
many chemical companies have raised prices. 

Q. What are the long-term advantages of investing in a portfolio of stocks 
and bonds? 

A. Historically, portfolios comprised of a combination of high quality stocks 
and bonds have provided more stability and consistent returns than an 
investment only in stocks or bonds. By carefully allocating investments 
between stocks and bonds, we believe the risks associated with any one class 
of securities can be moderated. In the past twenty years, for example, there 
were three calendar years in which the Standard and Poor's 500 Index 
generated negative returns. In each of those years, the Lehman Aggregate Bond 
Index reported positive, respectable gains. For Keystone Balanced Fund (K-1), 
this balanced approach has resulted in positive performance in 18 out of the 
last 20 years. 

Q. What is your outlook? 

A. We are optimistic about the stock and bond markets for the next six 
months. We think the decline in long-term interest rates and slowing economic 
growth should be positive for the markets. While we anticipate slower 
earnings growth rates for US companies, we believe that multinational 
companies--which characterize many of the Fund's equity holdings--should 
benefit from positive economic growth abroad. 

                                   [diamond]
                   This column is intended to answer common 
              questions about your Fund. If you have a question 
                  you would like answered, please write to: 
                Keystone Investment Distributors Company, Inc. 
                  Attn: Manager, Shareholder Communications 
                             200 Berkeley Street, 
                      Boston, Massachusetts 02116-5034. 

                                      5 
<PAGE>
 
Your Fund's Performance 

                            [MOUNTAIN CHART GOES HERE] 

   Growth of an investment in Keystone Balanced Fund (K-1) 

(Plot Points) In Thousands
        Initial Investment   Reinvested Distributions
6/85         10000                  10000   
             11589                  12781   
6/87         10751                  14748   
              9238                  14250   
6/89         10066                  16540   
             10044                  17861   
6/91         10110                  19199   
             10784                  21475   
6/93         11148                  23706   
             10221                  23431   
6/95         11137                  26758   


   A $10,000 investment in Keystone Balanced Fund (K-1) made on June 30, 1985 
with all distributions reinvested was worth $26,758 on June 30, 1995. Past 
performance is no guarantee of future results. 

   The "if you redeemed" returns reflect the deduction of the 3% contingent 
deferred sales charge (CDSC) for those investors who sold Fund shares after 
one calendar year. Investors who retained their fund investment earned the 
returns reported in the second column of the table. 

   The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 

Six-Month Performance as of June 30, 1995 

<TABLE>
<CAPTION>
<S>                                     <C>
Total return*                            14.20% 
Net asset value 6/30/94                 $ 9.26 
6/30/95                                 $10.09 
Dividends                               $  .33 
Capital gains                           $  .105 

</TABLE>

*Before deduction of contingent deferred sales charge (CDSC). 

Historical Record as of June 30, 1995 

<TABLE>
<CAPTION>
                              If you     If you did 
Cumulative total return      redeemed    not redeem 
<S>                          <C>          <C>
1-year                         11.20%       14.20% 
5-year                         49.81%       49.81% 
10-year                       167.58%      167.58% 
Average annual total return 
1-year                         11.20%       14.20% 
5-year                          8.42%        8.42% 
10-year                        10.34%       10.34% 
</TABLE>

   You may exchange your shares for another Keystone fund by phone or in 
writing for a $10 fee. The exchange fee is waived for individual investors 
who make an exchange using Keystone's Automated Response Line (KARL). The 
Fund reserves the right to change or terminate the exchange offer. 

                                      6 
<PAGE>
 
Growth of an Investment 

Comparison of change in value of a $10,000 investment in Keystone Balanced 
Fund (K-1), the Standard & Poor's 500 Index, and the Consumer Price Index. 

               Fund Average 
            Annual Total Return
        1 Year     5 Year    10 Year
        11.20%     8.42%     10.34%

                   Fund        S&P 500        CPI
6/85               10000        10000        10000
                   12781        13558        10177
6/87               14748        16946        10548
                   14250        15726        10967
6/89               16540        18939        11533
                   17861        21976        12073
6/91               19199        23596        12639
                   21475        26776        13030
6/93               23706        30422        13420
                   23431        30851        13755
6/95               26758        38894        14145

Past performance is no guarantee of future results. The one-year return 
reflects the deduction of the Fund's 3% contingent deferred sales charge for 
shares held for more than one year. CPI is through May 31, 1995.

This chart graphically compares your Fund's total return performance to 
certain investment indexes. It is the result of fund performance guidelines 
issued by the Securities and Exchange Commission. The intent is to provide 
investors with more information about their investment. 

Components of the Chart 

The chart is composed of several lines that represent the accumulated value 
of an initial $10,000 investment for the period indicated. The lines 
illustrate a hypothetical investment in: 

1. Keystone Balanced Fund (K-1) 

The Fund seeks income and growth from a quality selection of stocks and 
bonds. The return is quoted after deducting sales charges (if applicable), 
fund expenses and transaction costs and assumes reinvestment of all 
distributions. 

2. Standard & Poor's 500 Index (S&P 500) 

The S&P 500 is a broad-based unmanaged index of common stock prices. It is 
comprised of stocks of the largest US companies. These stocks are selected 
and compiled by Standard & Poor's Corporation according to criteria that may 
be unrelated to your Fund's investment objective. 

3. Consumer Price Index (CPI) 

This index is a widely recognized measure of the cost of goods and services 
produced in the US. The index contains factors such as prices of services, 
housing, food, transportation and electricity which are compiled by the US 
Bureau of Labor Statistics. The CPI is generally considered a valuable 
benchmark for investors who seek to outperform increases in the cost of 
living. 

   These indexes do not include transaction costs associated with buying and 
selling securities, and do not hold cash to meet redemptions. It would be 
difficult for most individual investors to duplicate these indexes. 

Understanding What the Chart Means 

The chart demonstrates your Fund's total return performance in relation to a 
well known investment index and to increases in the cost of living. It is 
important to understand what the chart shows and does not show. 

                                      7 
<PAGE>
 
This illustration is useful because it charts Fund and index performance 
over the same time frame and over a long period. Long-term performance is a 
more reliable and useful measure of performance than measurements of 
short-term returns or temporary swings in the market. Your financial adviser 
can help you evaluate fund performance in conjunction with the other 
important financial considerations such as safety, stability and consistency. 

Limitations of the Chart 

The chart, however, limits the evaluation of Fund performance in several 
ways. Because the measurement is based on total returns over an extended 
period of time, the comparison often favors those funds which emphasize 
capital appreciation when the market is rising. Likewise, when the market is 
declining, the comparison usually favors those funds which take less risk. 

Performance Can Be Distorted 

Funds which are more conservative in their orientation and which place an 
emphasis on capital preservation will tend to compare less favorably when the 
market is rising. In addition, funds which have income as one of their 
objectives also will tend to compare less favorably to relevant indexes. 

   Indexes may also reflect the performance of some securities which a fund 
may be prohibited from buying. A bond fund, for example, may be limited to 
investments in only high quality bonds, or a stock fund may only be able to 
buy stocks that have been traded on a stock exchange for a minimum number of 
years or stocks that have a certain market capitalization. Indexes usually do 
not have the same investment restrictions as your Fund. 

Indexes Do Not Include Costs of Investing 

The comparison is further limited in its utility because the indexes do not 
take into account any deductions for sales charges, transaction costs or 
other fund expenses. Your Fund's performance figures do reflect such 
deductions. Sales charges--whether up-front or deferred--pay for the cost of 
the investment advice of your financial adviser. Transaction costs pay for 
the costs of buying and selling securities for your Fund's portfolio. Fund 
expenses pay for the costs of investment management and various shareholder 
services. None of these costs are reflected in index total returns. The 
comparison is not completely realistic because an index cannot be duplicated 
by an investor--even an unmanaged index--without incurring some charges and 
expenses. 

One of Several Measures 

The chart is one of several tools you can use to understand your investment. 
It should be read in conjunction with the Fund's prospectus, and annual and 
semiannual reports. Also, your financial adviser, who understands your 
personal financial situation, can best explain the features of your Keystone 
fund and how it applies to your financial needs. 

Future Returns May Be Different 

Shareholders also should be mindful that the long-run performance of either 
the Fund or the indexes is not representative of what shareholders should 
expect to receive from their Fund investment in the future; it is presented 
to illustrate only past performance and is not a guarantee of future returns. 

                                      8 
<PAGE>
 
SCHEDULE OF INVESTMENTS-June 30, 1995 
<TABLE>
<CAPTION>
                                                       Market 
                                           Shares       Value 
---------------------------------------    ------    ---------- 
<S>                                       <C>       <C>
COMMON STOCKS (55.6%) 
ADVERTISING & PUBLISHING (0.7%) 
Donnelly (R.R.) & Sons Co.                 70,000   $ 2,520,000 
Dun & Bradstreet Corp.                     48,600     2,551,500 
Gannett, Inc.                              46,800     2,538,900 
Times Mirror Co., Class A                  39,400       940,675 
---------------------------------------      ----      -------- 
                                                      8,551,075 
---------------------------------------                -------- 
AEROSPACE (1.7%) 
Boeing Co.                                220,500    13,808,812 
Honeywell, Inc.                            49,600     2,139,000 
Raytheon Co.                               34,000     2,639,250 
Rockwell International Corp.               50,000     2,287,500 
United Technologies Corp.                  31,100     2,429,688 
---------------------------------------      ----      -------- 
                                                     23,304,250 
---------------------------------------                -------- 
AMUSEMENTS (0.2%) 
Carnival Corp., Class A                    52,000     1,215,500 
Hilton Hotels Corp.                        20,000     1,405,000 
---------------------------------------      ----      -------- 
                                                      2,620,500 
---------------------------------------                -------- 
AUTOMOTIVE (1.2%) 
Ford Motor Co.                            220,000     6,545,000 
General Motors Corp.                      150,000     7,031,250 
Genuine Parts Co.                          62,025     2,349,197 
---------------------------------------      ----      -------- 
                                                     15,925,447 
---------------------------------------                -------- 
BUILDING MATERIALS (0.2%) 
Armstrong World Industries, Inc.           10,000       501,250 
Masco Corp.                                35,000       945,000 
Sherwin-Williams Co.                       15,000       534,375 
---------------------------------------      ----      -------- 
                                                      1,980,625 
---------------------------------------                -------- 
CAPITAL GOODS (4.2%) 
Cooper Industries, Inc.                    21,200       837,400 
Deere & Co.                                20,000     1,712,500 
Emerson Electric Co.                       54,000     3,861,000 
General Electric Co.                      796,000    44,874,500 
Ingersoll-Rand Co.                         50,500     1,931,625 
Johnson Controls, Inc.                     18,500     1,045,250 
Sundstrand Corp.                           17,000     1,015,750 
Westinghouse Electric Corp.                60,000       877,500 
---------------------------------------      ----      -------- 
                                                     56,155,525 
---------------------------------------                -------- 
CHEMICALS (5.0%) 
Air Products & Chemicals, Inc.             28,000     1,561,000 
Dow Chemical Co.                          133,200     9,573,750 
Du Pont (E.I.) de Nemours & Co.           131,000     9,006,250 
Grace (W.R.) & Co.                         39,500     2,424,312 
Hercules, Inc.                             39,000     1,901,250 
Monsanto Co.                              233,400    21,035,175 
PPG Industries, Inc.                      456,000    19,608,000 
Praxair, Inc.                              30,000       750,000 
Union Carbide Corp.                        30,000     1,001,250 
---------------------------------------      ----      -------- 
                                                     66,860,987 
---------------------------------------                -------- 
CONSUMER GOODS (2.9%) 
Avon Products, Inc.                        16,300     1,092,100 
Colgate-Palmolive Co.                      35,000     2,559,375 
Eastman Kodak Co.                          78,500     4,759,062 
Gillette Co.                              400,000    17,850,000 
International Flavors & Fragrances, 
  Inc.                                     48,000     2,388,000 
Procter & Gamble Co.                      110,000     7,906,250 
Tambrands, Inc.                            27,000     1,154,250 
Whirlpool Corp.                            29,800     1,639,000 
---------------------------------------      ----      -------- 
                                                     39,348,037 
---------------------------------------                -------- 
DIVERSIFIED COMPANIES (1.2%) 
Allied-Signal, Inc.                        71,300     3,172,850 
Corning, Inc.                              61,200     2,004,300 
ITT Corp.                                  33,400     3,924,500 
Minnesota Mining & Manufacturing Co.       80,000     4,580,000 
Tenneco, Inc.                              25,000     1,150,000 
Textron, Inc.                              16,600       964,875 
---------------------------------------      ----      -------- 
                                                     15,796,525 
---------------------------------------                -------- 
DRUGS (5.9%) 
Abbott Laboratories                       168,000     6,804,000 
American Home Products Corp.               90,000     6,963,750 
Baxter International, Inc.                 47,400     1,724,175 
Bristol-Myers Squibb Co.                   55,000     3,746,875 
Johnson & Johnson                         405,200    27,401,650 
Lilly (Eli) & Co.                          66,000     5,181,000 
Merck & Co.                               213,000    10,437,000 
Pfizer, Inc.                               72,600     6,706,425 
Schering-Plough Corp.                     102,400     4,518,400 
SmithKline Beecham PLC, ADR                57,200     2,588,300 
Warner-Lambert Co.                         42,000     3,627,750 
---------------------------------------      ----      -------- 
                                                     79,699,325 
---------------------------------------                -------- 
See Notes to Schedule of Investments.   (continued on next page)
                                      9 
<PAGE>
 
ELECTRONICS PRODUCTS (0.3%) 
AMP, Inc.                                  50,000   $ 2,112,500 
General Signal Corp.                       20,000       795,000 
Thomas & Betts Corp.                       20,000     1,367,500 
---------------------------------------      ----      -------- 
                                                      4,275,000 
---------------------------------------                -------- 
FINANCE (5.5%) 
American Express Co.                      100,000     3,512,500 
Banc One Corp.                             55,000     1,773,750 
BankAmerica Corp.                         346,960    18,258,770 
Chemical Banking Corp.                    112,854     5,332,352 
Dean Witter, Discover & Co.                27,321     1,284,087 
Federal Home Loan Mortgage Corp.          189,200    13,007,500 
Federal National Mortgage Association     128,700    12,146,062 
Fleet Financial Group, Inc.                60,000     2,227,500 
Merrill Lynch & Co., Inc.                  42,000     2,205,000 
Morgan (J.P.) & Co., Inc.                  42,000     2,945,250 
Nationsbank Corp.                          50,000     2,681,250 
PMI Group                                  53,600     2,324,900 
Salomon Inc.                               60,000     2,407,500 
Wells Fargo & Co.                          24,200     4,362,050 
---------------------------------------      ----      -------- 
                                                     74,468,471 
---------------------------------------                -------- 
FOODS (3.4%) 
Anheuser-Busch Cos., Inc.                  52,000     2,957,500 
CPC International, Inc.                    46,800     2,889,900 
General Mills, Inc.                        30,000     1,541,250 
Heinz (H.J.) Co.                           52,800     2,343,000 
Kellogg Co.                                44,000     3,140,500 
PepsiCo., Inc.                            145,000     6,615,625 
Philip Morris Cos., Inc.                  227,100    16,890,562 
RJR Nabisco Holdings Corp.                190,923     5,321,979 
Sara Lee Corp.                             86,000     2,451,000 
UST, Inc.                                  46,200     1,374,450 
---------------------------------------      ----      -------- 
                                                     45,525,766 
---------------------------------------                -------- 
INSURANCE (1.8%) 
Aetna Life & Casualty Co.                  30,000     1,886,250 
American General Corp.                     80,000     2,700,000 
CIGNA Corp.                                20,000     1,552,500 
General Reinsurance Corp.                  95,000    12,718,125 
SAFECO Corp.                               34,100     1,954,356 
St. Paul Cos., Inc.                        40,000     1,970,000 
Torchmark Corp.                            17,550       662,512 
Transamerica Corp.                         14,000       815,500 
---------------------------------------      ----      -------- 
                                                     24,259,243 
---------------------------------------                -------- 
METALS & MINING (0.5%) 
Aluminum Co. of America                    40,000     2,005,000 
Freeport-McMoRan, Inc.                     80,000     1,410,000 
Phelps Dodge Corp.                         22,000     1,298,000 
Reynolds Metals Co.                        24,400     1,262,700 
---------------------------------------      ----      -------- 
                                                      5,975,700 
---------------------------------------                -------- 
NATURAL GAS (1.5%) 
Coastal Corp.                              24,000       729,000 
Consolidated Natural Gas Co.               17,500       660,625 
Enron Corp.                                54,000     1,896,750 
Enron Global Power & Pipelines LLC        101,500     2,410,625 
Panhandle Eastern Corp.                    34,800       848,250 
Sonat, Inc.                               455,000    13,877,500 
---------------------------------------      ----      -------- 
                                                     20,422,750 
---------------------------------------      ----      -------- 
OFFICE & BUSINESS EQUIPMENT (1.4%) 
IBM Corp.                                 167,800    16,108,800 
Xerox Corp.                                20,923     2,453,222 
---------------------------------------      ----      -------- 
                                                     18,562,022 
---------------------------------------                -------- 
OIL (6.6%) 
Amoco Corp.                                96,600     6,435,975 
Atlantic Richfield Co.                    144,500    15,858,875 
Chevron Corp.                             463,600    21,615,350 
Exxon Corp.                                63,500     4,484,687 
Mobil Corp.                               155,400    14,918,400 
Occidental Petroleum Corp.                157,000     3,591,375 
Royal Dutch Petroleum Co.                  70,100     8,543,438 
Texaco, Inc.                              150,000     9,843,750 
Unocal Corp.                              100,000     2,762,500 
---------------------------------------      ----      -------- 
                                                     88,054,350 
---------------------------------------      ----      -------- 
OIL SERVICES (0.3%) 
Halliburton Co.                            45,200     1,615,900 
McDermott International, Inc.              38,000       916,750 
Schlumberger, Ltd.                         31,100     1,932,088 
---------------------------------------      ----      -------- 
                                                      4,464,738 
---------------------------------------                -------- 
See Notes to Schedule of Investments.
                                      10 
<PAGE>
 
PAPER & PACKAGING (1.9%) 
Georgia-Pacific Corp.                      30,800  $  2,671,900 
International Paper Co.                    28,500     2,443,875 
Kimberly-Clark Corp.                       34,800     2,083,650 
Union Camp Corp.                           25,500     1,475,812 
Weyerhaeuser Co.                          370,350    17,452,744 
---------------------------------------      ----      -------- 
                                                     26,127,981 
---------------------------------------                -------- 
REAL ESTATE (1.4%) 
Beacon Properties (R.E.I.T.)              700,000    13,912,500 
Liberty Property Trust (R.E.I.T.)         100,000     1,962,500 
Spieker Properties (R.E.I.T.)             100,000     2,237,500 
---------------------------------------      ----      -------- 
                                                     18,112,500 
---------------------------------------                -------- 
RETAIL (0.7%) 
K Mart Corp.                              100,000     1,462,500 
May Department Stores Co.                  60,000     2,497,500 
Melville Corp.                             30,000     1,027,500 
Sears, Roebuck and Co.                     70,000     4,191,250 
Woolworth (F.W.) Co.                       48,000       726,000 
---------------------------------------      ----      -------- 
                                                      9,904,750 
---------------------------------------                -------- 
SERVICES (0.3%) 
Block (H&R), Inc.                          37,200     1,529,850 
Browning-Ferris Industries, Inc.           40,000     1,445,000 
Deluxe Corp.                               15,000       496,875 
Ogden Corp.                                17,500       382,813 
---------------------------------------      ----      -------- 
                                                      3,854,538 
---------------------------------------                -------- 
TELECOMMUNICATIONS (3.2%) 
Ameritech Corp.                           124,000     5,456,000 
AT&T Corp.                                383,000    20,346,875 
Bell Atlantic Corp.                        90,000     5,040,000 
GTE Corp.                                 162,000     5,528,250 
NYNEX Corp.                                88,088     3,545,542 
Southern New England 
  Telecommunications Corp.                 30,000     1,057,500 
Sprint Corp.                               75,480     2,538,015 
---------------------------------------      ----      -------- 
                                                     43,512,182 
---------------------------------------                -------- 
TRANSPORTATION (2.3%) 
Burlington Northern, Inc.                  20,300     1,286,513 
Canadian Pacific Ltd.                      78,300     1,360,462 
Conrail, Inc.                              30,000     1,668,750 
CSX Corp.                                 153,000    11,494,125 
Norfolk Southern Corp.                    190,000    12,801,250 
Union Pacific Corp.                        46,800     2,591,550 
---------------------------------------      ----      -------- 
                                                     31,202,650 
---------------------------------------                -------- 
UTILITIES (1.3%) 
American Electric Power Co., Inc.          39,500     1,387,438 
Central & South West Corp.                 40,600     1,065,750 
Consolidated Edison Co. of 
  New York, Inc.                           74,000     2,183,000 
Dominion Resources, Inc.                   31,050     1,133,325 
Duke Power Co.                             42,000     1,743,000 
Florida Progress Corp.                     71,400     2,231,250 
FPL Group, Inc.                            27,000     1,042,875 
Houston Industries, Inc.                   43,400     1,828,225 
Ohio Edison Co.                            34,400       778,300 
PacifiCorp                                 35,400       663,750 
Public Service Enterprise Group, Inc.      54,969     1,525,390 
Texas Utilities Co.                        44,105     1,516,109 
Unicom Corp.                               36,000       958,500 
---------------------------------------      ----      -------- 
                                                     18,056,912 
---------------------------------------                -------- 
TOTAL COMMON STOCKS 
  (Cost--$535,283,233)                              747,021,849 
---------------------------------------                -------- 
CONVERTIBLE/PREFERRED STOCKS (2.3%) 
Alco Standard Corp., $2.375, Series AA    200,000    17,900,000 
Allstate Corp.                             64,200     2,616,150 
American General DEL LLC                   37,500     1,945,313 
Chrysler Corp., $4.625 
  (4/30/92--$606,475) (b)                  10,000     1,335,000 
Rouse Co., $3.25, Conv. Series A          125,000     6,375,000 
St. Paul Co., LLC                          25,000     1,306,250 
---------------------------------------      ----      -------- 
TOTAL CONVERTIBLE/PREFERRED STOCKS 
  (Cost--$21,676,214)                                31,477,713 
-------------------------------------------------      -------- 
</TABLE>
                                        (continued on next page)
                                      11 
<PAGE>
 
SCHEDULE OF INVESTMENTS-June 30, 1995 
<TABLE>
<CAPTION>
                                                            Interest  Maturity       Par           Market 
                                                              Rate      Date        Value           Value 
                                                             ------    ------     ----------    -------------- 
<S>                                  <C>                      <C>       <C>      <C>             <C>
FIXED INCOME (40.5%) 
CONVERTIBLE BONDS (2.1%) 
 INSURANCE (1.1%) 
 Equitable Companies, Inc.           Conv. Deb. (Subord.)      6.13%    2024     $14,400,000     $14,976,000 
 -------------------------------      --------------------     ----     ----      --------      ------------ 
 OFFICE & BUSINESS EQUIPMENT (1.0%) 
 EMC Corp.                           Conv.                     4.25     2001      10,000,000      13,275,000 
 -------------------------------      --------------------     ----     ----      --------      ------------ 
TOTAL CONVERTIBLE BONDS (Cost--$24,468,490)                                                       28,251,000 
 -------------------------------------------------------------------    ----      --------      ------------ 
INDUSTRIAL BONDS & NOTES (5.5%) 
 ADVERTISING & PUBLISHING (0.4%) 
 Donnelly (R.R.) & Sons Co.          Med. Term Notes           6.58     2005       5,000,000       4,954,000 
 ------------------------------------------------------------------------------------------------------------ 
 AUTOMOTIVE (0.3%) 
 General Motors Corp.                Notes                     9.63     2000       6,000,000       6,747,420 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 CONSUMER GOODS (0.5%) 
 Procter & Gamble, ESOP              Deb. Series A             9.36     2021       5,000,000       6,092,750 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 DIVERSIFIED COMPANIES (0.4%) 
 General Electric Capital 
  Corporation                        Notes                     8.75     2007       4,825,000       5,621,511 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 NATURAL GAS (0.2%) 
 Wisconsin Natural Gas Co.           Deb.                      8.25     2022       2,300,000       2,484,230 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 MEDIA (0.3%) 
 Time Warner Entertainment           Deb.                      9.63     2002       3,000,000       3,362,010 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 OIL (1.0%) 
 Atlantic Richfield Co.              Deb.                      9.88     2016       5,500,000       6,964,705 
 California Petroleum Transport 
  Corp.                              FMB                       8.52     2015       2,500,000       2,609,000 
 Occidental Petroleum Corp.          Sr. Notes                11.13     2010       2,600,000       3,420,664
 ------------------------------------------------------------------------------------------------------------ 
                                                                                                  12,994,369 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 RETAIL (0.4%) 
 Dayton Hudson Corp.                 Deb.                      9.75     2002       5,000,000       5,789,950 
 -------------------------------      --------------------     ----     ----       --------      ------------ 
 TELECOMMUNICATIONS (1.4%) 
 AT&T Corp.                          Notes                     7.50     2006       6,000,000       6,295,800 

See Notes to Schedule of Investments. 

                                      12 
<PAGE>
 
                                                            Interest  Maturity       Par           Market 
                                                              Rate      Date        Value           Value 
                                                              ----      ----       --------      ------------ 
 TELECOMMUNICATIONS -- CONTINUED 
 Ameritech Capital Funding 
  Corp.                              Deb.                      7.50%    2005     $6,000,000      $ 6,348,960 
 Cincinnati Bell, Inc.               Deb.                      9.10     2000      5,000,000        5,492,850
 ------------------------------------------------------------------------------------------------------------ 
                                                                                                  18,137,610 
 -------------------------------      --------------------     ----      ----      --------      ------------ 
 UTILITIES (0.6%) 
 Cincinnati Gas & Electric Co.       FMB                      10.20     2020      1,000,000        1,010,000 
 Rural Electric Coop.                Gov't. Gtd.               8.67     2018      4,000,000        4,530,880 
 System Energy Resources, Inc.       FMB                      11.38     2016      2,568,000        2,894,906
 ------------------------------------------------------------------------------------------------------------ 
                                                                                                   8,435,786 
 -------------------------------      --------------------     ----      ----      --------      ------------ 
TOTAL INDUSTRIAL BONDS & NOTES (Cost--$73,344,233)                                                74,619,636 
 -----------------------------------------------------------------------------                   ------------ 
BANK & FINANCE BONDS & NOTES (5.6%) 
 Associates Corp. of North 
  America                            Deb.                      7.50     1999      3,000,000        3,103,080 
 Banc One Credit Card Master         Series 1994-A Class 
  Trust                              A                         7.15     1998      5,000,000        5,065,600 
 Bankamerica Corp.                   Notes                     7.13     2005      6,000,000        6,054,600 
 Bank of Boston Corp.                Deb.                     10.30     2000      3,000,000        3,017,340 
 Barnett Banks, Inc.                 Notes (Subord.)          10.88     2003      4,500,000        5,534,910 
 Boatmens Bancshares, Inc.           Deb.                      9.25     2001      2,000,000        2,231,620 
 European Investor Bank              Deb.                      9.13     1997      5,000,000        5,718,750 
 First Chicago Corp.                 Sub. Notes                8.88     2002      4,800,000        5,292,528 
 Fleet Mortgage Securities, 
  Inc.                               Notes                     6.13     1997      3,000,000        2,982,210 
 Ford Capital BV                     Deb.                      9.00     1996      5,000,000        5,121,700 
 Greentree Financial Corp.           Sr. Notes (Subord.)      10.25     2002      5,000,000        5,868,200 
 International Bank For 
  Reconstruction 
   and Development                   Bond                      8.25     2016      6,850,000        7,762,351 
 Morgan Stanley Group, Inc.          Notes                     7.79     1997      6,000,000        6,145,260 
 Olympic Auto Trust 1996             ABS (Subord.)             6.20     2002      6,000,000        5,984,760 
 Paine Webber Group, Inc.            Deb.                      9.25     2001      5,000,000        5,442,300 
 -------------------------------      --------------------     ----      ----      --------      ------------ 
TOTAL BANK & FINANCE BONDS & NOTES (Cost--$73,706,978)                                            75,325,209 
 -----------------------------------------------------------------------------                   ------------ 
COLLATERALIZED MORTGAGE OBLIGATIONS (3.0%) 
 Advanta Home Equity Loan Trust      Series 1991-2
   (Est. Mat. 2004) (c)              Class A                   8.80     2006      2,928,299        3,029,852 
 AFC Mortgage Loan Trust             Series 1995 1 
   (Est. Mat. 2005) (c)              Certificate  Class A      8.05     2026      3,763,410        3,833,974 
                                                                                     (continued on next page)

                                      13 
<PAGE>
 
                                                            Interest  Maturity       Par           Market 
                                                              Rate      Date        Value           Value 
                                                              ----      ----       --------      ------------ 
COLLATERALIZED MORTGAGE OBLIGATIONS -- CONTINUED 
 FHLMC (Est. mat. 2001) (c)          Series 1360 Class PK.    10.00%    2020     $ 2,500,000     $ 2,820,125 
 FNMA (Est. mat. 2006) (c)           Remic Trust 1993 38L      5.00     2022       2,500,000       2,069,325 
 FNMA (Est. mat. 2002) (c)           Remic Trust 1991 141 
                                      Class PH                 7.50     2019       5,000,000       5,035,550 
 FNMA (Est. mat. 2001) (c)           Remic Trust 1992 49H      7.00     2020       6,850,000       6,781,500 
 Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2001) (c)                          Series 92B Class B        8.50     2012       2,518,141       2,599,729 
 Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2004) (c)                          Series 92D Class B        8.50     2017       2,989,867       3,090,147 
 Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2004) (c)                          Series 91D Class B        9.85     2011       5,000,000       5,436,200 
 Paine Webber Mortgage 
  Acceptance Corp. IV (Est. 
  Mat. 1999) (c)                     Series 1993 5 Class A3    6.88     2008       2,700,888       2,695,823 
 Resolution Funding Corp. 
  (6/18/92--$729,615) (Est. 
  Mat. 2000) (c)(d)                  Series 2-B-4              7.97     2004         763,162         686,159 
 University Support Services, 
  Inc. (Est. Mat. 2003) (c)          Series 1992 Class D       9.17     2007       2,035,000       2,040,088 
 -----------------------------------------------------------------------------      --------      ------------ 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost--$38,733,432)                                     40,118,472 
 -----------------------------------------------------------------------------                    ------------ 
FOREIGN BONDS (U.S. DOLLARS) (1.2%) 
 British Columbia Hydro & Power 
   Authority                         Gtd. Bond Series GG      15.00     2011       3,310,000       3,691,511 
 British Columbia Hydro & Power 
   Authority                         Gtd. Bond Series FH      15.50     2011       1,000,000       1,152,830 
 Ontario Province, Canada            Deb.                     15.13     2011       2,000,000       2,248,400 
 Ontario Province, Canada            Deb.                     15.75     2012       1,000,000       1,199,460 
 Ontario Province, Canada            Deb.                     17.00     2011       1,000,000       1,195,560 
 Wharf International Capital 
  1994 Ltd.                          Guaranteed Notes          8.88     2004       6,000,000       6,216,900 
 -------------------------------      --------------------      ----      ----      --------      ------------ 
TOTAL FOREIGN BONDS (U.S. DOLLARS) (Cost--$14,911,801)                                            15,704,661 
 -----------------------------------------------------------------------------                    ------------ 
MORTGAGE PASS-THROUGH CERTIFICATES (8.2%) 
 FHLMC Pool #B00366                                            8.00     2002       8,953,393       9,199,612 
 FHLMC Pool #170264                                            9.00     2019       7,434,117       7,770,734 
 FHLMC Pool #555218                                            9.00     2021       5,981,090       6,253,768 
 FHLMC Pool #555226                                            9.00     2021      10,961,149      11,452,318 
 FNMA Pool #125306                                             8.00     2024      14,768,416      15,040,597 
 FNMA Pool #250212                                             8.50     2025       9,723,581      10,027,443 
 FNMA Pool #283580                                             7.00     2024       7,176,050       7,052,694
See Notes to Schedule of Investments. 

                                      14 
<PAGE>
 
                                                            Interest  Maturity       Par           Market 
                                                              Rate      Date        Value           Value 
 ---------------------------------------------------------      ----      ----      --------      ------------ 
MORTGAGE PASS-THROUGH CERTIFICATES -- continued 
 FNMA Pool #283689                                            7.00%     2024     $ 2,954,240   $    2,903,457 
 FNMA Pool #284365                                            7.00      2024       3,904,337        3,837,222 
 FNMA Pool #284376                                            7.00      2024       6,734,887        6,619,114 
 FNMA Pool #289682                                            8.50      2024       3,904,168        4,026,173 
 FNMA Pool #305104                                            8.50      2025       4,883,289        5,035,892 
 FNMA Pool #306253                                            8.50      2025         976,772        1,007,297 
 GNMA Pool #352906                                            7.00      2024         341,275          335,835 
 GNMA Pool #383754                                            7.50      2024       4,754,790        4,778,563 
 GNMA Pool #389229                                            7.50      2024       4,769,812        4,793,661 
 GNMA Pool #392484                                            8.00      2024       4,931,188        5,048,304 
 GNMA Pool #392517                                            8.00      2024       4,886,930        5,002,995 
 ---------------------------------------------------------      ----      ----      --------      ------------ 
TOTAL MORTGAGE PASS-THROUGH CERTIFICATES (Cost--$107,052,111)                                     110,185,679 
 -----------------------------------------------------------------------------      --------      ------------ 
UNITED STATES GOVERNMENT (AND AGENCY) ISSUES (14.9%) 
 Federal Home Loan Mortgage 
  Corp.                              Deb.                     7.83      2004       2,000,000        2,041,560 
 U.S. Treasury Bonds                                          9.38      2006      45,250,000       55,975,608 
 U.S. Treasury Bonds                                          9.25      2016       4,000,000        5,128,760 
 U.S. Treasury Bonds                                          7.88      2021      62,950,000       71,586,110 
 U.S. Treasury Notes                                          8.88      1998      24,250,000       26,364,358 
 U.S. Treasury Notes                                          8.13      1998      20,000,000       21,071,800 
 U.S. Treasury Notes                                          7.75      2000       8,200,000        8,761,208 
 U.S. Treasury Notes                                          8.50      2000       7,000,000        7,792,960 
 U.S. Treasury Notes                                          7.50      2002       2,000,000        2,153,120 
 -------------------------------      --------------------      ----      ----      --------      ------------ 
TOTAL UNITED STATES GOVERNMENT (AND AGENCY) ISSUES (Cost--$197,737,773)                           200,875,484 
 -------------------------------------------------------------------------------------------      ------------ 
TOTAL FIXED INCOME (Cost--$529,954,818)                                                           545,080,141 
 -------------------------------------------------------------------------------------------      ------------ 
SHORT-TERM INVESTMENTS (0.8%) 
 REPURCHASE AGREEMENTS (0.8%) 
 Investments in repurchase agreements, in a joint trading account, purchased 06/30/95, 
   6.21%, maturing 07/03/95 (Cost $11,083,000) (e)                                                 11,083,000 
 -------------------------------------------------------------------------------------------      ------------ 
TOTAL SHORT-TERM INVESTMENTS (Cost--$11,083,000)                                                   11,083,000 
 -------------------------------------------------------------------------------------------      ------------ 
TOTAL INVESTMENTS (Cost--$1,097,997,265) (a)                                                    1,334,662,703 
 -----------------------------------------------------------------------------                    ------------ 
OTHER ASSETS AND LIABILITIES--NET (0.8%)                                                           10,217,118 
 -----------------------------------------------------------------------------                    ------------ 
NET ASSETS (100.0%)                                                                            $1,344,879,821 
 -----------------------------------------------------------------------------                    ------------ 
</TABLE>
                                                       (continued on next page)
                                      15 
<PAGE>
 
Keystone Balanced Fund (K-1) 
(formerly Keystone Custodian Fund, Series K-1) 

NOTES TO SCHEDULE OF INVESTMENTS: 

(a) The cost of investments for federal income tax purposes amounted to 
$1,098,003,023. Gross unrealized appreciation and depreciation on 
investments, based on identified tax cost, at June 30, 1995 are as follows: 

<TABLE>
<CAPTION>
<S>                                                <C>
Gross unrealized appreciation                      $247,990,551 
Gross unrealized depreciation                       (11,330,871) 
                                                    ----------- 
Net unrealized appreciation                        $236,659,680 
                                                    ----------- 
</TABLE>

(b) Securities that may be resold to "qualified institutional buyers" under 
Rule 144A of the Securities Act of 1933. These securities have been 
determined to be liquid under guidelines established by the Board of 
Trustees. 

(c) The estimated maturity of a collateralized mortgage obligation ("CMO") is 
based on current and projected prepayment rates. Changes in interest rates 
can cause the estimated maturity to differ from the date shown. 

(d) All or a portion of these securities are restricted (i.e., securities 
which may not be publicly sold without registration under the Federal 
Securities Act of 1933) and are valued using market quotations where readily 
available. In the absence of market quotations, the securities are valued 
based upon their fair value determined under procedures approved by the Board 
of Trustees. The Fund may make investments in an amount up to 10% of the 
value of the Fund's net assets in such securities. Dates of acquisition and 
costs are set forth in parentheses after the title of the restricted 
securities. On the date of acquisition there was no market quotation on 
similar securities and the above security was valued at acquisition cost. At 
June 30, 1995, the fair value of this restricted security was $686,159 (0.05% 
of net assets). The Fund will not pay the costs of disposition of the above 
restricted securities other than ordinary brokerage fees, if any. 

(e) The repurchase agreements are fully collateralized by U.S. government 
and/or agency obligations based on market prices on June 30, 1995. 

Legend of Portfolio Abbreviations 

 FHLMC--Federal Home Loan Mortgage Corporation 
 FNMA--Federal National Mortgage Association 
 GNMA--Government National Mortgage Association 
 ADR--American Depository Receipt 

See Notes to Financial Statements. 

                                      16 
<PAGE>
 
FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout the year) 

<TABLE>
<CAPTION>
                                                          Year Ended June 30, 
                       ----------------------------------------------------------------------------------------- 
                        1995       1994      1993      1992     1991     1990    1989    1988     1987     1986 
                        ======    ======    ======     ======    ====    ====    ====     ====    ====    ====== 
<S>                    <C>        <C>        <C>       <C>      <C>    <C>     <C>      <C>      <C>       <C>
Net asset value 
  beginning of year    $ 9.26     $10.10    $ 9.77    $ 9.16   $ 9.10  $ 9.12  $ 8.37   $ 9.74   $10.50    $ 9.06 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---       ---      ---- 
Income from investment 
  operations 
Net investment 
  income                 0.31       0.28      0.31      0.32     0.45    0.50    0.46     0.47     0.46      0.56 
Net gain (loss) on 
  investments, 
  futures contracts 
  and foreign 
  currency related 
  transactions           0.96      (0.37)     0.66      0.75     0.18    0.20    0.83    (0.82)    0.81      1.87 
Net commissions 
  paid on fund 
  share sales (a)           0          0         0         0        0       0       0        0        0     (0.09) 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---       ---      ---- 
Total from 
  investment 
  operations             1.27      (0.09)     0.97      1.07     0.63    0.70    1.29    (0.35)    1.27      2.34 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---       ---      ---- 
Less distributions from: 
Net investment 
  income                (0.31)     (0.28)    (0.31)    (0.32)   (0.50)  (0.50)  (0.54)   (0.60)   (0.54)    (0.56) 
In excess of net 
  investment income 
  (b)                   (0.02)     (0.07)    (0.09)    (0.14)   (0.04)  (0.04)      0        0        0         0 
Tax basis return of 
  capital                   0      (0.02)        0         0        0       0       0        0        0         0 
Net realized gain 
  on investments        (0.02)     (0.25)    (0.24)        0    (0.03)  (0.18)      0    (0.42)   (1.49)    (0.34) 
In excess of net 
  realized gain 
  on investments 
  (b)                   (0.09)     (0.13)        0         0        0       0       0        0       0         0 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---       ---      ---- 
Total distributions     (0.44)     (0.75)    (0.64)    (0.46)   (0.57)  (0.72)  (0.54)   (1.02)   (2.03)    (0.90) 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---       ---      ---- 
Net asset value end 
  of year              $10.09     $ 9.26    $10.10    $ 9.77   $ 9.16  $ 9.10  $ 9.12   $ 8.37   $ 9.74    $10.50 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---      ---      ---- 
Total return (c)        14.20%     (1.16%)   10.39%    11.86%    7.49%   7.99%  16.07%   (3.37%)  15.39%    27.81% 
Ratios/Supplemental Data 
Ratios to average net assets: 
 Total expenses          1.77%      1.71%     1.93%     1.97%    1.88%   1.99%   1.96%    1.91%    1.93%     0.86% 
 Net investment 
  income                 3.33%      2.81%     3.07%     3.25%    4.56%   4.94%   5.48%    5.34%    4.47%     5.82% 
Portfolio turnover 
  rate                     88%        88%       74%       52%      60%     35%     49%      64%      79%       92% 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---       ---      ---- 
Net assets end of 
  year (thousands) $1,344,880 $1,389,810$1,464,066$1,184,094 $901,994$826,934$712,009 $685,427 $727,723  $419,066 
 -------------------     -----     -----     -----     -----     ---      ---     ---     ---      ---      ---- 
</TABLE>

(a) Prior to June 30, 1987, net commissions paid on new sales of shares under 
the Fund's Rule 12b-1 Distribution Plan had been treated for both financial 
statement and tax purposes as capital charges. On June 11, 1987, the 
Securities and Exchange Commission adopted a rule which required for financal 
statements for the periods ended on or after June 30, 1987, that net 
commissions paid under Rule 12b-1 be treated as operating expenses rather 
than capital charges. Accordingly, beginning with the year ended June 30, 
1987, the Fund's financial statements reflect 12b-1 Distribution Plan 
expenses (i.e., shareholder service fees plus commissions paid net of 
deferred sales charges received by the Fund) as a component of net investment 
income. 

(b) Effective July 1, 1993, the Fund adopted Statement of Position 93-2: 
"Determination, Disclosure and Financial Statement Presentation of Income, 
Capital Gain and Return of Capital Distributions by Investment Companies." As 
a result, distribution amounts exceeding book basis net investment income (or 
tax basis net income on a temporary basis) are presented as "Distributions in 
excess of net investment income." Similarly, capital gain distributions in 
excess of book basis capital gains (or tax basis capital gains on a temporary 
basis) are presented as "Distributions in excess of realized capital gains." 
From January 31, 1990 until the date of adoption of the Statement of 
Position, distribution amounts exceeding book basis net investment income 
were presented as "Distributions from paid-in capital". 

(c) Excluding applicable sales charge. 
See Notes to Financial Statements. 

                                      17 
<PAGE>
 
STATEMENT OF ASSETS AND LIABILITIES 
June 30, 1995 

<TABLE>
<CAPTION>
<S>                                                                    <C>
 Assets: 
  Investments at market value (identified cost--$1,097,997,265) 
    (Note 1)                                                           $1,334,662,703 
  Cash                                                                         51,256 
  Receivable for:
   Investments sold                                                         6,252,778 
   Fund shares sold                                                         1,218,610 
   Dividends                                                                2,192,215 
   Interest                                                                 9,577,838 
  Prepaid expenses and other assets                                           128,209 
 --------------------------------------------------------------------      ----------- 
   Total assets                                                         1,354,083,609 
 --------------------------------------------------------------------      ----------- 
Liabilities: 
 Payable for: 
  Investments purchased                                                     8,140,960 
  Fund shares redeemed                                                        895,739 
 Other accrued expenses                                                       167,089 
 --------------------------------------------------------------------      ----------- 
   Total liabilities                                                        9,203,788 
 --------------------------------------------------------------------      ----------- 
Net assets                                                             $1,344,879,821 
 --------------------------------------------------------------------      ----------- 
Net assets represented by (Note 1): 
 Paid-in capital                                                       $1,101,747,063 
 Undistributed net investment income                                        3,773,334 
 Accumulated net realized gain (loss) on investments                        2,693,986 
 Net unrealized appreciation (depreciation) on investments                236,665,438 
 --------------------------------------------------------------------      ----------- 
  Total net assets applicable to outstanding shares of beneficial 
   interest ($10.09 a share on 133,332,616 shares outstanding) 
    Note 1)                                                            $1,344,879,821 
 --------------------------------------------------------------------      ----------- 
</TABLE>

STATEMENT OF OPERATIONS 
Year Ended June 30, 1995 
<TABLE>
<CAPTION>
<S>                                                        <C>           <C>
Investment income (Note 1): 
 Interest                                                                $ 41,380,278 
 Dividends (net of foreign withholding taxes of $56,157)                   26,568,776 
 --------------------------------------------------------                  ---------- 
  Total income                                                             67,949,054 
 --------------------------------------------------------                  ---------- 
Expenses (Notes 2 and 4): 
 Management fee                                            $ 6,272,956 
 Transfer agent fees                                         3,344,123 
 Accounting, auditing and legal fees                            87,239 
 Custodian fees                                                314,898 
 Printing                                                       54,255 
 Trustees' fees and expenses                                    50,582 
 Distribution Plan expenses                                 13,254,068 
 Registration fees                                              95,560 
 Miscellaneous                                                 111,000 
 --------------------------------------------------------      -------      
  Total expenses                                                           23,584,681 
 --------------------------------------------------------                  ---------- 
 Net investment income                                                     44,364,373 
 --------------------------------------------------------                  ---------- 
Net realized and unrealized gain (loss) on investments, 
  futures contracts and foreign currency related 
  transactions (Notes 1 and 3): 
 Net realized gain (loss) on: 
  Investment transactions                                    2,797,452 
  Closed futures contracts                                    (445,230) 
  Foreign currency related transactions                            (56) 
 --------------------------------------------------------      -------       
 Net realized gain (loss) on investments, closed futures 
    contracts, and foreign currency related transactions                    2,352,166 
 --------------------------------------------------------                  ---------- 
 Net change in unrealized appreciation (depreciation) 
    on investments                                                        126,215,529 
 --------------------------------------------------------                  ---------- 
 Net gain (loss) on investments, closed futures 
   contracts and foreign currency related transactions                    128,567,695 
 --------------------------------------------------------                  ---------- 
 Net increase (decrease) in net assets resulting 
   from operations                                                       $172,932,068 
 --------------------------------------------------------                  ---------- 
</TABLE>

See Notes to Financial Statements. 

                                      18 
<PAGE>
 
STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                                   Year Ended June 30, 
                                                                                  1995            1994 
                                                                              ===========    ============== 
<S>                                                                        <C>               <C>
Operations: 
 Net investment income                                                     $   44,364,373    $   41,474,879 
 Net realized gain (loss) on investments, closed future contracts and 
   foreign currency related transactions                                        2,352,166        35,996,899 
 Net change in unrealized appreciation (depreciation) on investments          126,215,529       (92,796,094) 
--------------------------------------------------------------------------      ---------      ------------ 
  Net increase (decrease) in net assets resulting from operations             172,932,068       (15,324,316) 
--------------------------------------------------------------------------      ---------      ------------ 
Distributions to shareholders from (Note 1): 
 Net investment income                                                        (44,364,373)      (41,474,879) 
 In excess of net investment income                                            (2,609,005)      (11,163,134) 
 Tax basis return of capital                                                            0        (2,510,713) 
 Net realized gain on investments                                              (2,352,166)      (35,996,899) 
 In excess of net realized gain on investments                                (12,888,642)      (19,761,716) 
--------------------------------------------------------------------------      ---------      ------------ 
  Total distributions to shareholders                                         (62,214,186)     (110,907,341) 
--------------------------------------------------------------------------      ---------      ------------ 
Capital share transactions (Note 2): 
 Proceeds from shares sold                                                    147,551,759       228,457,731 
 Payments for shares redeemed                                                (355,376,426)     (271,898,085) 
 Net asset value of shares issued in reinvestment of distributions from: 
  Net investment income and in excess of net investment income                 38,393,490        44,707,410 
  Net realized gain on investments and in excess of net realized gains 
   on investments                                                              13,783,386        50,708,277 
--------------------------------------------------------------------------      ---------      ------------ 
  Net increase (decrease) in net assets resulting from capital share 
   transactions                                                              (155,647,791)       51,975,333 
--------------------------------------------------------------------------      ---------      ------------ 
  Total increase (decrease) in net assets                                     (44,929,909)      (74,256,324) 
--------------------------------------------------------------------------      ---------      ------------ 
Net assets: 
 Beginning of year                                                          1,389,809,730     1,464,066,054 
--------------------------------------------------------------------------      ---------      ------------ 
 End of year (including undistributed net investment income as follows: 
  1995--$3,773,334 and 1994--$678,093) (Note 1)                            $1,344,879,821    $1,389,809,730 
--------------------------------------------------------------------------      ---------      ------------ 
</TABLE>

See Notes to Financial Statements. 

                                      19 
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS 

(1.) Significant Accounting Principles 

Keystone Balanced Fund (K-1) (formerly known as Keystone Custodian Fund, 
Series K-1) (the "Fund") is a common law trust for which Keystone Management, 
Inc. ("KMI") is the Investment Manager and Keystone Investment Management 
Company (formerly Keystone Custodian Funds, Inc.) ("Keystone") is the 
Investment Adviser. The Fund is registered under the Investment Company Act 
of 1940 as a diversified open-end management investment company. 

   Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. 
(formerly Keystone Group, Inc.) ("KII"), a Delaware corporation. KII is 
privately owned by an investor group consisting of current and former members 
of management of Keystone. Keystone Investor Resource Center, Inc. ("KIRC"), 
a wholly-owned subsidiary of Keystone, is the Fund's transfer agent. 

   The following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements. The 
policies are in conformity with generally accepted accounting principles. 

   A. Investments are usually valued at the closing sales price, or, in the 
absence of sales and for over-the-counter securities, the mean of bid and 
asked quotations. Management values the following securities at prices it 
deems in good faith, by or under the direction of the Board of Trustees, to 
be fair: (a) securities (including restricted securities) for which complete 
quotations are not readily available and (b) listed securities if, in the 
opinion of management, the last sales price does not reflect a current value 
or if no sale occurred. Short-term investments maturing in sixty days or less 
are valued at amortized cost (original purchase cost as adjusted for 
amortization of premium or accretion of discount) which when combined with 
accrued interest approximates market. Short-term investments maturing in more 
than sixty days for which market quotations are readily available are valued 
at current market value. Short-term investments maturing in more than sixty 
days when purchased which are held on the sixtieth day prior to maturity are 
valued at amortized cost (market value on the sixtieth day adjusted for 
amortization of premium or accretion of discount) which when combined with 
accrued interest approximates market. Investments denominated in a foreign 
currency are adjusted daily to reflect changes in exchange rates. Market 
quotations are not considered to be readily available for long-term corporate 
bonds and notes; such investments are stated at fair value on the basis of 
valuations furnished by a pricing service, approved by the Trustees, which 
determines valuations for normal institutional-size trading units of such 
securities using methods based on market transactions for comparable 
securities and various relationships between securities which are generally 
recognized by institutional traders. 

The Fund enters into currency and other financial futures contracts as a 
hedge against changes in interest or currency exchange rates. A futures 
contract is an agreement between two parties to buy and sell a specific 
amount of a commodity, security, financial instrument, or, in the case of a 
stock index, cash at a set price on a future date. Upon entering into a 
futures contract the Fund is required to deposit with a broker an amount 
("initial margin") equal to a certain percentage of the purchase price 
indicated in the futures contract. Subsequent payments ("variation margin") 
are made or received by the Fund each day, as the value of the underlying 
instrument or index fluctuates, and are recorded for book purposes as 
unrealized gains or losses by the Fund. For federal tax purposes, any 

                                      20 
<PAGE>
 
futures contracts which remain open at fiscal year end are marked-to-market 
and the resultant net gain or loss is included in federal taxable income. 

Foreign currency amounts are translated into United States dollars as 
follows: market value of investments, assets and liabilities at the daily 
rates of exchange, purchases and sales of investments, income and expenses at 
the rate of exchange prevailing on the respective dates of such transactions. 
Net unrealized foreign exchange gains/losses are a component of unrealized 
appreciation/depreciation of investments. 

B. Securities transactions are accounted for no later than one business day 
after the trade date. Realized gains and losses are recorded on the 
identified cost basis. Interest income is recorded on the accrual basis and 
dividend income is recorded on the ex-dividend date. All original issue 
discounts are amortized for both financial reporting and federal income tax 
purposes. Distributions to shareholders are recorded at the close of business 
on the ex-dividend date. 

C. The Fund has qualified, and intends to qualify in the future, as a 
regulated investment company under the Internal Revenue Code. Thus, the Fund 
expects to be relieved of any federal income tax liability by distributing 
all of its net taxable investment income and net taxable capital gains, if 
any, to its shareholders. The Fund intends to avoid excise tax liability by 
making the required distributions under the Internal Revenue Code. 

D. When the Fund enters into a repurchase agreement (a purchase of securities 
whereby the seller agrees to repurchase the securities at a mutually agreed 
upon date and price) the repurchase price of the securities will generally 
equal the amount paid by the Fund plus a negotiated interest amount. The 
seller under the repurchase agreement will be required to provide securities 
("collateral") to the Fund whose value will be maintained at an amount not 
less than the repurchase price, and which generally will be maintained at 
101% of the repurchase price. The Fund monitors the value of collateral on a 
daily basis, and if the value of collateral falls below required levels, the 
Fund intends to seek additional collateral from the seller or terminate the 
repurchase agreement. If the seller defaults, the Fund would suffer a loss to 
the extent that the proceeds from the sale of the underlying securities were 
less than the repurchase price. Any such loss would be increased by any cost 
incurred on disposing of such securities. If bankruptcy proceedings are 
commenced against the seller under the repurchase agreement, the realization 
on the collateral may be delayed or limited. Repurchase agreements entered 
into by the Fund will be limited to transactions with dealers or domestic 
banks believed to present minimal credit risks, and the Fund will take 
constructive receipt of all securities underlying repurchase agreements until 
such agreements expire. 

Pursuant to an exemptive order issued by the Securities and Exchange 
Commission, the Fund, along with certain other Keystone funds, may transfer 
uninvested cash balances into a joint trading account. These balances are 
invested in one or more repurchase agreements that are fully collateralized 
by U.S. Treasury and/or Federal Agency Obligations. 

E. In connection with portfolio purchases and sales of securities denominated 
in a foreign currency, the Fund may enter into forward foreign currency 
exchange contracts ("contracts"). Additionally, from time to time the Fund 
may enter into contracts to hedge certain foreign currency assets. Contracts 
are recorded at market value. Realized gains and losses arising from such 
transactions are included in net realized gain (loss) on investments and 
forward foreign 

                                      21 
<PAGE>
 
currency exchange contracts. The Fund is subject to the credit risk that the 
other party will not complete the obligations of the contract. 

F. The Fund distributes net investment income to shareholders quarterly and 
capital gains, if any, annually. Distributions are determined in accordance 
with income tax regulations. Distributions from taxable net investment income 
and net capital gains can exceed book basis net investment income and net 
capital gains. The significant differences between financial statement 
amounts available for distribution and distributions made in accordance with 
income tax regulations are primarily due to differing treatment of 12b-1 
expenses prior to April 1995 and treatment of mortgage paydowns. 

G. As of June 30, 1994 $8,593,264 in capital losses were treated as Post 
October Losses for book purposes but were ultimately not deferred for income 
tax purposes. Accordingly, this amount has been reclassified as of June 30, 
1994 to reflect a decrease in paid-in-capital and an increase in accumulated 
realized gains (losses) on investment transactions. 

(2.) Capital Share Transactions 

The Trust agreement authorizes the issuance of an unlimited number of shares 
of beneficial interest with a par value of $1.00. Transactions in shares of 
the Fund were as follows: 
<TABLE>
<CAPTION>
                                                 Year Ended June 30, 
                                                1995            1994 
 ----------------------------------------    -----------   ------------- 
<S>                                          <C>            <C>
Shares sold                                   15,603,073     23,134,606 
Shares redeemed                              (38,034,514)   (27,733,373) 
Shares issued in reinvestment of 
  distributions from: 
 Net investment income and in excess of 
  net investment income                        4,153,267      4,568,990 
 Net realized gain on investments and in 
  excess of net realized gains                 1,519,667      5,153,280 
 ----------------------------------------      ---------      ----------- 
Net increase (decrease)                      (16,758,507)     5,123,503 
 ----------------------------------------      ---------      ----------- 

</TABLE>

   The Fund bears some of the costs of selling its shares under a 
Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company 
Act of 1940. Under the Distribution Plan, the Fund pays Keystone Investment 
Distributors Company (formerly Keystone Distributors, Inc.) ("KIDC"), the 
Fund's principal underwriter and a wholly-owned subsidiary of Keystone, 
amounts which in total may not exceed the Distribution Plan maximum. 

   In connection with the Distribution Plan and subject to the limitations 
discussed below, fund shares are offered for sale at net asset value without 
any initial 

                                      22 
<PAGE>
 
sales charge. From the amounts received by KIDC in connection with the 
Distribution Plan, and subject to the limitations discussed below, KIDC 
generally pays brokers or others a commission equal to 4.0% of the price paid 
to the fund for each sale of fund shares as well as a shareholder service fee 
at a rate of 0.25% per annum of the net asset value of shares sold by such 
brokers or others and remaining outstanding on the books of the Fund for 
specified periods. 

   To the extent fund shares are redeemed within four calendar years of 
original issuance, depending upon when those shares were issued, the Fund may 
be eligible to receive a deferred sales charge from the investor as partial 
reimbursement for sales commissions previously paid on those shares. This 
charge is based on declining rates, which begin at 4.0%, applied to the 
lesser of the net asset value of shares redeemed or the total cost of such 
shares. 

   The Distribution Plan provides that the Fund may incur certain expenses 
which may not exceed a maximum amount equal to 0.3125% of the Fund's average 
daily net assets for any calendar quarter (approximately 1.25% annually) 
occurring after the inception of the Distribution Plan. A rule of the 
National Association of Securities Dealers, Inc. ("NASD Rule") limits the 
annual expenditures which the Fund may incur under the Distribution Plan to 
1.0% of which 0.75% may be used to pay such distribution expenses and 0.25% 
may be used to pay shareholder service fees. The NASD Rule also limits the 
aggregate amount which the Fund may pay for such distribution costs to 6.25% 
of gross share sales since the inception of the Fund's Distribution Plan, 
plus interest at the prime rate plus 1.0% on unpaid amounts thereof (less any 
contingent deferred sales charges paid by the shareholders to KIDC). 

   KIDC intends, but is not obligated, to continue to pay or accrue 
distribution charges which exceed current annual payments permitted to be 
received by KIDC from the Fund. KIDC intends to seek full payment of such 
charges from the Fund (together with annual interest thereon at the prime 
rate plus one percent) at such time in the future as, and to the extent that, 
payment thereof by the Fund would be within permitted limits. KIDC currently 
intends to seek payment of interest only on such charges paid or accrued by 
KIDC since January 1, 1992. 

   Commencing on July 8, 1992, contingent deferred sales charges applicable 
to shares of the Fund issued after January 1, 1992 have, to the extent 
permitted by the NASD Rule, been paid to KIDC rather than to the Fund. 

   During the year, the Fund paid KIDC $13,340,407 under the Distribution 
Plan. The amount paid by the Fund under its Distribution Plan, net of 
deferred sales charges, was $13,254,068 (1.0% of the Fund's average daily net 
asset value during the year). During the year, KIDC received $5,705,621 after 
payments of commissions on new sales to dealers and others of $7,634,786. 

   Under a rule of the NASD, the maximum uncollected amounts for which KIDC 
may seek payment from the Fund under its distribution plan is $6,030,120 
(0.45% of the Funds net asset value as of June 30, 1995) 

(3.) Securities Transactions 

For the year ended June 30, 1995, purchases and sales of investment 
securities were as follows: 
<TABLE>
<CAPTION>
                                              Cost of         Proceeds 
                                             Purchases       from Sales 
                                            ============   ============= 
<S>                                       <C>              <C>
Portfolio securities                      $1,144,249,966   $1,326,567,993 
Short-term investments                     5,773,267,485    5,767,206,284 
---------------------------------------       ----------      ----------- 
                                          $6,917,517,451   $7,093,774,277 
                                              ----------      ----------- 
</TABLE>

                                      23 
<PAGE>
 
(4) Investment Management and Transactions with Affiliates 

Under the terms of the Investment Management Agreement between KMI and the 
Fund, KMI provides investment management and administrative services to the 
Fund. In return, KMI is paid a management fee computed daily and paid 
monthly. The management fee is calculated at a rate of 1.5% of the Fund's 
gross investment income plus an amount determined by applying percentage 
rates, starting at 0.60% and declining as net assets increase to 0.30% per 
annum, to the net asset value of the Fund. KMI has entered into an Investment 
Advisory Agreement with Keystone, under which Keystone provides investment 
advisory and management services to the Fund and receives for its services an 
annual fee representing 85% of the management fee received by KMI. 

   During the year ended June 30, 1995, the Fund paid or accrued to KMI 
investment management and administrative services fees of $6,272,956 which 
represented 0.47% of the Fund's average net assets on an annualized basis. Of 
such amount paid to KMI, $5,332,013 was paid to Keystone for its services to 
the Fund. 

   During the year ended June 30, 1995, the Fund paid or accrued $26,798 to 
KIRC and KIDC for certain accounting services, and $3,344,123 to KIRC for 
transfer agent services. 

                                      24 
<PAGE>
 
INDEPENDENT AUDITORS' REPORT 

The Trustees and Shareholders 
Keystone Balanced Fund (K-1) 
(formerly Keystone Custodian Fund, Series K-1) 

We have audited the accompanying statement of assets and liabilities of 
Keystone Balanced Fund (K-1) (formerly Keystone Custodian Fund, Series K-1), 
including the schedule of investments, as of June 30, 1995, and the related 
statement of operations for the year then ended, the statements of changes in 
net assets for each of the years in the two-year period then ended, and the 
financial highlights for each of the years in the ten-year period then ended. 
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 conducted our audits in accordance with generally accepted auditing 
standards. 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. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of June 30, 1995 by correspondence with the custodian and 
brokers. An audit includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Keystone Balanced Fund (K-1) as of June 30, 1995, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the years in the two-year period then ended, and the financial highlights for 
each of the years in the ten-year period then ended in conformity with 
generally accepted accounting principles. 

                                                         KPMG PEAT MARWICK LLP 
Boston, Massachusetts 
July 28, 1995 

                                      25 
<PAGE>
 
FEDERAL TAX STATUS--FISCAL 1995 DISTRIBUTIONS 

During the fiscal year ended June 30, 1995, distributions of $0.44 per share 
were paid in shares or cash. This total includes a taxable long-term capital 
gain distribution of $0.11 per share. The remaining $0.33 per share is 
taxable to shareholders as ordinary income in the year in which received by 
them or credited to their accounts. Of the ordinary income distribution, 39% 
is eligible for the corporate dividend received deduction. The above figures 
may differ from those cited elsewhere in this report due to differences in 
the calculation of income and capital gains for accounting (book) purposes 
and Internal Revenue Service (tax) purposes. 

In January 1996, we will send you complete information on the distributions 
paid during the calendar year 1995 to help you in completing your federal tax 
return. 

                                      26 
<PAGE>
 
Keystone's Services for Shareholders

   KEYSTONE AUTOMATED RESPONSE LINE (KARL)--Receive up-to-date account 
information on your balance, last transaction and recent Fund distribution. 
You may also process transactions such as investments, redemptions and 
exchanges using a touch-tone telephone as well as receive quotes on price,
yield, and total return of your Keystone Fund. Call toll-free, 1-800-346-3858.

   EASY ACCESS TO INFORMATION ON YOUR ACCOUNT--Information about your Keystone 
account is available 24 hours a day through KARL. To speak with a Shareholder 
Services representative about your account, call toll-free 1-800-343-2898
between 8:00 A.M. and 6:00 P.M. Eastern time. Retirement Plan investors should 
call 1-800-247-4075.

   ADDITIONS TO YOUR ACCOUNT--You can buy additional shares for your account at
any time, with no minimum additional investment.

   REINVESTMENT OF DISTRIBUTIONS--You can compound the return on your 
investment by automatically reinvesting your Fund's distributions at net 
asset value with no sales charge.

   EXCHANGE PRIVILEGE--You may move your money among funds in the same Keystone 
family quickly and easily for a nominal service fee. KARL gives you the added 
ability to move your money any time of day, any day of the week. Keystone 
offers a variety of funds with different investment objectives for your 
changing investment needs.


   ELECTRONIC FUNDS TRANSFER (EFT)--Referred to as the "paper-less transaction,"
EFT allows you to take advantage of a variety of preauthorized account 
transactions, including automatic monthly investments and systematic monthly 
or quarterly withdrawals. EFT is a quick, safe and accurate way to 
move money between your bank account and your Keystone account.

        CHECK WRITING--Shareholders of Keystone Liquid Trust may exercise the 
check writing privilege to draw from their accounts.

        EASY REDEMPTION--KARL makes redemption services available to you 24 
hours a day, every day of the year. The amount you receive may be more or less
than your original account value depending on the value of fund shares at time
of redemption.

        RETIREMENT PLANS--Keystone offers a full range of retirement plans, 
including IRA, SEP-IRA, profit sharing, money purchase, and defined 
contribution plans. For more information, please call Retirement Plan 
Services, toll-free at 1-800-247-4075. 

        Keystone is committed to providing you with quality, responsive 
account service. We will do our best to assist you and your financial adviser 
in carrying out your investment plans.

                                      27 
<PAGE>
 
[COVER]

                                 ANNUAL REPORT
                                 JUNE 30, 1995

                                    KEYSTONE
                                FAMILY OF FUNDS
                                   [diamond]
                              Balanced Fund (K-1)
                          Diversified Bond Fund (B-2)
                          Growth and Income Fund (S-1)
                          High Income Bond Fund (B-4)
                               International Fund
                                  Liquid Trust
                           Mid-Cap Growth Fund (S-3)
                            Precious Metals Holdings
                            Quality Bond Fund (B-1)
                         Small Company Growth Fund (S-4)
                          Strategic Growth Fund (K-2)
                                Tax Exempt Trust
                                 Tax Free Fund

This report was prepared primarily for the information of the Fund's 
shareholders. Its use for other purposes is authorized only when it is 
preceded or accompanied by the prospectus, describing all fees, charges and 
other important facts about the Fund.

KEYSTONE [PICTURE BOX, MAN & WOMAN RUNNING ON BEACH]
BALANCED FUND (K-1)

KEYSTONE INVESTMENTS
P.O. Box 2121
Boston, Massachusetts 02106-2121

K-1-AR-8/95  78M  [RECYCLE LOGO]



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