KEYSTONE BALANCED FUND K-1
N-30D, 1996-09-04
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[FRONT COVER]

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

This report was prepared primarily for the information of the Fund's
shareholders. It is authorized for distribution if preceded or accompanied by
the Fund's current prospectus. The prospectus contains important information
about the Fund including fees and expenses. Read it carefully before you invest
or send money. For a free prospectus on other Keystone funds, contact your
financial adviser or call Keystone.

[LOGO] KEYSTONE
       INVESTMENTS

P.O. Box 2121
Boston, Massachusetts 02106-2121
K1-R-8/96
79M [Recycle Logo]


                                K E Y S T O N E

                    [PHOTOGRAPH TWO PEOPLE WALKING IN WOODS]

                                    BALANCED
                                   FUND (K-1)



                                 ANNUAL REPORT
                                 JUNE 30, 1996

<PAGE>

PAGE 1 
- --------------------------------------
Keystone Balanced Fund (K-1) 
Seeks current income from a quality selection of stocks and bonds. 

Dear Shareholder: 

We would like to take this opportunity to report on the performance of 
Keystone Balanced Fund (K-1) for the twelve-month period which ended June 30, 
1996. Following this letter, we have included an interview with your Fund's 
manager discussing portfolio strategy. 

Performance 

Your Fund returned 17.35% for the twelve-month period which ended June 30, 
1996. For the same period, the Standard & Poor's 500, a broad-based index of 
common stocks returned 25.99%. The Lehman Aggregate Bond Index, an index of 
government, corporate and mortgage-backed securities, returned 5.01%. 

We believe that Keystone Balanced Fund (K-1) generated excellent returns 
during the twelve-month period, especially given your Fund's conservative 
approach to investing in stocks and bonds. Your Fund's balanced approach to 
investing in established companies and investment grade bonds was successful 
during a period which was characterized by change and increased uncertainty, 
especially over the last six months of the period. 

Strong gains for stocks continued . . . 

While stock prices fluctuated during the period, they closed the period with 
impressive gains. Stocks of large, established companies, which had been 
leaders in 1995, continued to rise during the first half of 1996. Many of 
these companies were well represented in the Fund's portfolio. Your Fund 
benefitted from a higher than average emphasis on stocks, which comprised 61% 
of net assets as of June 30, 1996. 

 . . . But it was a changed environment for bonds

For most of 1995 bonds produced double-digit returns. However, early in 1996
long-term interest rates rose, causing bond prices to decline. The Fund's fixed
income holdings were lower than our historical average weighting for most of the
period. This smaller position helped minimize the effects of the bond price
declines on your Fund, and demonstrated the value of the balanced investment
approach. On June 30, 1996 fixed-income securities comprised 36% of net assets.

After the close of your Fund's fiscal period, stock prices experienced sharp
declines in the early part of July. We were not surprised by this activity. In
fact, we had been expecting the possibility of a market correction for some time
given the strong performance of the markets in 1995 and year-to-date in 1996.

In our opinion, short-term corrections are a healthy and normal part of the
investing process. They help to wring out the excesses of the market and provide
opportunities for investors to add to their portfolios at lower prices. While we
may not know the final results of this recent activity for some time, we believe
the environment for stocks remains healthy. Corporate profits have been
positive, and as investors begin to focus on the improving earnings environment
we expect in 1997, higher equity values should eventually be the result.

                                  --continued--

<PAGE>
 
PAGE 2 
- --------------------------------------
Keystone Balanced Fund (K-1) 

Taking a longer term view, we think there are several strategies you can use 
which have proven their value in varying market environments: 

Diversify your investments. By putting your money in different types of 
investments, you can minimize your risk. Keystone Balanced Fund (K-1) 
provides you with diversification among stocks and bonds. Be patient. A long 
term approach can provide more consistent results than trying to time the 
market. Invest regularly. By making periodic investments over time, you can 
build a nest egg and lower your average cost per share. Of course, your 
investment will fluctuate with market conditions, and there is no assurance 
that it will be worth more when you sell shares. 

Your investment adviser can help you with these strategies by developing a 
plan to meet your particular needs. He or she is a professional with the 
resources and expertise to help you achieve your investment goals. We 
encourage you to take advantage of the valuable services your adviser can 
provide. 

Looking ahead 

We continue to believe that a careful selection of stocks and bonds can 
provide investors with consistent returns. In observing the markets through 
changing environments, it has been our experience that a balanced approach 
can produce reliable returns over the long term. Because of this, we believe 
that this Fund makes sense for many investors who do not want the price 
volatility associated with higher risk investments. 

We think shareholders should keep the short-term 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, 

/s/ Albert H. Elfner, III          [PHOTO OF ALBERT H. ELFNER, III] 

Albert H. Elfner, III                 [PHOTO OF GEORGE S. BISSEL]            
Chairman and President 
Keystone Investments, Inc. 


/s/ George S. Bissell 

George S. Bissell 
Chairman of the Board 

August 1996 

<PAGE>
 
PAGE 3 
- --------------------------------------

                              A Discussion With 
                              Your Fund Manager 

                         [PHOTO OF WALTER MCCORMICK] 
- ----------------------------------------------------------------------------
                               [PHOTO CAPTION] 

Walter McCormick is senior portfolio manager of your Fund and leads 
Keystone's core equity team. A Chartered Financial Analyst, Mr. McCormick 
holds an MBA from Rutgers University and has more than 25 years of investment 
management experience. Barbara McCue, senior portfolio manager in the high 
grade bond area, manages the fixed-income portion of the portfolio. Together 
they focus on selecting income-producing stocks and high quality bonds for 
your Fund. 
                             [END PHOTO CAPTION] 
- -----------------------------------------------------------------------------

Q   What is your strategy in managing the Fund? 

A  The Fund seeks current income from a careful selection of stocks and 
bonds. We focus primarily on stocks of established U.S. companies, and 
investment grade corporate, government and mortgage-backed securities. We 
pursue a conservative strategy in seeking to provide investors with 
consistent performance over the long term. 

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

A  Overall it was a favorable environment for stocks and bonds. During the last
six months of 1995, economic growth was moderate. Long-term interest rates had
declined for most of the year. Many analysts believed that at least the first
half of 1996 could be characterized by modest growth, declining interest rates
and deceleration of corporate profits. As we moved into 1996, however, the
economy proved to be very resilient. Higher employment figures and increases in
selected commodity prices signaled the possibility of stronger growth. This
raised concerns about growing inflation and long-term interest rates rose. By
June 30, 1996, long-term interest rates had risen by one percentage point.

Q   How did this environment affect the Fund's investments? 

A  This was an excellent environment for many of the blue chip stocks in 
which your Fund invests. Corporate earnings at many of these companies 
continued to be positive and valuations of stocks remained reasonable for a 
low interest rate and inflation environment. As evidence of stronger than 
expected growth began to appear in February, interest rates rose resulting in 
price declines for bonds. We think this "growth scare" should be short lived, 
which could lead to lower interest rates and a recovery in bond prices later 
this year. 

Q   How did you manage the Fund in this environment? 

A  In the stock portion of the portfolio, we continued our consistent 
approach of investing primarily in large, well established companies that 
have solid track records and attractive dividends. We emphasize companies we 
believe are well managed and industry leaders. These 

- ----------------------------------------------------------
Fund Profile 
Objective: Seeks current income from a quality selection 
of stocks and bonds. 
Commencement of investment operations: September 11, 1935 
Number of stocks: 137 
Average bond rating: AAA 
Net assets: $1,481 million 
Newspaper listing: "BalnceK1" 
- ----------------------------------------------------------

<PAGE>
 
PAGE 4 
- -----------------------------------------------------------------------------
Keystone Balanced Fund (K-1) 

- --------------------------------------------------------------------
Keystone's Balanced Fund Approach 
Stocks 
(bullet) Seasoned, financially sound companies 
(bullet) Companies with consistent earnings 
(bullet) Income producing securities 
Bonds 
(bullet) Quality corporate, government and mortgage-backed securities 
(bullet) Rated in top 4 categories (AAA, AA, A, BBB) 
(bullet) Contribute major portion of quarterly dividend 
- -----------------------------------------------------------------------

tend to be relatively well known companies that have grown steadily over a 
long period of time. We continued to diversify your Fund's investments among 
many different types of companies in various economic sectors. However, we 
were careful to limit our exposure to any single stock or industry. 

Q   Did you reduce any large positions in the Fund? 

A  General Electric has been a solid contributor to your Fund's returns for 
more than a year, and it had grown to a significant position in the Fund. We 
reduced the Fund's position in GE from nearly 4% of net assets on December 
31, 1995 to 3.5% as of June 30, 1996. GE is a well managed, diversified 
company that we think excels in nearly every business line. This industrial 
company has changed into a more diversified and globally competitive company. 
Today the company's businesses range from power generating equipment and jet 
engines to financial services, which we think will be sought after by many 
developing countries. GE's products also include television broadcasting 
(NBC) and financial services products (credit cards). The stock has been a 
consistent performer 

- -----------------------------------------
Top 5 Equity Industries 
as of June 30, 1996 

                    Percentage of 
Industry            net assets 
Drugs                     7.8 
Chemicals                 6.4 
Oil                       6.3 
Finance                   5.8 
Capital goods             4.5 
- -----------------------------------------

Asset Allocation 
as of June 30, 1996 

       [PIE CHART]

Stocks                    (61%) 
Bonds                     (36%) 
Other (1)                  (3%) 

(as a percentage of net assets) 

(1) Includes short-term investments and other assets and liabilities. 
- -----------------------------------------

for a long time, out pacing the returns of the Standard & Poor's 500 Index 
for the last ten years through June 30, 1996. We think that the company 
should benefit from these strengths and from infrastructure projects in 
emerging markets countries. 

Q   Where did you find new opportunities? 

A  During the last six months of the period, we added American Home Products, 
a consumer products company to the portfolio. We also invested in Rhone 
Poulenc Rorer, a pharmaceutical company. These stocks were attractively 
valued and met our criteria for stable growth, dividend payouts, industry 
leadership, and solid finances. We also took advantage of some initial public 
offerings of established enterprises. We added Associates First Capital, a 
well capitalized mortgage company, 80% of which is owned by Ford. We also 
invested in Travelers/ Aetna Property Casualty Corporation and Lucent 
Technology Company, a spinoff of AT&T. 

Q   Turning to bonds, what was your strategy? 

A  We maintained our conservative approach by continuing to emphasize higher 
rated investment grade corporate bonds and U.S. Treasury securities. When 
interest rates declined early in the period, we lengthened the portfolio's 
average maturity. In a declining interest rate environment, bonds with longer 
term 

<PAGE>
 
PAGE 5 
- -----------------------------------------



Top 10 Holdings 
as of June 30, 1996 
                                                         Percentage of 
Stocks                                   Industry        net assets 
- ------                                   ------------    --------------
General Electric                         Capital goods         3.5 
Johnson & Johnson                        Drugs                 2.7 
Monsanto                                 Chemicals             2.6 
Du Pont                                  Chemicals             2.4 
BankAmerica                              Finance               1.8 
Bonds 
United States Treasury bonds, 7.88%, mat. 2021                 2.3 
United States Treasury notes, 6.25%, mat. 1998                 2.1 
Federal National Mortgage Association, 6.50%, mat. 2008        1.9 
Canadian government bonds, 8.75%, mat. 2005                    1.9 
Federal Home Loan Mortgage Corp., 7.00%, mat. 2000             1.5 

- --------------------------------------------------------------------

maturities tend to provide better price appreciation than shorter term bonds. 
When interest rates rose in 1996, we decreased the portfolio's average 
maturity to take advantage of higher yields. On June 30, 1996, the average 
maturity of the portfolio was slightly under 10 years, and its average 
quality was AAA. 

Q   You also added foreign bonds to the portfolio. Why were these attractive? 

A  On June 30, 1996, about 6% of net assets was invested in foreign bonds. 
These included Canadian, German, and Spanish government securities. These 
foreign bonds had more attractive yields than comparable U.S. securities and 
we expect our European holdings to benefit from declining interest rates. We 
protected these holdings from currency changes by investing in U.S. 
dollar-denominated bonds or by hedging into U.S. dollars. We believed foreign 
bonds would contribute solid income and returns. 

Q   What is your outlook? 

A  Despite the strong economic reports during the first half of 1996, we 
believe the economy should con- tinue to grow at a moderate pace and 
inflation should remain under control during the second half of 1996. We 
expect the healthy U.S. economy to provide a generally supportive environment 
for stocks and bonds. However, we do not expect the tremendous stock market 
gains of the last 18 months to repeated in the second half of this year. We 
expect corporate earnings rates to remain positive, but we think their rate 
of increase may slow. This would not be bad. In fact, we think the second 
half of 1996 may turn out to be a return to a more "normal" environment for 
stock and bond returns. Time will certainly tell. 

                                  (diamond) 

                      This column is intended to answer 
                          questions about your Fund. 
       If you have a question you would like answered, please write to: 
                   Keystone Investment Distributors Company 
                 Attn: Shareholder Communications, 22nd Floor 
            200 Berkeley Street, Boston, Massachusetts 02116-5034. 


- ------------------------------------------------------
Consistency, Year after Year 
The Fund's careful selection of stocks and bonds has 
provided positive returns in 19 of the past 21 calender 
years. We manage Keystone Balanced Fund (K-1) to seek 
steady returns year after year. We believe this 
persistent approach makes sense for many investors who do 
not want the risk or worry associated with more 
aggressive stock investments. 
- --------------------------------------------------------

                               Fund Performance 
[BAR CHART]

Calendar year total returns                 
- -5% - -30%

Years          Percentage
75              27.7
76              27.1
77               2.1
78               3.3
79               9.4
80              15.4
81               4.7
82              26.5
83              18.8
84               5.2
85              25.9
86              16.6
87               3.7
88              11.5
89              19.8
90              -1.8
91              24
92               3.5
93              10.3
94              -4.7
95              27.1


<PAGE>
 
PAGE 6 
- ------------------------------------------
Keystone Balanced Fund (K-1) 

                            Your Fund's Performance

[MOUNTAIN CHART] 

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

In Thousands

6/86    10000   10000
         9276   11539
6/88     7971   11149
         8686   12941
6/90     8667   13974
         8724   15021
6/92     9305   16802
         9619   18547
6/94     8819   18333
         9610   20935
6/96    10790   24568

A $10,000 investment in Keystone Balanced Fund made on June 30, 1986 with all 
distributions reinvested was worth $24,568 on June 30, 1996. Past performance 
is no guarantee of future results. 

[END MOUNTAIN CHART] 

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. 

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


Twelve-Month Performance as of June 30, 1996 
- --------------------------------------------------
Total return*               17.35% 
Net asset 
value            6/30/95    $10.09 
                 6/30/96    $11.33 
Dividends                   $ 0.27 
Capital gains               $ 0.20 

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

Historical Record as of June 30, 1996 
- --------------------------------------------------
                               If you    If you did 
Cumulative total return      redeemed    not redeem 
1-year                          14.35%      17.35% 
5-year                          63.56%      63.56% 
10-year                        145.68%     145.68% 

Average annual total 
return 
1-year                          14.35%      17.35% 
5-year                          10.34%      10.34% 
10-year                          9.40%       9.40% 


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. 

      [SHADED TEXT BOX INCLUDING ILLUSTRATIONS OF A TELEPHONE AND RECEIVER
         DESCRIBING KEYSTONE INVESTMENT INSIGHT LINE FOR SHAREHOLDERS]

Keystone Investment Insight Line for Shareholders 

Now you can keep up-to-date on your fund's current strategy and outlook by 
calling Keystone Investment Insight Line. You can hear Keystone portfolio 
managers discuss their latest strategies, or listen to Keystone's overall 
market outlook from James McCall, chief investment officer. Of course, your 
financial adviser can provide you with more complete information on Keystone 
Funds. This service is available 24 hours a day, 
seven days a week and updated at least monthly. 

Keystone Investment Insight Line   1-800-346-3858 
                                   Press 2 after the greeting 

<PAGE>
 
PAGE 7 
- -------------------------------------------


                            Growth of an Investment

                            [BEGIN LINE CHART]

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. 

June 30, 1986 through June 30, 1996 

Fund Average Annual Total Return 
In Thousands

1 Year                    5 Year                    10 Year 
14.35%                    10.34%                    9.40% 

6/86    10000   10000   10000
        11539   12499   10365
6/88    11149   11599   10776
        12941   13970   11333
6/90    13974   16210   11863
        15021   17404   12420
6/92    16802   19750   12804
        18547   22439   13187
6/94    18333   22755   13516
        20935   28688   13927
6/96    24568   36154   14301

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, 1996.

                             [END LINE CHART]

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 current income 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 U.S. 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 U.S. The index contains factors such as prices of services, 
housing, food, transportation and electricity which are compiled by the U.S. 
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. 

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 perfor- 

<PAGE>
 
PAGE 8 
- -------------------------------------------
Keystone Balanced Fund (K-1) 



mance 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. 

<PAGE>
 
PAGE 9 
- -------------------------------------------


                                 Glossary of 
                              Mutual Fund Terms 

  MUTUAL FUND--A company which combines the investment money of many people 
whose financial goals are similar, and invests that money in a variety of 
securities. A mutual fund allows the smaller investor the benefits of 
diversification, professional management and constant supervision usually 
available only to large investors. 

  PORTFOLIO MANAGER--An investment professional who is responsible for 
managing a portfolio's assets prudently and making appropriate investment 
decisions, such as which securities to buy, hold and sell, based on the 
investment objectives of the portfolio. 

  STOCK--Equity or ownership interest in a corporation, which represents a 
claim on the corporation's assets and earnings. 

  BOND--Security issued by a government or corporation to those from whom it 
has borrowed money. A bond usually promises to pay interest income to the 
bondholder at regular intervals and to repay the entire amount borrowed at 
maturity date. 

  CONVERTIBLE SECURITY--A corporate security (usually preferred stock or 
bonds) that is exchangeable for a set number of another security type 
(usually common stocks) at a pre-stated price. 

  MONEY MARKET FUND--A mutual fund whose assets are invested in a diversified 
portfolio of short- term securities, including commercial paper, bankers' 
acceptances, certificates of deposit and other short-term instruments. The 
fund pays income which can fluctuate daily. Liquidity and safety of principal 
are primary objectives. 

  NET ASSET VALUE (NAV) PER SHARE--The value of one share of a mutual fund. 
The NAV per share is determined by subtracting a fund's total liabilities 
from its total assets, and dividing that amount by the number of fund shares 
outstanding. 

  DIVIDEND--A per share distribution of the income earned from the fund's 
portfolio holdings. When a dividend distribution is made, the fund's net 
asset value drops by the amount of the distribution because the distribution 
is no longer considered part of the fund's assets. 

  CAPITAL GAIN--The profit from the sale of securities, less any losses. 
Capital gains are paid to fund shareholders on a per share basis. When a 
capital gain distribution is made, the fund's net asset value drops by the 
amount of the distribution because the distribution is no longer considered 
part of the fund's assets. 

  YIELD--The annualized rate of income as measured against the current net 
asset value of fund shares. 

  TOTAL RETURN--The change in value of a fund investment over a specified 
period of time, taking into account the change in a fund's market price and 
the reinvestment of all fund distributions. 

  SHORT-TERM--An investment with a maturity of one year or less. 

  LONG-TERM--An investment with a maturity of greater than one year. 

  AVERAGE MATURITY--The average number of days until the notes, drafts, 
acceptances, bonds or other debt instruments in a portfolio become due and 
payable. 

  OFFERING PRICE--The offering price of a share of a mutual fund is the price 
at which the share is sold to the public. 

<PAGE>
 
PAGE 10
- ----------------------------------------
Keystone Balanced Fund (K-1) 


SCHEDULE OF INVESTMENTS--June 30, 1996 
<TABLE>
<CAPTION>
                                                                Market 
                                               Shares            Value 
- ------------------------------------------     --------   ------------- 
<S>                                          <C>          <C>
COMMON STOCKS (60.5%) 
ADVERTISING & PUBLISHING (0.2%) 
 Gannett, Inc.                                   46,800    $  3,311,100 
- ------------------------------------------     --------   ------------- 
AEROSPACE (2.5%) 
 Boeing Co.                                     270,500      23,567,313 
 Honeywell, Inc.                                 49,600       2,703,200 
 Raytheon Co.                                    68,000       3,510,500 
 Rockwell International Corp.                    50,000       2,862,500 
 United Technologies Corp.                       31,100       3,576,500 
- ------------------------------------------     --------   ------------- 
                                                             36,220,013 
- ------------------------------------------     --------   ------------- 
AUTOMOTIVE (1.3%) 
 Chrysler Corp.                                  27,780       1,722,360 
 Ford Motor Co.                                 220,000       7,122,500 
 General Motors Corp.                           150,000       7,856,250 
 Genuine Parts Co.                               62,025       2,837,644 
- ------------------------------------------     --------   ------------- 
                                                             19,538,754 
- ------------------------------------------     --------   ------------- 
CAPITAL GOODS (4.5%) 
 Deere & Co.                                     60,000       2,400,000 
 Emerson Electric Co.                            54,000       4,880,250 
 Foster Wheeler Corp.                            70,000       3,141,250 
 General Electric Co.                           596,000      51,554,000 
 Ingersoll-Rand Co.                              50,500       2,209,375 
 Johnson Controls, Inc.                          18,500       1,285,750 
 Sundstrand Corp.                                34,000       1,245,250 
- ------------------------------------------     --------   ------------- 
                                                             66,715,875 
- ------------------------------------------     --------   ------------- 
CHEMICALS (6.4%) 
 Air Products & Chemicals, Inc.                  28,000       1,617,000 
 Dow Chemical Co.                               133,200      10,123,200 
 du Pont (E.I.) de Nemours & Co.                450,900      35,677,463 
 Hercules, Inc.                                  39,000       2,154,750 
 Monsanto Co.                                 1,167,000      37,927,500 
 PPG Industries, Inc.                           136,000       6,630,000 
 Union Carbide Corp.                             30,000       1,192,500 
- ------------------------------------------     --------   ------------- 
                                                             95,322,413 
- ------------------------------------------     --------   ------------- 
CONSUMER GOODS (3.1%) 
 Avon Products, Inc.                             32,600       1,471,075 
 Eastman Kodak Co.                               78,500       6,103,375 
 Gillette Co.                                   400,000      24,950,000 

CONSUMER GOODS -- CONTINUED 
 International Flavors & Fragrances, Inc.        48,000    $  2,286,000 
 Procter & Gamble Co.                           110,000       9,968,750 
 Whirlpool Corp.                                 29,800       1,478,825 
- ------------------------------------------     --------   ------------- 
                                                             46,258,025 
- ------------------------------------------     --------   ------------- 
DIVERSIFIED COMPANIES (1.7%) 
 Alco Standard Corp.                            348,028      15,748,267 
 Allied-Signal, Inc.                             71,300       4,073,013 
 Minnesota Mining & Manufacturing Co.            80,000       5,520,000 
- ------------------------------------------     --------   ------------- 
                                                             25,341,280 
- ------------------------------------------     --------   ------------- 
DRUGS (7.8%) 
 American Home Products Corp.                   300,000      18,037,500 
 Baxter International, Inc.                      47,400       2,239,650 
 Bristol-Myers Squibb Co.                        55,000       4,950,000 
 Guidant Corp.                                   77,432       3,813,526 
 Johnson & Johnson                              810,400      40,114,796 
 Lilly (Eli) & Co.                               87,626       5,695,690 
 Merck & Co.                                    213,000      13,765,125 
 Pfizer, Inc.                                   145,200      10,363,650 
 Rhone Poulenc Rorer, Inc.                       34,700       2,329,238 
 Schering-Plough Corp.                          102,400       6,425,600 
 SmithKline Beecham PLC, ADR                     57,200       3,110,250 
 Warner-Lambert Co.                              84,000       4,620,000 
- ------------------------------------------     --------   ------------- 
                                                            115,465,025 
- ------------------------------------------     --------   ------------- 
ELECTRONICS PRODUCTS (0.3%) 
 AMP, Inc.                                       50,000       2,006,250 
 Thomas & Betts Corp.                            40,000       1,500,000 
- ------------------------------------------     --------   ------------- 
                                                              3,506,250 
- ------------------------------------------     --------   ------------- 
FINANCE (5.8%) 
 Associates First Capital Corp., Class A        125,000       4,703,125 
 Banc One Corp.                                  60,500       2,057,000 
 Bank of Boston Corp.                           250,000      12,375,000 
 BankAmerica Corp.                              346,960      26,282,220 
 Chase Manhattan Corp.                          115,775       8,176,609 
 Federal Home Loan Mortgage Corp.               103,600       8,857,800 

<PAGE>
 
PAGE 11
- ----------------------------------------



SCHEDULE OF INVESTMENTS--June 30, 1996 
                                                                Market 
                                               Shares            Value 
- ------------------------------------------     --------   ------------- 
FINANCE -- continued 
 Federal National Mortgage Association          200,000     $ 6,700,000 
 Fleet Financial Group, Inc.                     60,000       2,610,000 
 Merrill Lynch & Co., Inc.                       42,000       2,735,250 
 Morgan (J.P.) & Co., Inc.                       42,000       3,554,250 
 PMI Group                                       53,600       2,278,000 
 Wells Fargo & Co.                               24,200       5,780,775 
- ------------------------------------------     --------   ------------- 
                                                             86,110,029 
- ------------------------------------------     --------   ------------- 
FOODS (3.8%) 
 Anheuser-Busch Cos., Inc.                       52,000       3,900,000 
 CPC International, Inc.                         46,800       3,369,600 
 General Mills, Inc.                             30,000       1,635,000 
 Heinz (H.J.) Co.                                79,200       2,405,700 
 Kellogg Co.                                     44,000       3,223,000 
 Nabisco Holdings Corp., Class A                 81,900       2,897,213 
 PepsiCo., Inc.                                 290,000      10,258,750 
 Philip Morris Cos., Inc.                       227,100      23,618,400 
 Sara Lee Corp.                                  86,000       2,784,250 
 UST, Inc.                                       46,200       1,582,350 
- ------------------------------------------     --------   ------------- 
                                                             55,674,263 
- ------------------------------------------     --------   ------------- 
INSURANCE (1.3%) 
 Aetna Life & Casualty Co.                       30,000       2,145,000 
 Allstate Corp.                                  64,892       2,960,698 
 Travelers/Aetna Property Casualty Corp., 
 Class A                                        100,000       2,837,500 
 CIGNA Corp.                                     20,000       2,357,500 
 GCR Holdings, Ltd.                              58,400       1,540,300 
 General Reinsurance Corp.                       15,000       2,283,750 
 SAFECO Corp.                                    68,200       2,416,838 
 St. Paul Cos., Inc.                             40,000       2,140,000 
- ------------------------------------------     --------   ------------- 
                                                             18,681,586 
- ------------------------------------------     --------   ------------- 
METALS & MINING (0.5%) 
 Aluminum Co. of America                         40,000       2,295,000 
 Freeport-McMoRan Copper & Gold, Class B         56,138       1,789,399 
 Phelps Dodge Corp.                              22,000       1,372,250 
 Reynolds Metals Co.                             24,400       1,271,850 
- ------------------------------------------     --------   ------------- 
                                                             6,728,499 
- ------------------------------------------     --------   ------------- 
NATURAL GAS (1.7%) 
 Enron Corp.                                     54,000     $ 2,207,250 
 Enron Global Power & Pipelines LLC             101,500       2,461,375 
 Sonat, Inc.                                    455,000      20,475,000 
- ------------------------------------------     --------   ------------- 
                                                            25,143,625 
- ------------------------------------------     --------   ------------- 
OFFICE & BUSINESS EQUIPMENT (1.0%) 
 IBM Corp.                                      111,000      10,989,000 
 Xerox Corp.                                     62,769       3,358,142 
- ------------------------------------------     --------   ------------- 
                                                             14,347,142 
- ------------------------------------------     --------   ------------- 
OIL (6.3%) 
 Amoco Corp.                                     96,600       6,991,425 
 Atlantic Richfield Co.                         144,500      17,123,250 
 Chevron Corp.                                  263,600      15,552,400 
 Exxon Corp.                                     63,500       5,516,563 
 Mobil Corp.                                    155,400      17,424,225 
 Occidental Petroleum Corp.                     157,000       3,885,750 
 Royal Dutch Petroleum Co.                       70,100      10,777,875 
 Texaco, Inc.                                   150,000      12,581,250 
 Unocal Corp.                                   100,000       3,375,000 
- ------------------------------------------     --------   ------------- 
                                                             93,227,738 
- ------------------------------------------     --------   ------------- 
OIL SERVICES (0.3%) 
 Halliburton Co.                                 45,200       2,508,600 
 Schlumberger, Ltd.                              31,100       2,620,175 
- ------------------------------------------     --------   ------------- 
                                                             5,128,775 
- ------------------------------------------     --------   ------------- 
PAPER & PACKAGING (1.6%) 
 Georgia-Pacific Corp.                           30,800       2,186,800 
 International Paper Co.                         57,000       2,101,875 
 Kimberly-Clark Corp.                            34,800       2,688,300 
 Union Camp Corp.                                25,500       1,243,125 
 Weyerhaeuser Co.                               370,350      15,739,875 
- ------------------------------------------     --------   ------------- 
                                                             23,959,975 
- ------------------------------------------     --------   ------------- 
REAL ESTATE (1.7%) 
 Beacon Properties (R.E.I.T.)                   700,000      17,937,500 
 Liberty Property Trust (R.E.I.T.)              100,000       1,987,500 
 Patriot American Hospitality, Inc. 
 (R.E.I.T.)                                     100,000       2,962,500 

<PAGE>
 
PAGE 12
- ----------------------------------------
Keystone Balanced Fund (K-1) 


SCHEDULE OF INVESTMENTS--June 30, 1996 
                                                                Market 
                                               Shares            Value 
- ------------------------------------------     --------   ------------- 
REAL ESTATE -- continued 
 Spieker Properties, Inc. (R.E.I.T.)            100,000    $  2,725,000 
- ------------------------------------------     --------   ------------- 
                                                             25,612,500 
- ------------------------------------------     --------   ------------- 
RETAIL (0.4%) 
 May Department Stores Co.                       60,000       2,625,000 
 Sears, Roebuck and Co.                          70,000       3,403,750 
- ------------------------------------------     --------   ------------- 
                                                              6,028,750 
- ------------------------------------------     --------   ------------- 
SERVICES (0.3%) 
 Browning-Ferris Industries, Inc.               140,000       4,060,000 
- ------------------------------------------     --------   ------------- 
SOFTWARE SERVICES (0.7%) 
 Computer Associates International, Inc.        150,000      10,687,500 
- ------------------------------------------     --------   ------------- 
TELECOMMUNICATIONS (3.6%) 
 Ameritech Corp.                                124,000       7,362,500 
 AT&T Corp.                                     383,000      23,746,000 
 Bell Atlantic Corp.                             90,000       5,737,500 
 GTE Corp.                                      162,000       7,249,500 
 Lucent Technologies, Inc.                       68,000       2,575,500 
 NYNEX Corp.                                     88,088       4,184,180 
 Sprint Corp.                                    75,480       3,170,160 
- ------------------------------------------     --------   ------------- 
                                                             54,025,340 
- ------------------------------------------     --------   ------------- 
TRANSPORTATION (2.4%) 
 Conrail, Inc.                                   30,000       1,991,250 
 CSX Corp.                                      306,000      14,764,500 
 Norfolk Southern Corp.                         190,000      16,102,500 
 Union Pacific Corp.                             46,800       3,270,150 
- ------------------------------------------     --------   ------------- 
                                                             36,128,400 
- ------------------------------------------     --------   ------------- 
UTILITIES (1.3%) 
 American Electric Power Co., Inc.               39,500    $  1,683,687 
 Central & South West Corp.                      40,600       1,177,400 
 Consolidated Edison Co. of New York, Inc.       74,000       2,164,500 
 Dominion Resources, Inc.                        31,050       1,242,000 
 Duke Power Co.                                  42,000       2,152,500 
 Florida Progress Corp.                          71,400       2,481,150 
 FPL Group, Inc.                                 27,000       1,242,000 
 Houston Industries, Inc.                        86,800       2,137,450 
 Public Service Enterprise Group, Inc.           54,969       1,504,776 
 Texas Utilities Co.                             44,105       1,885,489 
 Unicom Corp.                                    36,000       1,003,500 
- ------------------------------------------     --------   ------------- 
                                                             18,674,452 
- ------------------------------------------     --------   ------------- 
TOTAL COMMON STOCKS 
 (COST--$526,377,409)                                       895,897,309 
- ------------------------------------------------------    ------------- 
CONVERTIBLE/PREFERRED STOCKS (1.5%) 
 Alco Standard Corp., Series AA                  55,000       4,565,000 
 Allstate Corp.                                  64,200       2,535,900 
 Conseco, Inc.                                   63,500       4,921,250 
 Kmart Financing                                 45,000       2,441,250 
 Rouse Co., $3.25, Series A                     125,000       7,609,375 
- ------------------------------------------     --------   ------------- 
TOTAL CONVERTIBLE/PREFERRED STOCKS 
 (COST--$18,245,541)                                         22,072,775 
- ------------------------------------------------------    ------------- 
</TABLE>

<PAGE>
 
PAGE 13
- ----------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 
<TABLE>
<CAPTION>
                                                             Interest  Maturity            Par          Market 
                                                                 Rate      Date          Value           Value 
- -------------------------------------------------------------------------------------------------------------- 
<S>                                 <C>                         <C>       <C>     <C>             <C>
FIXED INCOME (36.4%) 
CONVERTIBLE BONDS & NOTES (1.9%) 
 ELECTRONICS (0.2%) 
 Solectron Corp. (b)                                             6.00%     2006    $ 3,000,000     $ 2,722,500 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 INSURANCE (1.1%) 
 Equitable Companies, Inc.                                       6.13      2024     14,400,000      16,164,000 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 

OFFICE & BUSINESS EQUIPMENT 
(0.4%) 
 Staples, Inc. (b)                                               4.50      2000      5,250,000       5,696,250 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 SERVICES (0.2%) 
 US Filter Corp. (b)                                             6.00      2005      2,000,000       2,700,000 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
TOTAL CONVERTIBLE BONDS & NOTES (COST--$24,650,000)                                                 27,282,750 
 ----------------------------------------------------------------------------------------------   ------------ 
INDUSTRIAL BONDS & NOTES (1.9%) 
 AUTOMOTIVE (0.3%) 
 Ford Motors Credit                                              6.75      2001      5,000,000       5,032,050 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 CONSUMER GOODS (0.4%) 
 Procter & Gamble, ESOP                                          9.36      2021      5,000,000       5,922,750 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 DRUGS (0.2%) 
 Lilly (Eli) & Co.                                               6.57      2016      4,000,000       3,654,040 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 HEALTH CARE SERVICES (0.1%) 
 Manor Care, Inc.                                                7.50      2006      1,750,000       1,752,188 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 OIL (0.2%) 
 Occidental Petroleum Corp.                                     11.13      2010      2,600,000       3,335,748 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 TELECOMMUNICATIONS (0.2%) 
 US West Communications                                          6.38      2002      2,500,000       2,430,425 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
 UTILITIES (0.5%) 
 Rural Electric Coop.                                            8.67      2018      4,000,000       4,229,040 
 System Energy Resources, Inc.                                  11.38      2016      2,568,000       2,741,828 
 ------------------------------    ------------------------    ------    ------    ------------   ------------ 
                                                                                                     6,970,868 
 ----------------------------------------------------------------------------------------------   ------------ 
TOTAL INDUSTRIAL BONDS & NOTES (Cost--$29,541,741)                                                  29,098,069 
- -------------------------------------------------------------------------------------------------------------- 

                                                                                      (continued on next page) 

<PAGE>
 
PAGE 14
- -----------------------------------------
Keystone Balanced Fund (K-1)


SCHEDULE OF INVESTMENTS--June 30, 1996 
                                                            Interest  Maturity            Par         Market 
                                                                Rate      Date          Value          Value 
 ------------------------------------------------------------------------------------------------------------- 
BANK & FINANCE BONDS & NOTES (6.0%) 
 Amsouth Bancorp                                                6.75%     2025     $3,000,000    $ 2,895,660 
 Associates Corp. of North America                              8.63      2004      6,250,000      6,826,750 
 Bankers Trust New York                                         7.38      2008      6,000,000      5,900,460 
 Barnett Banks Inc.                                            10.88      2003      4,500,000      5,318,280 
 CIT Group Holdings                                             6.38      1999      6,000,000      5,966,400 
 Chemical Bank Card Master Trust                                6.23      2003      5,000,000      4,906,250 
 Donaldson, Lufkin & Jenrette                                   5.63      2016      5,000,000      4,722,500 
 First Security Grantor Trust                                   6.25      2001      2,794,594      2,797,221 
 Fleet Mortgage Securities, Inc.                                6.13      1997      3,000,000      2,989,290 
 Huntington Bankshares, Inc.                                    5.68      1998      6,500,000      6,360,250 
 Lehman Brothers Holdings, Inc.                                 6.75      1999      7,000,000      6,965,000 
 Merrill Lynch & Co., Inc.                                      6.50      2001      6,000,000      5,894,400 
 Nationsbank Corp.                                              7.75      2015      7,000,000      6,994,120 
 Old Kent Auto Receivables Trust                                6.20      2001      2,224,802      2,225,314 
 Olympic Automobile Receivables Trust                           6.90      2004      6,000,000      5,998,125 
 Sears Credit Account Master Trust                              6.20      2006      7,000,000      6,838,090 
 Standard Credit Card Master Trust                              6.85      2002      6,000,000      5,910,000 
 ------------------------------    -----------------------    ------    ------    ------------   ------------ 
TOTAL BANK & FINANCE BONDS & NOTES (COST--$90,582,822)                                            89,508,110 
 ---------------------------------------------------------------------------------------------   ------------ 
COLLATERALIZED MORTGAGE OBLIGATIONS (4.8%)(c) 
 AFC Mortgage Loan Trust 
  (Est. Mat. 1997)                Series 1995 1 Cert. Cl. A      8.05     2026      1,982,431      2,002,870 
 American Southwest Financial 
  Secs. (Est. Mat. 1999)          Series 1994-A Class A3        8.00      2010      6,000,000      6,082,500 
 RASTA (Est. Mat. 1999)           Series 1995-A Class A3        7.75      2026      3,876,000      3,888,113 
 Contimortgage Home Equity 
  Loan  (Est. Mat. 1998)          Series 1995 4 Class A4        6.33      2010      5,000,000      4,939,063 
 CoreStates Home Equity Trust 
  (Est. Mat. 2008)                Series 1996 1 Class A4        7.00      2012      6,000,000      5,780,625 
 Criimi Mae Financial Corp. 
  (Est. Mat. 2006)                Series 1A                     7.00      2033      1,991,158      1,882,888 
 Fleet Financial Home Equity 
  Trust (Est. Mat. 2003)          Series 1991 Class A5          6.70      2006      1,340,184      1,346,978 
 FNMA (Est. Mat. 2006)            Remic Trust 1993 38L          5.00      2022      2,500,000      2,031,450 
                                  Remic Trust 1992 181 Cl. 
 FNMA (Est. Mat. 2002)            P                             6.50      2021      6,000,000      5,563,140 
                                  Remic Trust 1993 156 Cl. 
 FNMA (Est. Mat. 2001)            B                             6.50      2018      5,000,000      4,651,550 
 FHLMC (Est. Mat. 2001)           Series 1996 Class A           6.00      2004      6,500,000      6,179,063 
 KS Mortgage Capital, L.P. 
  (Est. Mat. 1998) (b)            Series 1995 Class A1          6.98      2002      2,973,106      2,972,177 

                                                                                      (continued on next page) 

<PAGE>
 
PAGE 15
- -------------------------------------------


SCHEDULE OF INVESTMENTS--June 30, 1996 
                                                            Interest  Maturity             Par         Market 
                                                                Rate      Date           Value          Value 
 ------------------------------------------------------------------------------------------------------------- 
COLLATERALIZED MORTGAGE OBLIGATIONS -- continued 
  Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2001)                             Series 92B Class B          8.50%     2012     $ 2,121,138    $ 2,159,276 
 Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2004)                             Series 92D Class B          8.50      2017       2,506,007      2,579,934 
 Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2004)                             Series 91D Class B          9.85      2011       5,000,000      5,251,800 
 Merrill Lynch Mortgage 
  Investors, Inc. (Est. Mat. 
  2004)                             Series 1995 Class A3        7.23      2021         964,447        959,926 
 Paine Webber Mortgage 
  Acceptance Corp. IV (Est. 
  Mat. 1999)                        Series 1993 5 Class A3      6.88      2008       1,841,900      1,841,324 
 Ryland Acceptance Corp. 
  (Est. Mat. 2004)                  Series 88 E                 7.95      2019       6,790,969      6,776,114 
 Structured Asset Securities 
  Corp. (Est. Mat. 2002)            Comm. Mtg. Pass-thru        6.30      2028       2,464,375      2,352,708 
 University Support Services, 
  Inc. (Est. Mat. 2003)             Series 1992 Class D         9.06      2007       1,610,000      1,613,019 
  -----------------------------     ---------------------      ----      ----      ----------      ---------- 
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (COST--$71,398,795)                                      70,854,518 
   -------------------------------------------------------------------------------------------     ---------- 
FOREIGN BONDS & NOTES (U.S. DOLLARS) (1.1%) 
 Bayer Corp (b)                                                 7.13      2015       5,000,000      4,787,700 
 International Bank For Reconstruction and Development          8.25      2016       6,850,000      7,484,516 
 Royal Bank of Scotland                                         6.38      2011       5,000,000      4,376,250 
  -----------------------------     ---------------------      ----      ----      ----------      ---------- 
TOTAL FOREIGN BONDS & NOTES (U.S. DOLLARS) (COST--$17,294,458)                                     16,648,466 
   -------------------------------------------------------------------------------------------     ---------- 
FOREIGN BONDS & NOTES (NON-U.S. DOLLARS) (5.1%) 
Canadian Dollar 
 Canadian Government                                            8.75      2005      36,000,000    $28,384,971 
 Canadian Government                                            7.50      2003      28,500,000     20,949,034 
Deutsche Mark 
 Germany (Republic of)                                          6.50      2003      16,270,000     10,851,304 
Spanish Peseta 
 Kingdom of Spain                                              10.15      2006   1,900,000,000     16,012,960 
  -----------------------------     ----------------------     -----     -----     -----------    ----------- 
TOTAL FOREIGN BONDS & NOTES (NON-U.S. DOLLAR) (COST--$77,010,998)                                  76,198,269 
  --------------------------------------------------------------------------------------------    ----------- 
MORTGAGE PASS-THROUGH CERTIFICATES (8.3%)(C) 
 FHLMC Pool #G50352 (Est. Mat. 1998)                            7.00      2000     $21,631,338    $21,638,044 
 FHLMC Pool #607352 (Est. Mat. 1999)                            7.97      2022       4,127,267      4,279,460 
 FHLMC Pool #846298 (Est. Mat. 1999)                            7.20      2022       5,000,000      5,146,875 
 FNMA Pool #050973 (Est. Mat. 2001)                             6.00      2009       4,067,044      3,886,548 
 FNMA Pool #050986 (Est. Mat. 2001)                             6.00      2009       3,263,306      3,118,480 

                                                                                      (continued on next page) 

<PAGE>
 
PAGE 16
- ------------------------------------------
Keystone Balanced Fund (K-1)


SCHEDULE OF INVESTMENTS--June 30, 1996 
                                                            Interest  Maturity            Par          Market 
                                                                Rate      Date          Value           Value 
 ------------------------------------------------------------------------------------------------------------- 
MORTGAGE PASS-THROUGH CERTIFICATES -- CONTINUED 
 FNMA Pool #190911 (Est. Mat. 2001)                             6.00%     2009    $ 6,276,885    $  5,998,317 
 FNMA Pool #250008 (Est. Mat. 2001)                             6.00      2009      2,139,387       2,044,441 
 FNMA Pool #250407 (Est. Mat. 2005)                             7.00      2025      1,009,162         970,684 
 FNMA Pool #283580 (Est. Mat. 2004)                             7.00      2024      6,795,255       6,548,927 
 FNMA Pool #283689 (Est. Mat. 2004)                             7.00      2024      2,874,234       2,770,043 
 FNMA Pool #284365 (Est. Mat. 2004)                             7.00      2024      3,714,263       3,579,621 
 FNMA Pool #284376 (Est. Mat. 2004)                             7.00      2024      6,258,862       6,031,977 
 FNMA Pool #298163 (Est. Mat. 2005)                             7.00      2026      2,007,521       1,930,974 
 FNMA Pool #303119 (Est. Mat. 2001)                             6.00      2009      4,702,223       4,493,539 
 FNMA Pool #303664 (Est. Mat. 2001)                             6.50      2008     29,544,338      28,796,275 
 FNMA Pool #334520 (Est. Mat. 2005)                             7.00      2026      1,009,010         970,537 
 FNMA Pool #337532 (Est. Mat. 2005)                             7.00      2026      2,517,784       2,421,781 
 FNMA Pool #338877 (Est. Mat. 2002)                             6.50      2011      5,025,821       4,860,874 
 FNMA Pool #344571 (Est. Mat. 2005)                             7.00      2026      3,021,735       2,906,516 
 GNMA Pool #352906 (Est. Mat. 2006)                             7.00      2024        324,051         312,000 
 GNMA Pool #405576 (Est. Mat. 2007)                             6.50      2026      4,844,938       4,508,796 
 GNMA Pool #414739 (Est. Mat. 2007)                             6.50      2025        159,661         148,584 
 GNMA Pool #429399 (Est. Mat. 2007)                             6.50      2026      5,549,792       5,164,748 
  --------------------------------------------------------     -----     -----     -----------    ----------- 
TOTAL MORTGAGE PASS-THROUGH CERTIFICATES (COST--$123,705,731)                                     122,528,041 
  --------------------------------------------------------------------------------------------    ----------- 
UNITED STATES GOVERNMENT (AND AGENCY) ISSUES (7.3%) 
 U.S. Treasury Notes                                            6.25      1998     31,500,000      31,573,710 
 U.S. Treasury Notes                                            7.75      2000     20,000,000      20,846,800 
 U.S. Treasury Notes                                            7.50      2002     11,000,000      11,515,570 
 U.S. Treasury Bonds                                            9.38      2006         50,000          59,312 
 U.S. Treasury Bonds                                            7.88      2021     31,350,000      34,391,891 
 U.S. Treasury Bonds                                            6.88      2025     10,000,000       9,898,400 
  --------------------------------------------------------     -----     -----     -----------    ----------- 
TOTAL UNITED STATES GOVERNMENT (AND AGENCY) ISSUES (COST--$110,102,172)                           108,285,683 
  --------------------------------------------------------------------------------------------    ----------- 
TOTAL FIXED INCOME (COST--$544,286,717)                                                           540,403,906 
  --------------------------------------------------------------------------------------------    ----------- 
                                                                                     Maturity 
                                                                                        Value 
                                                                                  -----------    ----------- 
SHORT-TERM INVESTMENTS (3.3%) 
 Investments in repurchase agreements, in a joint trading account, purchased 
 6/28/96, 5.55%, maturing 7/1/96 (Cost $18,492,000) (d)                            18,500,555      18,492,000 
  ----------------------------------------------------------------------------     -----------    ----------- 
 Goldman Sachs Group LP repurchase agreement, 5.61%, purchased 6/28/96 
 (Collateralized by $31,039,203 FHLMC, 6.12%, due 2/1/2025) maturing 7/1/96 
 (Cost $30,000,000)                                                                30,014,025      30,000,000 
  ----------------------------------------------------------------------------     -----------    ----------- 

<PAGE>
 
PAGE 17 
- -------------------------------------------


SCHEDULE OF INVESTMENTS--June 30, 1996 
                                                                                      Market 
                                                                                      Value 
                                                                                  -------------- 
TOTAL SHORT-TERM INVESTMENTS (COST--$48,492,000)                                  $   48,492,000 
- ------------------------------------------------------------------------------    -------------- 
TOTAL INVESTMENTS (COST--$1,137,401,667) (A)                                       1,506,865,990 
- ------------------------------------------------------------------------------    -------------- 
OTHER ASSETS AND LIABILITIES--NET (-1.7%)                                            (25,688,954) 
- ------------------------------------------------------------------------------    -------------- 
NET ASSETS (100.0%)                                                               $1,481,177,036 
- ------------------------------------------------------------------------------    -------------- 
</TABLE>

(a) The cost for federal income tax purposes amounted to $1,139,651,045. 
    Gross unrealized appreciation and depreciation on investments, based on 
    identified tax cost, at June 30, 1996, are as follows: 

Gross unrealized 
appreciation:                    $382,093,378 
Gross unrealized 
depreciation:                     (14,878,433) 
                                 ------------- 
Net unrealized appreciation:     $367,214,945 
                                 ============= 

(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 mortgage obligation is based on current and 
    projected prepayment rates. Changes in interest rates can cause the 
    estimated maturity to differ from the maturity date disclosed at the time 
    of purchase. 

(d) The repurchase agreements are fully collateralized by U. S. government 
    and/or agency obligations based on market prices at June 30, 1996. 
Legend of Portfolio Abbreviations 

FHLMC--Federal Home Loan Mortgage Corporation 

FNMA--Federal National Mortgage Association 

GNMA--Government National Mortgage Association 

ADR--American Depository Receipt 

R.E.I.T.--Real Estate Investment Trust 

SCHEDULE OF FORWARD FOREIGN CURRENCY CONTRACTS 
<TABLE>
<CAPTION>
                                                    U.S. Value 
                                                        at             In        Net Unrealized 
 Exchange                                            June 30,       Exchange     Appreciation/ 
   Date                                                1996        for U.S. $     Depreciation 
- ---------     ------------    ------------------    ------------    ----------   -------------- 
                            Forward foreign currency exchange contracts to sell: 
- ---------    ---------------------------------------------------------------------------------- 
<S>         <C>               <C>                   <C>           <C>            <C>
07/12/96    2,053,000,000     Spanish Pesetas       $16,025,846   $16,266,540      $ 240,694 
                               German Deutsche 
08/12/96       17,630,000      Marks                 11,626,266    11,696,411         70,145 
08/30/96       68,831,500     Canadian Dollars       50,479,556    50,271,326       (208,230) 
                                                                                 -------------- 
Net Unrealized Appreciation on Forward Foreign Currency Exchange Contracts         $ 102,609 
                                                                                 ============== 
</TABLE>
See Notes to Financial Statements. 

<PAGE>
 
PAGE 18 
- ------------------------------------
Keystone Balanced Fund (K-1)

FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                             Year Ended June 30, 
                         ---------------------------------------------------------------------------------------------------------
                            1996       1995        1994       1993       1992       1991      1990      1989      1988      1987 
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
<S>                      <C>        <C>        <C>         <C>        <C>         <C>       <C>       <C>       <C>       <C>
Net asset value 
beginning of year        $    10.09 $     9.26 $    10.10  $     9.77 $     9.16  $   9.10  $   9.12  $   8.37  $   9.74  $  10.50
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Income from investment
 operations 
Net investment income          0.29       0.31       0.28        0.31       0.32      0.45      0.50      0.46      0.47      0.46
Net realized and 
 unrealized gains (losses)
 on investment and foreign
 currency related 
 transactions                  1.42       0.96      (0.37)       0.66       0.75      0.18      0.20      0.83     (0.82)     0.81
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Total from investment 
 operations                    1.71       1.27      (0.09)       0.97       1.07      0.63      0.70      1.29     (0.35)     1.27
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Less distributions from: 
Net investment income         (0.24)     (0.31)     (0.28)      (0.31)     (0.32)    (0.50)    (0.50)    (0.54)    (0.60)    (0.54)
In excess of net 
 investment income            (0.03)     (0.02)     (0.07)      (0.09)     (0.14)    (0.04)    (0.04)        0         0         0
Tax basis return of capital       0          0      (0.02)          0          0         0         0         0         0         0
Net realized gain on 
 investments                  (0.20)     (0.02)     (0.25)      (0.24)         0     (0.03)    (0.18)        0     (0.42)    (1.49)
In excess of net realized
 gain on investments              0      (0.09)     (0.13)          0          0         0         0         0         0         0
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Total distributions           (0.47)     (0.44)     (0.75)      (0.64)     (0.46)    (0.57)    (0.72)    (0.54)    (1.02)    (2.03)
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Net asset value end 
 of year                 $    11.33 $    10.09 $     9.26  $    10.10 $     9.77  $   9.16  $   9.10  $   9.12  $   8.37  $   9.74
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Total return (a)              17.35%     14.20%     (1.16%)     10.39%     11.86%     7.49%     7.99%    16.07%    (3.37%)   15.39%
Ratios/Supplemental Data 
Ratios to average net 
 assets: 
 Total expenses                1.72%(b)   1.77%      1.71%       1.93%      1.97%     1.88%     1.99%     1.96%     1.91%     1.93%
 Net investment income         2.71%      3.33%      2.81%       3.07%      3.25%     4.56%     4.94%     5.48%     5.34%     4.47%
Portfolio turnover rate          96%        88%        88%         74%        52%       60%       35%       49%       64%       79%
Average commission rate
 paid per share          $   0.0031        N/A        N/A         N/A        N/A      N/A     N/A        N/A       N/A         N/A
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
Net assets end of year 
(thousands)              $1,481,177 $1,344,880 $1,389,810  $1,464,066 $1,184,094  $901,994  $826,934  $712,009  $685,427  $727,723
                         ---------- ---------- ----------  ---------- ----------  --------  --------  --------  --------  --------
</TABLE>
(a) Excluding applicable sales charge. 

(b) "Ratio of total expenses to average net assets" for the year ended June 
    30, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses for the year ended June 30, 1996, the expense ratio would have 
    been 1.71%. 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 19 
- -----------------------------------------


STATEMENT OF ASSETS AND LIABILITIES 
June 30, 1996 

<TABLE>
<S>                                                  <C>
Assets (Notes 1 and 5) 
Investments at market value 
 (identified cost--$1,137,401,667)                   $1,506,865,990 
Cash                                                         14,146 
Receivable for: 
 Unrealized appreciation on forward foreign 
  currency contracts                                        310,839 
 Investments sold                                         5,107,595 
 Fund shares sold                                         2,620,661 
 Dividends                                                1,547,057 
 Interest                                                 7,376,132 
Prepaid expenses and other assets                           135,019 
- --------------------------------------------------    ------------- 
  Total assets                                        1,523,977,439 
- --------------------------------------------------    ------------- 
Liabilities (Notes 1 and 5) 
Payable for: 
 Unrealized depreciation on forward foreign 
  currency contracts                                        208,230 
 Investments purchased                                   41,733,010 
 Fund shares redeemed                                       721,235 
Other accrued expenses                                      137,928 
- --------------------------------------------------    ------------- 
  Total liabilities                                      42,800,403 
- --------------------------------------------------    ------------- 
Net assets                                           $1,481,177,036 
- --------------------------------------------------    ------------- 
Net assets represented by (Note 1) 
Paid-in capital                                      $1,079,440,999 
Accumulated undistributed net investment income             138,085 
Accumulated net realized gain on investments and 
 foreign currency related transactions                   32,033,030 
Net unrealized appreciation on: 
 Investments, foreign currency related 
  transactions and other assets and liabilities         369,462,313 
 Forward foreign currency contracts                         102,609 
- --------------------------------------------------    ------------- 
  Total net assets applicable to 
   outstanding shares of beneficial interest 
   $11.33 a share on 130,687,209 shares 
   outstanding)                                      $1,481,177,036 
- --------------------------------------------------    ------------- 
</TABLE>

STATEMENT OF OPERATIONS 
Year Ended June 30, 1996 

<TABLE>
<S>                                  <C>            <C>
Investment income (Note 1) 
Interest                                            $ 38,281,387 
Dividends (net of foreign 
 withholding taxes of $61,728)                        24,826,769 
- ----------------------------------     ----------   ------------ 
 Total income                                         63,108,156 
- ----------------------------------     ----------   ------------ 
Expenses (Notes 2 and 4) 
Management fee                       $ 6,447,849 
Transfer agent fees                    3,226,256 
Accounting, auditing and legal fees       73,225 
Custodian fees                           473,336 
Printing                                  53,474 
Trustees' fees and expenses               44,064 
Distribution Plan expenses            14,166,573 
Registration fees                         65,905 
Insurance expense                         42,328 
Miscellaneous                             35,478 
- ----------------------------------     ----------   ------------ 
 Total expenses                       24,628,488 
 Less: Expenses paid indirectly 
  (Note 6)                              (169,646) 
- ----------------------------------     ----------   ------------ 
Net expenses                                          24,458,842 
- ----------------------------------     ----------   ------------ 
Net investment income                                 38,649,314 
- ----------------------------------     ----------   ------------ 
Net realized and unrealized gain 
 on investments and foreign 
 currency related transactions 
 (Notes 1, 3 and 5) 
Net realized gain on: 
 Investments                         $54,390,213 
 Foreign currency related 
  transactions                           526,939 
- ----------------------------------     ----------   ------------ 
Net realized gain on investment 
 and foreign currency related 
 transactions                                         54,917,152 
- ----------------------------------     ----------   ------------ 
Net change in unrealized 
 appreciation on investments and 
 foreign currency related 
 transactions                                        132,899,484 
- ----------------------------------     ----------   ------------ 
Net gain on investment and foreign 
 currency related transactions                       187,816,636 
- ----------------------------------     ----------   ------------ 
Net increase in net assets 
resulting from operations                           $226,465,950 
- ----------------------------------     ----------   ------------ 
</TABLE>
See Notes to Financial Statements. 

<PAGE>
 
PAGE 20 
- -------------------------------------
Keystone Balanced Fund (K-1) 


STATEMENTS OF CHANGES IN NET ASSETS 
<TABLE>
<CAPTION>
                                                                                Year Ended June 30, 
                                                                               1996            1995 
=======================================================================     ===========   ============== 
<S>                                                                     <C>               <C>
Operations: 
Net investment income                                                   $   38,649,314    $   44,364,373 
Net realized gain on investment and foreign currency related 
transactions                                                                54,917,152         2,352,166 
Net change in unrealized appreciation on investments and foreign 
currency related transactions                                              132,899,484       126,215,529 
- -----------------------------------------------------------------------     -----------   -------------- 
  Net increase in net assets resulting from operations                     226,465,950       172,932,068 
- -----------------------------------------------------------------------     -----------   -------------- 
Distributions to shareholders from (Note 1): 
Net investment income                                                      (38,649,314)      (44,364,373) 
In excess of net investment income                                          (4,413,251)       (2,609,005) 
Net realized gain on investments                                           (18,717,526)       (2,352,166) 
In excess of net realized gain on investments                                        0       (12,888,642) 
- -----------------------------------------------------------------------     -----------   -------------- 
  Total distributions to shareholders                                      (61,780,091)      (62,214,186) 
- -----------------------------------------------------------------------     -----------   -------------- 
Capital share transactions (Note 2): 
Proceeds from shares sold                                                  227,626,268       147,551,759 
Payments for shares redeemed                                              (308,498,436)     (355,376,426) 
Net asset value of shares issued in reinvestment of distributions           52,483,524        52,176,876 
- -----------------------------------------------------------------------     -----------   -------------- 
 Net decrease in net assets resulting from capital share transactions      (28,388,644)     (155,647,791) 
- -----------------------------------------------------------------------     -----------   -------------- 
  Total increase (decrease) in net assets                                  136,297,215       (44,929,909) 
- -----------------------------------------------------------------------     -----------   -------------- 
Net assets: 
Beginning of year                                                        1,344,879,821     1,389,809,730 
- -----------------------------------------------------------------------     -----------   -------------- 
End of year [including undistributed net investment income of 
$138,085--1996 and $3,773,334--1995] (Note 1)                           $1,481,177,036    $1,344,879,821 
- -----------------------------------------------------------------------     -----------   -------------- 
</TABLE>
See Notes to Financial Statements. 

<PAGE>
 
PAGE 21 
- ----------------------------------------



NOTES TO FINANCIAL STATEMENTS 

(1.) Significant Accounting Policies 

Keystone Balanced Fund (K-1) (the "Fund") is registered as an open-end 
diversified management investment company under the Investment Company Act of 
1940, as amended (the "1940 Act"). The Fund was created under Pennsylvania 
law as a common law trust and has been offering its shares continuously since 
1935. Keystone Management, Inc., ("KMI") serves as the Fund's Investment 
Manager. Keystone Investment Management Company ("Keystone") serves as the 
Fund's Investment Adviser. The Fund's investment objective is to provide 
shareholders with current income. 

  Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("KII"), 
a Delaware corporation. KII is a private corporation predominately owned by 
current and former members of management of Keystone and its affiliates. KMI 
is a wholly-owned subsidiary of Keystone. Keystone Investor Resource Center, 
Inc. ("KIRC"), a wholly-owned subsidiary of Keystone, is the Fund's transfer 
and dividend disbursing 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, 
which require management to make estimates and assumptions that affect the 
amounts reported herein. Although actual results could differ from these 
estimates, any such differences are expected to be immaterial relative to the 
net assets of the Fund. 

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: (1.) securities (including restricted securities) for which complete 
quotations are not readily available and (2.) 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. 

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 per-

<PAGE>
 
PAGE 22 
- -------------------------------------
Keystone Balanced Fund (K-1) 

centage 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 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. In addition to market risk, the Fund is subject to the credit 
risk that the other party will not be able to complete the obligations of the 
contract. 

Investments denominated in a foreign exchange currency are adjusted daily to 
reflect changes in exchange rates. 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. Net realized currency gains and losses resulting from changes in 
exchange rates between initial purchase trade date and subsequent sale trade 
date are included in net realized gain (loss) on foreign currency 
transactions. 

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. Gains and losses on foreign currency contracts are 
treated as ordinary income for federal income tax purposes. Interest income 
is recorded on the accrual basis and dividend income is recorded on the 
ex-dividend date. All 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 of 1986 (the 
"Code"). Thus, the Fund is 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 any excise tax 
liability by making the required distributions under the 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. 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. 

<PAGE>
 
PAGE 23 
- ------------------------------------


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. Additionally, from time to time, the Fund may enter into 
contracts to hedge certain foreign currency assets. Contracts are recorded at 
market value and are marked to market daily. Realized gains and losses 
arising from such transactions are included in net realized gain (loss) on 
foreign currency related transactions. 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 
distributions of short term capital gains and net investment income. 

G. The Fund enters into reverse repurchase agreements with qualified 
third-party broker-dealers as determined by and under the direction of the 
Fund's Board of Trustees. Interest on the value of reverse repurchase 
agreements issued and outstanding is based upon competitive market rates at 
the time of issuance. At the time the Fund enters into a reverse repurchase 
agreement, it will establish and maintain a segregated account containing 
securities having a value not less than the repurchase price (including 
accrued interest). If the counterparty to the transaction is rendered 
insolvent, the ultimate realization of the securities to be repurchased by 
the Fund may be delayed. 

The average daily balance of reverse repurchase agreements outstanding during 
the year ended June 30, 1996 was approximately $3,762,438, or $.02 per share 
based on average shares outstanding during the year at a weighted average 
interest rate of 5.60%. The maximum amount of borrowings outstanding at any 
week-end during the year was $6,006,242 (including accrued interest) at a 
weighted average interest rate of 5.44%, which represented 0.01% of total 
assets at that date. 

(2.) Capital Share Transactions 

The Fund's Declaration of Trust 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: 

                                Year Ended June 30, 
                                1996           1995 
- ------------------------     -----------   ------------- 
Shares sold                  20,948,679      15,603,073 
Shares redeemed             (28,542,355)    (38,034,514) 
Shares issued in 
reinvestment of 
dividends and 
distributions                 4,948,269       5,672,934 
- ------------------------     -----------   ------------- 
Net decrease                 (2,645,407)    (16,758,507) 
- ------------------------     -----------   ------------- 

  The Fund bears some of the costs of selling its shares under a distribution 
plan adopted pursuant to Rule 12b-1 under the 1940 Act (the "Distribution 
Plan"). Under the Distribution Plan, the Fund pays Keystone Investment 
Distributors Company ("KIDCO"), the Fund's principal underwriter, amounts 
that in total may not exceed the Distribution Plan 

<PAGE>
 
PAGE 24 
- -------------------------------------
Keystone Balanced Fund (K-1) 


maximum. KIDCO is a wholly owned subsidiary of Keystone. 

  In connection with the Distribution Plan and subject to the limitations 
discussed below, the Fund's shares are offered for sale at net asset value 
without any initial sales charge. From the amounts received by KIDCO in 
connection with the Distribution Plan, and subject to the limitations 
discussed below, KIDCO generally pays brokers or others a commission equal to 
4.00% of the price paid for each Fund share sold. In addition, KIDCO 
generally reallows to broker-dealers or others, a shareholder service fee at 
a rate of 0.25% per annum of the net asset value of shares sold by such 
broker-dealers or others maintained on the books of the Fund for specified 
periods. 

  With certain exceptions, when Fund shares are redeemed within four calendar 
years after their purchase, the Fund may charge a contingent deferred sales 
charge as partial reimbursement for sales commissions previously paid on 
those shares. This charge is based on declining rates, which begin at 4.00%, 
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 that 
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. The National Association of 
Securities Dealers, Inc. (the "NASD"), limits the annual expenditures that 
the Fund may incur under the Distribution Plan to 1.00% of which 0.75% may be 
used to pay distribution expenses and 0.25% may be used to pay shareholder 
service fees. The NASD also limits the aggregate amount that the Fund may pay 
for distribution costs to 6.25% of gross share sales since the inception of 
its 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 KIDCO). Contingent deferred sales charges are, to the extent 
permitted by the NASD paid to KIDCO. 

  KIDCO intends, but is not obligated, to continue to pay or accrue 
distribution charges that exceed current annual payments permitted to be 
received by KIDCO from the Fund. KIDCO 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. 

  During the year ended June 30, 1996, KIDCO received $1,167,950 in contingent 
deferred sales charges. 

  The amount paid by the Fund under its Distribution Plan for the year ended 
June 30, 1996 was $14,166,573 (1.00% of the Fund's average daily net asset 
value during the year). During the year ended June 30, 1996, KIDCO made 
payments of commissions on new sales to dealers and others of $7,112,127. 

  Under the NASD's rules, the maximum uncollected amounts for which KIDCO may 
seek payment from the Fund under its Distribution Plan is $5,436,167 (0.37% 
of the Funds net asset value as of June 30, 1996). 

(3.) Securities Transactions 

For the year ended June 30, 1996, cost of purchases and proceeds from sales 
of investment securities, excluding short-term securities, were 
$1,346,522,431 and $1,398,630,654, respectively. 

<PAGE>
 
PAGE 25 
- --------------------------------------


(4.) Investment Management and Transactions with Affiliates 

Under the terms of the Investment Management Agreement between KMI and the 
Fund (the "Investment Management Agreement "), KMI provides certain 
investment management and administrative services to the Fund. In return, KMI 
is paid a management fee that is computed and paid daily. 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. Pursuant to the Investment Management Agreement, 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 equal to 85% of the management fee received by 
KMI. 

  During the year ended June 30, 1996, the Fund paid or accrued to KMI 
investment management and administrative services fees of $6,447,849 which 
represented 0.45% of the Fund's average daily net assets. Of such amount paid 
to KMI, $5,480,672 was paid to Keystone for its services to the Fund. 

  During the year ended June 30, 1996, the Fund paid or accrued $19,572 to KII 
for certain accounting services, and $3,226,256 to KIRC for transfer agent 
services. 

  The Fund has entered into an expense offset arrangement with its custodian 
bank. For the year ended June 30, 1996, the Fund paid custody fees in the 
amount of $473,336 and received a credit of $169,646 pursuant to the expense 
offset arrangement, resulting in a net custody expense of $303,690. The 
assets deposited with the custodian bank under the expense offset arrangement 
could have been invested in income-producing assets. 

(5.) Forward Foreign Currency Exchange Contracts 

At June 30, 1996, the Fund had open currency exchange contracts that obligate 
the Fund to deliver currency at specified future dates. The net unrealized 
gain of $102,609 on these contracts is included in the accompanying financial 
statements. 

(6.) Distributions to Shareholders 

A distribution of net investment income of $0.075 per share was declared 
payable August 6, 1996 for shareholders of record July 24, 1996. This 
distribution is not reflected in the accompanying financial statements. 

<PAGE>
 
PAGE 26 
- ---------------------------------------
Keystone Balanced Fund (K-1) 



INDEPENDENT AUDITORS' REPORT 

The Trustees and Shareholders 
Keystone Balanced Fund (K-1) 

We have audited the accompanying statement of assets and liabilities of 
Keystone Balanced Fund (K-1), including the schedule of investments as of 
June 30, 1996, 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, 1996 by correspondence with the custodian and 
brokers. An audit also 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, 1996, 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 26, 1996 

<PAGE>
 
PAGE 27 
- -----------------------------------


FEDERAL TAX STATUS--FISCAL 1996 DISTRIBUTIONS (Unaudited) 

During the fiscal year ended June 30, 1996, distributions of $0.47 per share 
were paid in shares or cash. This total includes a taxable long-term capital 
gain distribution of $0.20 per share. The remaining $0.27 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 previously reported and 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 1997, we will send you complete information on the distributions 
paid during the calendar year 1996 to help you in completing your federal tax 
return. 






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