<PAGE>
As Filed with the Securities and Exchange Commission Feb. 28, 1995.
File Nos. 811-97
2-10660
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 97 X
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 29 X
KEYSTONE CUSTODIAN FUND, SERIES K-2
-----------------------------------
(Exact name of Registrant as specified in Charter)
200 Berkeley Street, Boston, Massachusetts 02116-5034
-----------------------------------------------------
(Address of Principal Executive Offices (Zip Code)
Registrant's Telephone Number, including Area Code:(617) 338-3200
Rosemary D.Van Antwerp, Esq., 200 Berkeley Street,
--------------------------------------------------
Boston, Massachusetts 02116-5034
--------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b) of Rule 485
on (date) pursuant to paragraph (b) of Rule 485
60 days after filing pursuant to paragraph (a)(i) of Rule 485
on (date) pursuant to paragraph (a)(i) of Rule 485
75 days after filing pursuant to paragraph (a)(ii) of Rule 485
on (date) pursuant to paragraph (a)(ii) of Rule 485
The Registrant has filed a Declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice for Registrant's last fiscal
year was filed on December 26, 1994.
<PAGE>
KEYSTONE CUSTODIAN FUND, SERIES K-2
CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 97
to the
REGISTRATION STATEMENT
This Post-Effective Amendment No. 97 to Registration Statement No.
2-10660/811-97 consists of the following pages, items of information, and
documents:
The Facing Sheet
The Contents Page
The Cross-Reference Sheet
PART A
------
Prospectus
PART B
------
Statement of Additional Information
PART C
------
PART C - OTHER INFORMATION - ITEMS 24(a) and 24(b)
Financial Statements
Independent Auditors' Report
Listing of Exhibits
PART C - OTHER INFORMATION - ITEMS 25-32 - AND SIGNATURE PAGES
Number of Holders of Securities
Indemnification
Business and Other Connections
Principal Underwriter
Location of Accounts and Records
Signatures
Exhibits (including Powers of Attorney)
<PAGE>
KEYSTONE CUSTODIAN FUND, SERIES K-2
Cross-Reference Sheet pursuant to Rules 404 and 495 under the Securities Act of
1933.
Items in
Part A of
Form N-1A Prospectus Caption
- --------- ------------------
1 Cover Page
2 Fee Table
3 Financial Highlights
Performance Data
4 Cover Page
The Fund
Investment Objective and Policies
Investment Restrictions
Risk Factors
5 Fund Management and Expenses
Additional Information
5A Not Applicable
6 The Fund
Dividends and Taxes
Fund Shares
Shareholder Services
Pricing Shares
7 How to Buy Shares
Distribution Plan
Shareholder Services
8 How to Redeem Shares
9 Not Applicable
Items in
Part B of
Form N-1A Statement of Additional Information Caption
- --------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 Not Applicable
<PAGE>
KEYSTONE CUSTODIAN FUND, SERIES K-2
Cross-Reference Sheet continued.
Items in
Part B of
Form N-1A Statement of Additional Information Caption
- --------- -------------------------------------------
13 The Fund
Investment Restrictions
Brokerage
Appendix
14 Trustees and Officers
15 Additional Information
16 Investment Manager
Investment Adviser
Principal Underwriter
Distribution Plan
Sales Charges
Additional Information
17 Brokerage
18 Declaration of Trust
19 Valuation of Securities
Distribution Plan
Redemptions in Kind
20 Distributions and Taxes
21 Principal Underwriter
22 Standardized Total Return
and Yield Quotations
23 Financial Statements
<PAGE>
KEYSTONE CUSTODIAN FUND, SERIES K-2
PART A
PROSPECTUS
<PAGE>
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PROSPECTUS FEBRUARY 28, 1995
- ------------------------------------------------------------------------------
KEYSTONE CUSTODIAN FUND, SERIES K-2
STRATEGIC GROWTH FUND
200 BERKELEY STREET, BOSTON, MASSACHUSETTS 02116-5034
CALL TOLL FREE 1-800-343-2898
Keystone Custodian Fund, Series K-2 (the "Fund") is a mutual fund whose goal
is growth of capital.
The Fund invests principally in a diversified group of common stocks, but also
in debt securities.
Your purchase payment is fully invested. There is no sales charge when you buy
the Fund's shares. The Fund may impose, however, a deferred sales charge, which
declines from 4% to 1%, if you redeem your shares within four years of purchase.
The Fund has adopted a Distribution Plan (the "Distribution Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act") under which
it bears some of the costs of selling its shares to the public.
This prospectus sets forth concisely the information about the Fund that you
should know before investing. Please read it and retain it for future reference.
Additional information about the Fund is contained in a statement of
additional information dated February 28, 1995, which has been filed with the
Securities and Exchange Commission and is incorporated by reference into this
prospectus. For a free copy, or for other information about the Fund, write to
the address or call the telephone number listed above.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
<TABLE>
- ----------------------------------------------------------------------------------------------
TABLE OF CONTENTS
- ----------------------------------------------------------------------------------------------
<CAPTION>
Page Page
<S> <C> <S> <C>
Fee Table .................................. 2 How to Buy Shares ...................... 9
Financial Highlights ....................... 3 Distribution Plan ...................... 11
The Fund ................................... 4 How to Redeem Shares ................... 12
Investment Objective and Policies .......... 4 Shareholder Services ................... 14
Investment Restrictions .................... 5 Performance Data ....................... 15
Risk Factors ............................... 5 Fund Shares ............................ 16
Pricing Shares ............................. 6 Additional Information ................. 16
Dividends and Taxes ........................ 7 Additional Investment Information ...... (i)
Fund Management and Expenses ............... 8
- ----------------------------------------------------------------------------------------------
</TABLE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
<PAGE>
FEE TABLE
KEYSTONE CUSTODIAN FUND, SERIES K-2
STRATEGIC GROWTH FUND
The purpose of the fee table is to assist investors in understanding the
costs and expenses that an investor in the Fund will bear directly or
indirectly. For more complete descriptions of the various costs and expenses,
see the following sections of this prospectus: "Fund Management and Expenses";
"How to Buy Shares"; "Distribution Plan"; and "Shareholder Services."
SHAREHOLDER TRANSACTION EXPENSES
Contingent Deferred Sales Charge(1) ..................... 4.00%
(as a percentage of the lesser of total cost or net
asset value of shares redeemed)
Exchange Fee(2) ......................................... $10.00
(per exchange)
ANNUAL FUND OPERATING EXPENSES(3)
(as a percentage of average net assets)
Management Fee ........................................... 0.62%
12b-1 Fee(4) ............................................. 0.69%
Other Expenses ........................................... 0.42%
-----
Total Fund Operating Expenses ............................ 1.73%
-----
-----
- ---------------
(1) The deferred sales charge declines from 4% to 1% of amounts redeemed within
four calendar years after purchase. No deferred sales charge is imposed
thereafter.
(2) There is no fee for exchange orders received by the Fund directly from a
shareholder over the Keystone Automated Response Line ("KARL"). (For a
description of KARL, see "Shareholder Services".)
(3) Expense ratios are for the Fund's fiscal year ended October 31, 1994.
(4) Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted by rules adopted by the National
Association of Securities Dealers, Inc. ("NASD").
<TABLE>
<CAPTION>
EXAMPLE<F1> 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
redemption at the end of each period ................. $58.00 $74.00 $94.00 $204.00
You would pay the following expenses on the same
investment, assuming no redemption ................... $18.00 $54.00 $94.00 $204.00
AMOUNTS SHOWN IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<FN>
- ---------
<F1> The Securities and Exchange Commission requires use of a 5% annual return
figure for purposes of this example. Actual return for the Fund may be
greater or less than 5%.
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS
KEYSTONE CUSTODIAN FUND, SERIES K-2
STRATEGIC GROWTH FUND
(For a share outstanding throughout the year)
The following table contains important financial information relating to the
Fund and has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors. The table appears in the Fund's Annual Report and should be read in
conjunction with the Fund's financial statements and related notes, which also
appear, together with the auditors' report, in the Fund's Annual Report. The
Fund's financial statements, related notes, and auditors' report are included in
the statement of additional information. Additional information about the Fund's
performance is contained in its Annual Report, which will be made available upon
request and without charge.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF YEAR .... $9.00 $7.60 $8.18 $6.52 $7.67 $6.53 $7.55 $9.13 $7.47 $6.30
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Income from investment operations
Investment income -- net .............. (0.00) (0.06) (0.01) 0.08 0.08 0.16 0.18 0.02 0.14 0.15
Net gains (losses) on investments and
foreign currency related
transactions ......................... 0.23 1.89 0.42 2.24 (0.80) 1.21 0.19 0.04 2.15 1.10
Net commissions paid on fund share
sales <F1> ........................... -0- -0- -0- -0- -0- -0- -0- -0- (0.08) (0.03)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total from investment operations ...... 0.23 1.83 0.41 2.32 (0.72) 1.37 0.37 0.06 2.21 1.22
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Less distributions from: <F2>
Investment income -- net .............. -0- -0- (0.01) (0.16) (0.18) (0.18) (0.14) (0.13) (0.11) (0.05)
In excess of investment income -- net . -0- (0.03) (0.05) -0- -0- -0- -0- -0- -0- -0-
Realized gains on investments and
foreign currency related
transactions -- net .................. (1.66) (0.40) (0.93) (0.50) (0.25) (0.05) (1.25) (1.51) (0.44) -0-
In excess of realized gains on
investments and foreign currency
related transactions -- net .......... (0.03) -0- -0- -0- -0- -0- -0- -0- -0- -0-
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total distributions ................... (1.69) (0.43) (0.99) (0.66) (0.43) (0.23) (1.39) (1.64) (0.55) (0.05)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
NET ASSET VALUE, END OF YEAR .......... $7.54 $9.00 $7.60 $8.18 $6.52 $7.67 $6.53 $7.55 $9.13 $7.47
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL RETURN <F3> ..................... 3.55% 24.97% 6.38% 38.77% (10.05%) 21.74% 7.73% 0.15% 31.38% 19.54%
RATIOS/SUPPLEMENTAL DATA
Ratios to average net assets:
Operating and management expenses ..... 1.73% 1.83% 1.58% 1.52% 1.65% 1.59% 1.69% 2.12% 0.98% 1.00%
Investment income -- net .............. (0.17%) (0.57%) (0.15%) 0.99% 1.64% 2.06% 2.14% 0.23% 1.63% 2.26%
Portfolio turnover rate ............... 68% 65% 62% 86% 30% 40% 89% 104% 104% 109%
Net assets, end of year (thousands) ... $416,684 $403,693 $321,794 $339,359 $234,060 $329,994 $328,205 $298,748 $303,994 $213,314
<FN>
<F1> Prior to June 30, 1987, net commissions paid on new sales of shares under
the Fund's Rule 12b-1 Distribution Plan had been treated for both financial
statement and tax purposes as capital charges. On June 11, 1987, the
Securities and Exchange Commission adopted a Rule which required for
financial statements for periods ended on or after June 30, 1987, that net
commissions paid under Rule 12b-1 Distribution Plans be treated as
operating expenses rather than as capital charges. Accordingly, beginning
with the fiscal year ended October 31, 1987, the Fund's financial
statements reflect 12b-1 Distribution Plan expenses (i.e., shareholder
service fees plus commissions paid net of deferred sales charges received
by the Fund) as a component of the net investment income section of the
financial highlights.
<F2> Effective November 1, 1993 the Fund adopted Statement of Position 93-2:
Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distribution by Investment Companies. As
a result, distribution amounts exceeding book net investment income (or tax
basis net income on a temporary basis) are presented as "Distributions in
excess of investment income-net". Similarly, capital gain distributions in
excess of book basis capital gains (or tax basis capital gains on a
temporary basis) are presented as "Distributions in excess of realized
capital gains". From January 31, 1990 until the date of adoption of the
Statement of Position, distribution amounts exceeding book basis net
investment income were presented as "Distributions from paid-in capital."
<F3> Without contingent deferred sales charge (CDSC).
</TABLE>
<PAGE>
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THE FUND
- ------------------------------------------------------------------------------
The Fund is an open-end, diversified management investment company, commonly
known as a mutual fund. The Fund was created under Pennsylvania law as a common
law trust and has been offering its shares continuously since September 11,
1935. The Fund is one of twenty funds managed by Keystone Management, Inc.
("Keystone Management"), the Fund's investment manager, and is one of thirty
funds managed or advised by Keystone Custodian Funds, Inc. ("Keystone"), the
Fund's investment adviser. Keystone and Keystone Management are, from time to
time, also collectively referred to as "Keystone."
- ------------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
- ------------------------------------------------------------------------------
The Fund's investment objective is to provide shareholders with growth of
capital. In pursuing this objective, the Fund invests in common stocks, debt
securities, and rights and warrants to purchase such stocks and securities that
it considers to be consistent with an investment objective of capital growth.
When appropriate, the Fund increases the quality of its investments to resist
downward market movements. In addition to its other investment options, the Fund
may invest in limited partnerships, including master limited partnerships, and
in foreign securities issued by issuers located in developed countries as well
as emerging market countries, including certain formerly communist countries.
For this purpose, countries with emerging markets are generally those where the
per capita income is in the low to middle ranges, as determined by the
International Bank for Reconstruction and Development ("World Bank").
When market conditions warrant, the Fund may adopt a defensive position to
preserve shareholders' capital by investing in money market instruments. Such
instruments, which must mature within one year of their purchase, include United
States ("U.S.") government securities; instruments, including certificates of
deposit, demand and time deposits and bankers acceptances, of banks that are
members of the Federal Deposit Insurance Corporation and have at least $1
billion in assets as of the date of their most recently published financial
statements, including U.S. branches of foreign banks and foreign branches of
U.S. banks; and prime commercial paper, including master demand notes.
The Fund intends to follow policies of the Securities and Exchange Commission
as they are adopted from time to time with respect to illiquid securities,
including at this time (1) treating as illiquid securities that may not be sold
or disposed of in the ordinary course of business within seven days at
approximately the value at which the Fund has valued the investment on its books
and (2) limiting its holdings of such securities to 15% of net assets.
The Fund may invest in restricted securities, including securities eligible
for resale pursuant to Rule 144A under the Securities Act of 1933 (the "1933
Act"). Generally, Rule 144A establishes a safe harbor from the registration
requirements of the 1933 Act for resales by large institutional investors of
securities not publicly traded in the U.S. The Fund intends to purchase Rule
144A securities when such securities present an attractive investment
opportunity and otherwise meet the Fund's selection criteria. Keystone
determines the liquidity of the Fund's Rule 144A securities in accordance with
guidelines adopted by the Board of Trustees. The Board monitors Keystone's
implementation of such guidelines and procedures.
At the present time, the Fund cannot accurately predict exactly how the market
for Rule 144A securities will develop. A Rule 144A security that was readily
marketable upon purchase may subsequently become illiquid. In such an event, the
Board of Trustees will consider what action, if any, is appropriate.
The Fund may enter into repurchase and reverse repurchase agreements, invest
in master demand notes, lend portfolio securities, purchase and sell securities
and currencies on a when issued and delayed delivery basis and purchase or sell
securities on a forward commitment basis, write covered call and put options and
purchase call and put options to close out existing positions and may employ new
investment techniques with respect to such options. The Fund may also enter into
currency and other financial futures contracts and related options transactions
for hedging purposes and not for speculation, and may employ new investment
techniques with respect to such futures contracts and related options.
For further information about the types of investments and investment
techniques available to the Fund, and the risks associated therewith, see the
"Risk Factors" and "Additional Investment Information" sections of this
prospectus and the statement of additional information.
Of course, there can be no assurance that the Fund will achieve its investment
objective since there is uncertainty in every investment.
The investment objective of the Fund cannot be changed without a vote of the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
shares.
- ------------------------------------------------------------------------------
INVESTMENT RESTRICTIONS
- ------------------------------------------------------------------------------
The Fund has adopted the fundamental restrictions set forth below, which may
not be changed without the approval of a majority of the Fund's outstanding
shares. These restrictions and certain other fundamental restrictions are set
forth in the statement of additional information.
The Fund may not do the following: (1) invest more than 5% of its total assets
in the securities of any one issuer (other than U.S. government securities),
except that up to 25% of its total assets may be invested without regard to this
limit; (2) borrow money, except from banks for temporary or emergency purposes
in aggregate amounts up to 10% of the value of the Fund's net assets or enter
into reverse repurchase agreements provided that bank borrowings and reverse
repurchase agreements, in aggregate, shall not exceed 10% of the value of the
Fund's net assets; and (3) invest more than 25% of its total assets in
securities of issuers in the same industry.
In addition, the Fund may, notwithstanding any other investment policy or
restriction, invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and restrictions as the Fund. The Fund does not currently
intend to implement this policy and would do so only if the Trustees were to
determine such action to be in the best interest of the Fund and its
shareholders. In the event of such implementation, the Fund will comply with
such requirements as to written notice to shareholders as are then in effect.
- ------------------------------------------------------------------------------
RISK FACTORS
- ------------------------------------------------------------------------------
Investing in the Fund involves the risk common to investing in any security,
i.e., net asset value will fluctuate in response to changes in economic
conditions, and the market's perception of the underlying portfolio securities
of the Fund.
By itself, the Fund does not constitute a balanced investment plan. The Fund
stresses providing growth of capital by investing in common stocks, debt
securities and rights and warrants. The yield of the Fund's portfolio securities
will fluctuate with changing market conditions. The Fund makes most sense for
those investors who can afford to ride out changes in the stock market because
it invests a substantial portion of its assets in common stocks.
Investing in securities of foreign issuers generally involves greater risk
than investing in securities of domestic issuers for the following reasons: (1)
there may be less public information available about foreign companies than is
available about U.S. companies; (2) foreign companies are not generally subject
to the uniform accounting, auditing and financial reporting standards and
practices applicable to U.S. companies; (3) foreign stock markets have less
volume than the U.S. market, and the securities of some foreign companies are
much less liquid and much more volatile than the securities of comparable U.S.
companies; (4) foreign securities transactions may involve higher brokerage
commissions; (5) there may be less government regulation of stock markets,
brokers, listed companies and banks in foreign countries than in the U.S.; (6)
the Fund may incur fees on currency exchanges when it changes investments from
one country to another; (7) the Fund's foreign investments could be affected by
expropriation, confiscatory taxation, nationalization, establishment of currency
exchange controls, political or social instability or diplomatic developments;
(8) fluctuations in foreign exchange rates will affect the value of the Fund's
investments, the value of dividends and interest earned, gains and losses
realized on the sale of securities, net investment income and unrealized
appreciation or depreciation of investments; (9) interest and dividends on
foreign securities may be subject to withholding taxes in a foreign country that
could result in a reduction of net investment income available for distribution;
and (10) to the extent the Fund invests in securities of issuers located in the
formerly communist countries of Eastern Europe and the People's Republic of
China, there is the risk that those countries could convert back to a single
economic structure.
Investing in securities of issuers in emerging market countries involves
exposure to economic systems that are generally less mature and political
systems that are generally less stable than, those of developed countries. In
addition, investing in companies in emerging market countries may also involve
exposure to national policies that may restrict investment by foreigners and
undeveloped legal systems governing private and foreign investments and private
property. The typically small size of the markets for securities issued by
companies in emerging markets countries and the possibility of a low or
nonexistent volume of trading in those securities may also result in a lack of
liquidity and in price volatility of those securities. Furthermore, investing in
securities of companies in the formerly communist countries of Eastern Europe
and the People's Republic of China involve additional risks to those associated
with investments in companies in non-formerly communist emerging markets
countries. Specifically, those countries could convert back to a single economic
system, and the claims of property owners prior to the expropriation by the
communist regime could be settled in favor of the former property owners, in
which case the Portfolio could lose its entire investment in those countries.
Past performance should not be considered representative of results for any
future period of time. Moreover, should many shareholders change from this Fund
to some other investment at about the same time, the Fund might have to sell
portfolio securities at a time when it would be disadvantageous to do so and at
a lower price than if such securities were held to maturity.
For additional information regarding the Fund's investments in securities of
newer and smaller companies and Rule 144A securities, see "Investment Objective
and Policies". For further information about the types of investments and
investment techniques available to the Fund, including the associated risks, see
"Additional Investment Information" and the statement of additional information.
- ------------------------------------------------------------------------------
PRICING SHARES
- ------------------------------------------------------------------------------
The net asset value of a Fund share is computed each day on which the New York
Stock Exchange (the "Exchange") is open as of the close of trading on the
Exchange (currently 4:00 p.m. Eastern time for the purpose of pricing fund
shares) except on days when changes in the value of the Fund's securities do not
affect the current net asset value of its shares. The Exchange currently is
closed on weekends, New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset
value per share is arrived at by determining the value of all of the Fund's
assets, subtracting all liabilities and dividing the result by the number of
shares outstanding.
The Fund values the short-term investments it purchases as follows: short-term
investments that are purchased with maturities of sixty days or less are valued
at amortized cost (original purchase price 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; and short-term investments maturing in more than sixty days when
purchased that 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; in any case reflecting fair value as determined by the
Board of Trustees. All other investments are valued at market value or, where
market quotations are not readily available, at fair value as determined in good
faith by the Board of Trustees.
The Fund believes that reliable market quotations are generally not readily
available for purposes of valuing fixed income securities. As a result,
depending on the particular securities owned by the Fund, it is likely that most
of the valuations for such securities will be based upon their fair value
determined under procedures approved by the Board of Trustees. The Board of
Trustees has authorized the use of a pricing service to determine the fair value
of the Fund's fixed income securities and certain other securities. Securities
for which market quotations are readily available are valued on a consistent
basis at that price quoted which, in the opinion of the Board of Trustees or the
person designated by the Board of Trustees to make the determination, most
nearly represents the market value of the particular security. Any securities
for which market quotations are not readily available or other assets are valued
on a consistent basis at fair value as determined in good faith using methods
prescribed by the Board of Trustees.
- ------------------------------------------------------------------------------
DIVIDENDS AND TAXES
- ------------------------------------------------------------------------------
The Fund has qualified and intends to qualify in the future as a regulated
investment company under the Internal Revenue Code (the "Code"). The Fund
qualifies if, among other things, it distributes to its shareholders at least
90% of its net investment income for its fiscal year. The Fund also intends to
make timely distributions, if necessary, sufficient in amount to avoid the
nondeductible 4% excise tax imposed on a regulated investment company to the
extent that it fails to distribute, with respect to each calendar year, at least
98% of its ordinary income for such calendar year and 98% of its net capital
gains for the one-year period ending on October 31 of such calendar year. Any
taxable distribution would be (1) declared in October, November, or December to
shareholders of record in such a month, (2) paid by the following January 31,
and (3) includable in the taxable income of shareholders for the year in which
such distributions were declared. If the Fund qualifies and if it distributes
substantially all of its net investment income and net capital gains, if any, to
shareholders, it will be relieved of any federal income tax liability. The Fund
will make distributions from its net investment income to its shareholders by
the 15th day of December following each fiscal year and net capital gains, if
any, at least annually.
Currently, commissions paid by the Fund on new sales of shares under the
Fund's Distribution Plan (see "Distribution Plan") and deferred sales charge
receipts are treated as capital charges and capital credits, respectively, in
determining net investment income for tax purposes. For financial statement
purposes, however, these expenses and receipts are treated as operating expenses
and expense offsets. As a result, the amount of dividend distributions required
to satisfy the requirements of the Code might exceed net investment income for
financial statement purposes, resulting in a portion of such dividends being a
return of capital for financial statement purposes, but not for tax purposes.
Total investment return is equally affected by both treatments.
Recently, the Internal Revenue Service ("IRS") issued a ruling which will
require the Fund effective April 1, 1995 to treat its 12b-1 fees as operating
expenses, instead of as capital charges. The Fund intends to comply with the IRS
ruling by that date. As a result after April 1, 1995, dividend distributions are
no longer expected to exceed net investment income for financial statement
purposes. Total investment return will not be affected.
The Fund makes distributions in additional shares of the Fund or, at the
shareholder's election (which must be made before the record date for the
distribution), in cash. Distributions are reinvested at net asset value without
any sales charge. Income dividends and net short-term gains distributions are
taxable as ordinary income, and net long-term gains are taxable as capital gains
regardless of how long the shareholder has held the Fund's shares. If Fund
shares held for less than six months are sold at a loss, such loss will be
treated for tax purposes as a long-term capital loss to the extent of any
long-term capital gains dividends received. Dividends and distributions may also
be subject to state and local taxes. The Fund advises its shareholders annually
as to the federal tax status of all distributions made during the year.
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FUND MANAGEMENT AND EXPENSES
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FUND MANAGEMENT
Subject to the general supervision of the Fund's Board of Trustees, Keystone
Management located at 200 Berkeley Street, Boston, Massachusetts 02116-5034,
serves as investment manager to the Fund and is responsible for the overall
management of the Fund's business and affairs.
INVESTMENT MANAGER
Keystone Management, organized in 1989, is a wholly-owned subsidiary of
Keystone. Its directors and principal executive officers have been affiliated
with Keystone, a seasoned investment adviser, for a number of years. Keystone
Management also serves as investment manager to each of the other Keystone
Custodian Funds and to certain other funds in the Keystone Group of Mutual
Funds.
Pursuant to its Investment Management Agreement with the Fund, Keystone
Management has delegated its investment management functions, except for certain
administrative and management services to be performed to Keystone and has
entered into an Investment Advisory Agreement with Keystone under which Keystone
provides investment advisory and management services to the Fund. Services
performed by Keystone Management include (1) performing research and planning
with respect to (a) the Fund's qualification as a regulated investment company
under Subchapter M of the Code, (b) tax treatment of the Fund's portfolio
investments, (c) tax treatment of special corporate actions (such as
reorganizations), (d) state tax matters affecting the Fund, and (e) the Fund's
distributions of income and capital gains; (2) preparing the Fund's federal and
state tax returns; (3) providing services to the Fund's shareholders in
connection with federal and state taxation and distributions of income and
capital gains; and (4) storing documents relating to the Fund's activities.
The Fund pays Keystone Management a fee for its services at the annual rate
set forth below:
AGGREGATE NET ASSET VALUE
MANAGEMENT OF THE SHARES
FEE OF THE FUND
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0.70% of the first $ 100,000,000, plus
0.65% of the next $ 100,000,000, plus
0.60% of the next $ 100,000,000, plus
0.55% of the next $ 100,000,000, plus
0.50% of the next $ 100,000,000, plus
0.45% of the next $ 500,000,000, plus
0.40% of the next $ 500,000,000, plus
0.35% of amounts over $1,500,000,000
computed as of the close of business each business day and paid daily.
During the year ended October 31, 1994, the Fund paid or accrued to Keystone
Management investment management and administration service fees of $2,440,144,
which represented 0.62% of the Fund's average net assets. Such amount paid to
Keystone Management, $2,074,122 was paid to Keystone for its services to the
Fund.
INVESTMENT ADVISER
Keystone, the Fund's investment adviser, located at 200 Berkeley Street,
Boston, Massachusetts 02116-5034, has provided investment advisory and
management services to investment companies and private accounts since it was
organized in 1932. Keystone is a wholly-owned subsidiary of Keystone Group, Inc.
("Keystone Group"), located at 200 Berkeley Street, Boston, Massachusetts
02116-5034.
Keystone Group is a corporation privately owned by current and former members
of management of Keystone and its affiliates. The shares of Keystone Group
common stock beneficially owned by management are held in a number of voting
trusts, the trustees of which are George S. Bissell, Albert H. Elfner, III,
Roger T. Wickers, Edward F. Godfrey and Ralph J. Spuehler, Jr. Keystone Group
provides accounting, bookkeeping, legal, personnel and general corporate
services to Keystone Management, Keystone, their affiliates and the Keystone
Group of Mutual Funds.
Pursuant to the Advisory Agreement, Keystone receives for its services an
annual fee representing 85% of the management fee received by Keystone
Management under its Investment Management Agreement with the Fund.
The Fund has adopted a Code of Ethics incorporating policies on personal
securities trading as recommended by the Investment Company Institute.
FUND EXPENSES
The Fund will pay all of its expenses. In addition to the investment advisory
and management fees discussed above, the principal expenses that the Fund is
expected to pay include, but are not limited to, expenses of its transfer agent,
its custodian and its independent auditors; expenses under its Distribution
Plan; fees of its Independent Trustees; expenses of shareholders' and Trustees'
meetings; fees payable to government agencies, including registration and
qualification fees of the Fund and its shares under federal and state securities
laws; expenses of preparing, printing and mailing Fund prospectuses, notices,
reports and proxy material; and certain extraordinary expenses. In addition to
such expenses, the Fund will pay its brokerage commissions, interest charges and
taxes. For the fiscal year ended October 31, 1994, the Fund paid 1.73% of its
average net assets in expenses.
During the fiscal year ended October 31, 1994, the Fund paid or accrued to
Keystone Investor Resource Center, Inc. ("KIRC"), the Fund's transfer and
dividend disbursing agent and Keystone Group, $22,660 for certain accounting
services and $1,184,971 for transfer agent services. KIRC is a wholly-owned
subsidiary of Keystone.
PORTFOLIO MANAGER
Walter McCormick has been the Fund's Portfolio Manager since 1989. Mr.
McCormick is also a Keystone Vice President and Senior Portfolio Manager and has
more than 22 years' of investment experience.
SECURITIES TRANSACTIONS
Keystone selects broker-dealers to execute transactions subject to the receipt
of best execution. When selecting broker-dealers to execute portfolio
transactions for the Fund, Keystone may follow a policy of considering as a
factor the number of shares of the Fund sold by such broker-dealers. In
addition, broker-dealers may, from time to time, be affiliated with the Fund,
Keystone Management, Keystone, the Fund's principal underwriter or their
affiliates.
PORTFOLIO TURNOVER
The Fund's portfolio turnover rates for the fiscal years ended October 31,
1994 and 1993 were 68% and 65%, respectively. High portfolio turnover may
involve correspondingly greater brokerage commissions and other transaction
costs, which would be borne directly by the Fund, as well as additional realized
gains and/or losses to shareholders. For further information about brokerage and
distributions, see the statement of additional information.
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HOW TO BUY SHARES
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Shares of the Fund may be purchased from any broker-dealer that has a selling
agreement with Keystone Distributors, Inc. ("KDI"), the Fund's principal
underwriter ("Principal Underwriter"). KDI, a wholly-owned subsidiary of
Keystone, is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.
In addition, you may open an account for the purchase of shares of the Fund by
mailing to the Fund, c/o KIRC, P.O. Box 2121, Boston, Massachusetts 02106-2121,
a completed account application and a check payable to the Fund. Or you may
telephone 1-800-343-2898 to obtain the number of an account to which you can
wire or electronically transfer funds and then send in a completed account
application. Subsequent investment in any amount may be made by check, by wiring
federal funds or by an electronic funds transfer ("EFT").
The Fund's shares are sold at the net asset value per share next computed
after the Fund receives the purchase order. The initial purchase must be at
least $1,000 except for purchases by participants in certain retirement plans
for which the minimum is waived. There is no minimum for subsequent purchases.
Purchase payments are fully invested at net asset value. There are no sales
charges on purchases of Fund shares at the time of purchase.
CONTINGENT DEFERRED SALES CHARGE
With certain exceptions, when shares are redeemed within four calendar years
after their purchase, a deferred sales charge may be imposed at rates ranging
from a maximum of 4% of amounts redeemed during the calendar year of purchase to
1% of amounts redeemed during the third calendar year after the year of
purchase. No contingent deferred sales charge is imposed on amounts redeemed
thereafter. If imposed, the deferred sales charge is deducted from the
redemption proceeds otherwise payable to the shareholder. Prior to July 8, 1992,
the Fund retained the deferred sales charge. Since July 8, 1992, the contingent
deferred sales charge attributable to shares purchased prior to January 1, 1992
has been retained by the Fund, and the contingent deferred sales charge
attributable to shares purchased after January 1, 1992 is, to the extent
permitted by a rule adopted by the NASD, paid to KDI. For the fiscal year ended
October 31, 1994, the Fund recovered $125,808 in contingent deferred sales
charges.
The contingent deferred sales charge is a declining percentage of the lesser
of (1) the net asset value of the shares redeemed or (2) the total cost of such
shares. No contingent deferred sales charge is imposed when a shareholder
redeems amounts derived from (1) increases in the value of his account above the
total cost of such shares due to increases in the net asset value per share of
the Fund; (2) certain shares with respect to which the Fund did not pay a
commission on issuance, including shares acquired through reinvestment of
dividend income and capital gains distributions; or (3) shares held in all or
part of more than four consecutive calendar years.
In determining whether a contingent deferred sales charge is payable and, if
so, the percentage charge applicable, it is assumed that shares held the longest
are the first to be redeemed. No deferred sales charge is payable on permitted
exchanges of shares between Keystone funds that have adopted distribution plans
pursuant to Rule 12b-1 under the 1940 Act. When shares of one such fund have
been exchanged for shares of another such fund, for purposes of any future
contingent deferred sales charge, the calendar year of the exchange is assumed
to be the year shares tendered for exchange were originally purchased.
In addition, no contingent deferred sales charge is imposed on a redemption of
shares of the Fund in the event of (1) death or disability of the shareholder;
(2) a lump-sum distribution from 401(k) plan or other benefit plan qualified
under the Employee Retirement Income Security Act of 1974 ("ERISA"); (3)
automatic withdrawals from ERISA plans if the shareholder is at least 59 1/2
years old; (4) involuntary redemptions of accounts having an aggregate net asset
value of less than $1,000; or (5) automatic withdrawals under an automatic
withdrawal plan of up to 1 1/2% per month of the shareholder's initial account
balance.
WAIVER OF DEFERRED SALES CHARGE
Shares also may be sold, to the extent permitted by applicable law, at net
asset value without the payment of commissions or the imposition of a deferred
sales charge to (1) certain officers, Directors, Trustees and employees of the
Fund, Keystone Management, Keystone and certain of their affiliates; (2)
registered representatives of firms with dealer agreements with KDI; and (3) to
a bank or trust company acting as trustee for a single account.
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DISTRIBUTION PLAN
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The Fund bears some of the costs of selling its shares under a Distribution
Plan adopted on June 1, 1983 pursuant to Rule 12b-1 under the 1940 Act. The
Fund's Distribution Plan provides that the Fund may expend up to 0.3125%
quarterly (approximately 1.25% annually) of average daily net asset value of its
shares to pay distribution costs for sales of its shares and to pay shareholder
service fees. A NASD rule limits such annual expenditures to 1%, of which 0.75%
may be used to pay such distribution costs and 0.25% may be used to pay
shareholder service fees. The aggregate amount that the Fund may pay for such
distribution costs is limited to 6.25% of gross share sales since the inception
of the Fund's Distribution Plan plus interest at the prime rate plus 1% on
unpaid amounts thereof (less any contingent deferred sales charges paid by
shareholders to KDI).
Payments under the Distribution Plan are currently made to KDI, (which may
reallow all or part to others, such as dealers) (1) as commissions for Fund
shares sold and (2) as shareholder service fees in respect of shares maintained
by the recipients outstanding on the Fund's books for specified periods. Amounts
paid or accrued to KDI under (1) and (2) in the aggregate may not exceed the
quarterly limitation referred to above. KDI generally allows to brokers or
others a commission equal to 4% of the price paid to the Fund for each sale of
Fund shares as well as a shareholder service fee at a rate of 0.25% per annum of
the net asset value of shares sold by such brokers or others and remaining
outstanding on the books of the Fund for specified periods.
If the Fund is unable to pay KDI a commission on a new sale because the annual
maximum (0.75% of average daily net assets) has been reached, KDI intends, but
is not obligated, to continue to accept new orders for the purchase of Fund
shares and to pay or accrue commissions and service fees to dealers in excess of
the amount it currently receives from the Fund. While the Fund is under no
contractual obligation to reimburse KDI for advances made by KDI in excess of
the Distribution Plan limitation, KDI intends to seek full payment of such
charges from the Fund (together with interest at the rate of prime 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. KDI currently intends to seek
payment of interest only on such charges paid or accrued by KDI subsequent to
January 1, 1992. If the Fund's Independent Trustees (the "Independent Trustees")
authorize such payments, the effect would be to extend the period of time during
which the Fund incurs the maximum amount of costs allowed by the Distribution
Plan. If the Distribution Plan is terminated, KDI will ask the Independent
Trustees to take whatever action they deem appropriate under the circumstances
with respect to payment of such amounts.
During the fiscal year ended October 31, 1994, the Fund recovered $125,808 in
deferred sales charges. During the year, the Fund paid KDI $2,816,491 (0.72% of
the Fund's average daily net asset value) under the Distribution Plan. The
amount paid by the Fund under its Distribution Plan net of deferred sales
charges was $2,690,683 (0.69% of the Fund's average daily net asset value).
During the year, KDI retained $1,070,098 and paid commissions on new sales and
shareholder service fees to dealers and others of $2,918,769. During the year,
KDI also received $104,751 in deferred sales charges, reducing total advances to
$1,067,625 (0.26% of the Fund's net asset value as of October 31, 1994).
The amounts and purposes of expenditures under the Distribution Plan must be
reported to the Independent Trustees quarterly. The Independent Trustees may
require or approve changes in the operation of the Distribution Plan and may
require that total expenditures by the Fund under the Distribution Plan be kept
within limits lower than the maximum amount permitted by the Distribution Plan
as stated above. If such costs are not limited by the Independent Trustees, such
costs could, for some period of time, be higher than such costs permitted by
most other plans presently adopted by other investment companies.
The Distribution Plan may be terminated at any time by vote of the Independent
Trustees or by vote of a majority of the outstanding voting shares of the Fund.
Any change in the Distribution Plan that would materially increase the
distribution expenses of the Fund provided for in the Distribution Plan requires
shareholder approval. Otherwise, the Distribution Plan may be amended by votes
of the majority of both (1) the Fund's Trustees and (2) the Independent Trustees
cast in person at a meeting called for the purpose of voting on such amendment.
While the Distribution Plan is in effect, the Fund is required to commit the
selection and nomination of candidates for Independent Trustees to the
discretion of the Independent Trustees.
Whether any expenditure under the Distribution Plan is subject to a state
expense limit depends upon the nature of the expenditure and the terms of the
state law, regulation or order imposing the limit. A portion of the Fund's
Distribution Plan expenses may be includable in the Fund's total operating
expenses for purposes of determining compliance with state expense limits.
ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS
Upon written notice to dealers, KDI, at its own expense, may periodically
sponsor programs that offer additional compensation in connection with sales of
Fund shares. Participation in such programs may be available to all dealers or
to selected dealers who have sold or are expected to sell significant amounts of
shares. Additional compensation may also include financial assistance to dealers
in connection with preapproved seminars, conferences and advertising. No such
programs or additional compensation will be offered to the extent they are
prohibited by the laws of any state or any self-regulatory agency, such as the
NASD.
KDI may, at its own expense, pay concessions in addition to those described
above to dealers which satisfy certain criteria established from time to time by
KDI. These conditions relate to increasing net sales of shares of the Keystone
funds over prior periods and certain other factors. Such payments may, depending
on the dealer's satisfaction of the required conditions, be up to .25% of the
value of shares sold by such dealer.
Since October 1, 1994 through March 31, 1995 ("offering period") or until such
time during the offering period as shares of the Fund totalling $30,000,000 have
been sold, KDI, the Fund's principal underwriter, will pay dealers and others a
commission equal to 5.0% of the amount of sales by such dealers and others. KDI
reserves the right to increase the dollar amount of shares which may be sold
during the offering period. See the Distribution Plan section of the Prospectus
for additional information. There will be no increased costs to existing or new
shareholders under this special dealer offer.
KDI also may pay banks and other financial services firms that facilitate
transactions in shares of the Fund for their clients a transaction fee up to the
level of the payments made allowable to dealers for the sale of such shares as
described above.
The Glass-Steagall Act currently limits the ability of a depository
institution (such as a commercial bank or a savings and loan association) to
become an underwriter or distributor of securities. In the event the Glass-
Steagall Act is deemed to prohibit depository institutions from accepting
payments under the arrangement described above, or should Congress relax current
restrictions on depository institutions, the Board of Directors will consider
what action, if any, is appropriate.
In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as dealers pursuant to state law.
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HOW TO REDEEM SHARES
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Fund shares may be redeemed for cash at the redemption value upon written
order by the shareholder(s) to the Fund, c/o Keystone Investor Resource Center,
Inc., Box 2121, Boston, Massachusetts 02106-2121, and presentation to the Fund
of a properly endorsed share certificate if certificates have been issued. The
signature(s) of the shareholder(s) on the written order and certificates must be
guaranteed. The redemption value is the net asset value adjusted for fractions
of a cent and may be more or less than the shareholder's cost depending upon
changes in the value of the Fund's portfolio securities between purchase and
redemption. The Fund may impose a deferred sales charge at the time of
redemption of certain shares as explained in "How to Buy Shares." If imposed,
the Fund deducts the deferred sales charge from the redemption proceeds
otherwise payable to the shareholder.
REDEMPTION OF SHARES IN GENERAL
At various times, the Fund may be requested to redeem shares for which it has
not yet received good payment. In such a case, the Fund will mail the redemption
proceeds upon clearance of the purchase check, which may take up to 15 days or
more. Any delay may be avoided by purchasing shares with a certified check drawn
on a U.S. bank or by bank wire of funds. Although the mailing of a redemption
check may be delayed, the redemption value will be determined and the redemption
processed in the ordinary course of business upon receipt of proper
documentation. In such a case, after the redemption and prior to the release of
the proceeds, no appreciation or depreciation will occur in the value of the
redeemed shares, and no interest will be paid on the redemption proceeds. If the
mailing of a redemption check has been delayed, the check will be mailed
promptly after good payment has been collected.
The Fund computes the redemption value at the close of the Exchange at the end
of the day on which it has received all proper documentation from the
shareholder. Payment of the amount due on redemption, less any applicable
deferred sales charge, will be made within seven days thereafter except as
discussed herein.
Shareholders may also redeem their shares through their broker-dealers. KDI,
acting as agent for the Fund, stands ready to repurchase Fund shares upon orders
from dealers as follows: redemption requests received by broker-dealers prior to
that day's close of trading on the Exchange and transmitted to the Fund prior to
its close of business that day will receive the net asset value per share
computed at the close of trading on the Exchange on the same day. Redemption
requests received by broker-dealers after that day's close of trading on the
Exchange and transmitted to the Fund prior to the close of business on the next
business day will receive the next business day's net asset value price.
Assuming it has received proper documentation, KDI will pay the redemption
proceeds, less any applicable deferred sales charge, to the dealer placing the
order within seven days thereafter. KDI charges no fees for this service. Your
broker-dealer, however, may do so.
For the protection of shareholders, SIGNATURES ON CERTIFICATES, STOCK POWERS
AND ALL WRITTEN ORDERS OR AUTHORIZATIONS MUST BE GUARANTEED BY A U.S. STOCK
EXCHANGE MEMBER, A BANK OR OTHER PERSONS ELIGIBLE TO GUARANTEE SIGNATURES UNDER
THE SECURITIES EXCHANGE ACT OF 1934 AND KIRC'S POLICIES. The Fund and KIRC may
waive this requirement, but may also require additional documents in certain
cases. Currently, the requirement for a signature guarantee has been waived on
redemptions of $50,000 or less when the account address of record has been the
same for a minimum period of 30 days. The Fund and KIRC reserve the right to
withdraw this waiver at any time.
If the Fund receives a redemption or repurchase order, but the shareholder has
not clearly indicated the amount of money or number of shares involved, the Fund
cannot execute the order. In such cases, the Fund will request the missing
information from the shareholder and process the order the day it receives such
information.
TELEPHONE
Under ordinary circumstances you may redeem up to $50,000 from your account by
telephone by calling toll free 1-800-343-2898. To engage in telephone
transactions generally, you must complete the appropriate sections of the Fund's
application.
In order to insure that instructions received by KIRC are genuine when you
initiate a telephone transaction, you will be asked to verify certain criteria
specific to your account. At the conclusion of the transaction, you will be
given a transaction number confirming your request, and written confirmation of
your transaction will be mailed the next business day. Your telephone
instructions will be recorded. Redemptions by telephone are allowed only if the
address and bank account of record have been the same for a minimum period of 30
days.
If the redemption proceeds are less than $2,500, they will be mailed by check.
If they are $2,500 or more, they will be mailed, wired or sent by electronic
funds transfer ("EFT") to your previously designated bank account as you direct.
If you do not specify how you wish your redemptions proceeds to be sent, they
will be mailed by check.
If you cannot reach the Fund by telephone, you should follow the procedures
for redeeming by mail or through a broker as set forth above.
SMALL ACCOUNTS
Because of the high cost of maintaining small accounts, the Fund reserves the
right to redeem your account if its value falls below $1,000, the current
minimum investment level, as a result of your redemptions (but not as a result
of market action). You will be notified in writing and allowed 60 days to
increase the value of your account to the minimum investment level. No
contingent deferred sales charges are applied to such redemptions.
GENERAL
The Fund reserves the right at any time to terminate, suspend or change the
terms of any redemption method described in this prospectus, except redemption
by mail, and to impose fees.
Except as otherwise noted, neither the Fund, KIRC nor KDI assumes
responsibility for the authenticity of any instructions received by any of them
from a shareholder in writing, over the Keystone Automated Response Line
("KARL") or by telephone. KIRC will employ reasonable procedures to confirm that
instructions received over KARL or by telephone are genuine. Neither the Fund,
KIRC nor KDI will be liable when following instructions received over KARL or by
telephone that KIRC reasonably believes to be genuine.
The Fund may temporarily suspend the right to redeem its shares when (1) the
Exchange is closed, other than customary weekend and holiday closings; (2)
trading on the Exchange is restricted; (3) the Fund cannot dispose of its
investments or fairly determine their value; or (4) the Securities and Exchange
Commission, for the protection of shareholders, so orders.
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SHAREHOLDER SERVICES
- ------------------------------------------------------------------------------
Details on all shareholder services may be obtained from KIRC by writing or
calling toll free 1-800-343-2898.
KEYSTONE AUTOMATED RESPONSE LINE
KARL offers shareholders specific fund account information and price and yield
quotations as well as the ability to effect account transactions, including
investments, exchanges and redemptions. Shareholders may access KARL by dialing
toll free 1-800-346-3858 on any touch-tone telephone, 24 hours a day, seven days
a week.
EXCHANGES
A shareholder who has obtained the appropriate prospectus may exchange shares
of the Fund for shares of any of the other seven Keystone Custodian Funds,
Keystone Precious Metals Holdings, Inc. ("KPMH"), Keystone International Fund
Inc. ("KIF"), Keystone Tax Exempt Trust ("KTET"), Keystone Liquid Trust ("KLT")
or Keystone Tax Free Fund ("KTFF") on the basis of their respective net asset
values by calling toll free 1-800-343-2898 or by writing KIRC at Box 2121,
Boston, Massachusetts 02106-2121 (See "How to Redeem Shares" for additional
information with respect to telephone transactions.) Fund shares purchased by
check may be exchanged for shares of the named funds, other than KPMH, KTET or
KTFF, after 15 days provided good payment for the purchase of Fund shares has
been collected. In order to exchange Fund shares for shares of KPMH, KTET or
KTFF, a shareholder must have held Fund shares for a period of at least six
months. You may exchange your shares for another Keystone fund for a $10 fee by
calling or writing to Keystone. The exchange fee is waived for individual
investors who make an exchange using KARL. If the shares being tendered for
exchange have been held for less than four years and are still subject to a
contingent deferred sales charge, such charge will carry over to the shares
being acquired in the exchange transaction. The Fund reserves the right to
terminate this exchange offer or to change its terms, including the right to
change the service charge for any exchange.
Orders to exchange shares of the Fund for shares of KLT will be executed by
redeeming the shares of the Fund and purchasing shares of KLT at the net asset
value of KLT shares determined after the proceeds from such redemption become
available, which may be up to seven days after such redemption. In all other
cases, orders for exchanges received by the Fund prior to 4:00 p.m. on any day
the funds are open for business will be executed at the respective net asset
values determined as of the close of business that day. Orders for exchanges
received after 4:00 p.m. on any business day will be executed at the respective
net asset values determined at the close of the next business day.
An excessive number of exchanges may be disadvantageous to the Fund.
Therefore, the Fund, in addition to its right to reject any exchange, reserves
the right to terminate the exchange privilege of any shareholder who makes more
than five exchanges of shares of the funds in a year or three in a calendar
quarter.
An exchange order must comply with the requirements for a redemption or
repurchase order and must specify the dollar value or number of shares to be
exchanged. Exchanges are subject to the minimum initial purchase requirements of
the fund being acquired. An exchange constitutes a sale for federal income tax
purposes.
The exchange privilege is available only in states where shares of the fund
being acquired may legally be sold.
RETIREMENT PLANS
The Fund has various pension and profit-sharing plans available to investors,
including Individual Retirement Accounts ("IRAs"); Rollover IRA's; Simplified
Employee Pension Plans ("SEPs"); Tax Sheltered Annuity Plans ("TSAs"); 401(k)
Plans; Keogh Plans; Corporate Profit-Sharing Plans; Pension and Target Benefit
Plans; Money Purchase Pension Plans; and Salary-Reduction Plans. For details,
including fees and application forms, call KDI toll free at 1-800-247-4075 or
write to KIRC at P.O. Box 2121, Boston, Massachusetts 02106-2121.
AUTOMATIC INVESTMENT PLAN
Shareholders may take advantage of investing on an automatic basis by
establishing an automatic investment plan. Funds are drawn on a shareholder's
checking account monthly and used to purchase Fund shares.
AUTOMATIC WITHDRAWAL PLAN
Under an Automatic Withdrawal Plan, shareholders may arrange for regular
monthly or quarterly fixed withdrawal payments. Each payment must be at least
$100 and may be as much as 1% per month or 3% per quarter of the total net asset
value of the Fund shares in the shareholder's account when the Automatic
Withdrawal Plan is opened. Fixed withdrawal payments are not subject to a
deferred sales charge. Excessive withdrawals may decrease or deplete the value
of a shareholder's account.
OTHER SERVICES
Under certain circumstances, shareholders may, within 30 days after a
redemption, reinstate their accounts at current net asset value.
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PERFORMANCE DATA
- ------------------------------------------------------------------------------
From time to time, the Fund may advertise "total return" and "current yield."
BOTH FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE
FUTURE PERFORMANCE. Total return refers to the Fund's average annual compounded
rates of return over specified periods determined by comparing the initial
amount invested to the ending redeemable value of that amount. The resulting
equation assumes reinvestment of all dividends and distributions and deduction
of all recurring charges, if any, applicable to all shareholder accounts. The
deduction of the contingent deferred sales charge is reflected in the applicable
years. The exchange fee is not included in the calculation.
Current yield quotations represent the yield on an investment for a stated
30-day period computed by dividing net investment income earned per share during
the base period by the maximum offering price per share on the last day of the
base period. The Fund presently does not intend to advertise current yield.
The Fund may include comparative performance information when advertising or
marketing the Fund's shares, such as data from Lipper Analytical Services, Inc.,
Morningstar, Inc., Standard & Poor's Corporation, Ibbotson Associates or
other industry publications.
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FUND SHARES
- ------------------------------------------------------------------------------
The Fund currently issues one class of shares, which participate equally in
dividends and distributions and have equal voting, liquidation and other rights.
When issued and paid for, the shares will be fully paid and nonassessable by the
Fund. Shares may be exchanged as explained under "Shareholder Services," but
will have no other preference, conversion, exchange or preemptive rights.
Shareholders are entitled to one vote for each full share owned and fractional
votes for fractional shares. Shares are redeemable, transferable and freely
assignable as collateral. There are no sinking fund provisions. The Fund may
establish additional classes or series of shares.
The Fund does not have annual meetings. The Fund will have special meetings,
from time to time, as required under its Restatement of Trust Agreement and
under the 1940 Act. As provided in the Fund's Restatement of Trust Agreement,
shareholders have the right to remove Trustees by an affirmative vote of
two-thirds of the outstanding shares. A special meeting of the shareholders will
be held when 10% of the outstanding shares request a meeting for the purpose of
removing a Trustee. The Fund is prepared to assist shareholders in
communications with one another for the purpose of convening such a meeting as
prescribed by Section 16(c) of the 1940 Act.
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ADDITIONAL INFORMATION
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KIRC, located at 101 Main Street, Cambridge, Massachusetts 02142-1519, is a
wholly-owned subsidiary of Keystone. As previously mentioned, KIRC serves as the
Fund's transfer agent and dividend disbursing agent.
When the Fund determines from its records that more than one account in the
Fund is registered in the name of a shareholder or shareholders having the same
address, upon written notice to those shareholders, the Fund intends, when an
annual report or semi-annual report of the Fund is required to be furnished, to
mail one copy of such report to that address.
Except as otherwise stated in this prospectus or required by law, the Fund
reserves the right to change the terms of the offer stated in this prospectus
without shareholder approval, including the right to impose or change fees for
services provided.
<PAGE>
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ADDITIONAL INVESTMENT INFORMATION
- ------------------------------------------------------------------------------
The Fund may engage in the following investment practices to the extent
described in the prospectus and the statement of additional information.
OBLIGATIONS OF FOREIGN BRANCHES OF UNITED STATES BANKS
The obligations of foreign branches of U.S. banks may be general obligations
of the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by government regulation. Payment of interest
and principal upon these obligations may also be affected by governmental action
in the country of domicile of the branch (generally referred to as sovereign
risk). In addition, evidences of ownership of such securities may be held
outside the U.S. and the Fund may be subject to the risks associated with the
holding of such property overseas. Various provisions of federal law governing
domestic branches do not apply to foreign branches of domestic banks.
OBLIGATIONS OF UNITED STATES BRANCHES OF FOREIGN BANKS
Obligations of U.S. branches of foreign banks may be general obligations of
the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by federal and state regulation as well as by
governmental action in the country in which the foreign bank has its head
office. In addition, there may be less publicly available information about a
U.S. branch of a foreign bank than about a domestic bank.
MASTER DEMAND NOTES
Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts by the Fund at varying rates of interest pursuant to direct
arrangements between the Fund, as lender, and the issuer as borrower. Master
demand notes may permit daily fluctuations in the interest rate and daily
changes in the amounts borrowed. The Fund has the right to increase the amount
under the note at any time up to the full amount provided by the note agreement,
or to decrease the amount. The borrower may repay up to the full amount of the
note without penalty. Notes acquired by the Fund permit the Fund to demand
payment of principal and accrued interest at any time (on not more than seven
days' notice). Notes acquired by the Fund may have maturities of more than one
year, provided that (1) the Fund is entitled to payment of principal and accrued
interest upon not more than seven days notice, and (2) the rate of interest on
such notes is adjusted automatically at periodic intervals which normally will
not exceed 31 days, but may extend up to one year. The notes will be deemed to
have a maturity equal to the longer of the period remaining to the next interest
rate adjustment or the demand notice period. Because these types of notes are
direct lending arrangements between the lender and borrower, such instruments
are not normally traded and there is no secondary market for these notes,
although they are redeemable and thus repayable by the borrower at face value
plus accrued interest at any time. Accordingly, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, Keystone considers,
under standards established by the Board of Trustees, earning power, cash flow
and other liquidity ratios of the borrower and will monitor the ability of the
borrower to pay principal and interest on demand. These notes are not typically
rated by credit rating agencies. Unless rated, the Fund may invest in them only
if at the time of an investment the issuer meets the criteria established for
commercial paper.
REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements; i.e., the Fund purchases a
security subject to the Fund's obligation to resell and the seller's obligation
to repurchase that security at an agreed upon price and date, such date usually
being not more than seven days from the date of purchase. The resale price is
based on the purchase price plus an agreed upon current market rate of interest
that (for purposes of the transaction) is generally unrelated to the coupon rate
or maturity of the purchased security. A repurchase agreement imposes an
obligation on the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security. The value of the
underlying security is at least equal to the amount of the agreed upon resale
price and marked to market daily to cover such amount. The Fund may enter into
such agreements only with respect to U.S. government and foreign government
securities, which may be denominated in U.S. or foreign currencies. The Fund may
enter into such repurchase agreements with foreign banks and securities dealers
approved in advance by the Fund's Trustees. Whether a repurchase agreement is
the purchase and sale of a security or a collateralized loan has not been
definitively established. This might become an issue in the event of the
bankruptcy of the other party to the transaction. It does not presently appear
possible to eliminate all risks involved in repurchase agreements. These risks
include the possibility of an increase in the market value of the underlying
securities or inability of the repurchaser to perform its obligation to
repurchase coupled with an uncovered decline in the market value of the
collateral, including the underlying securities, as well as delay and costs to
the Fund in connection with enforcement or bankruptcy proceedings. Therefore, it
is the policy of the Fund to enter into repurchase agreements only with large,
well-capitalized banks that are members of the Federal Reserve System and with
primary dealers in U.S. government securities (as designated by the Federal
Reserve Board) whose creditworthiness has been reviewed and found satisfactory
by the Fund's advisers.
REVERSE REPURCHASE AGREEMENTS
Under a reverse repurchase agreement, the Fund would sell securities and agree
to repurchase them at a mutually agreed upon date and price. The Fund intends to
enter into reverse repurchase agreements to avoid otherwise having to sell
securities during unfavorable market conditions in order to meet redemptions. At
the time the Fund enters into a reverse repurchase agreement, it will establish
a segregated account with the Fund's custodian containing liquid assets such as
U.S. government securities or other high grade debt securities having a value
not less than the repurchase price (including accrued interest) and will
subsequently monitor the account to ensure such value is maintained. Reverse
repurchase agreements involve the risk that the market value of the securities
that the Fund is obligated to repurchase may decline below the repurchase price.
Borrowing and reverse repurchase agreements magnify the potential for gain or
loss on the portfolio securities of the Fund and, therefore, increase the
possibility of fluctuation in the Fund's net asset value. Such practices may
constitute leveraging. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, such buyer or
its trustee or receiver may receive an extension of time to determine whether to
enforce the Fund's obligation to repurchase the securities and the Fund's use of
the proceeds of the reverse repurchase agreement may effectively be restricted
pending such determination. The staff of the SEC has taken the position that the
Investment Company Act of 1940 treats reverse repurchase agreements as being
included in the percentage limit on borrowings imposed on a Fund.
FOREIGN SECURITIES
The Fund may invest in securities principally traded in securities markets
outside the United States. While investment in foreign securities is intended to
reduce risk by providing further diversification, such investments involve
sovereign risk in addition to the credit and market risks normally associated
with domestic securities. Foreign investments may be affected favorably or
unfavorably by changes in currency rates and exchange control regulations. There
may be less publicly available information about a foreign company than about a
U.S. company, and foreign companies may not be subject to accounting, auditing
and financial reporting standards and requirements comparable to those
applicable to U.S. companies. Securities of some foreign companies are less
liquid or more volatile than securities of U.S. companies, and foreign brokerage
commissions and custodian fees are generally higher than in the United States.
Investments in foreign securities may also be subject to other risks different
from those affecting U.S. investments, including local political or economic
developments, expropriation or nationalization of assets, imposition of
withholding taxes on dividend or interest payments and currency blockage (which
would prevent cash from being brought back to the United States). These risks
are carefully considered by Keystone prior to the purchase of these securities.
"WHEN ISSUED" SECURITIES
The Fund may also purchase and sell securities and currencies on a when issued
and delayed delivery basis. When issued or delayed delivery transactions arise
when securities or currencies are purchased or sold by the Fund with payment and
delivery taking place in the future in order to secure what is considered to be
an advantageous price and yield to the Fund at the time of entering into the
transaction. When the Fund engages in when issued and delayed delivery
transactions, the Fund relies on the buyer or seller, as the case may be, to
consummate the sale. Failure to do so may result in the Fund missing the
opportunity to obtain a price or yield considered to be advantageous. When
issued and delayed delivery transactions may be expected to occur a month or
more before delivery is due. However, no payment or delivery is made by the Fund
until it receives payment or delivery from the other party to the transaction. A
separate account of liquid assets equal to the value of such purchase
commitments will be maintained until payment is made. When issued and delayed
delivery agreements are subject to risks from changes in value based upon
changes in the level of interest rates, currency rates and other market factors,
both before and after delivery. The Fund does not accrue any income on such
securities or currencies prior to their delivery. To the extent the Fund engages
in when issued and delayed delivery transactions, it will do so consistent with
its investment objective and policies and not for the purpose of investment
leverage.
LOANS OF SECURITIES TO BROKER-DEALERS
The Fund may lend securities to brokers and dealers pursuant to agreements
requiring that the loans be continuously secured by cash or securities of the
U.S. government, its agencies or instrumentalities, or any combination of cash
and such securities, as collateral equal at all times in value to at least the
market value of the securities loaned. Such securities loans will not be made
with respect to the Fund if as a result the aggregate of all outstanding
securities loans exceeds 15% of the value of the Fund's total assets taken at
their current value. The Fund continues to receive interest or dividends on the
securities loaned and simultaneously earns interest on the investment of the
cash loan collateral in U.S. Treasury notes, certificates of deposit, other
high-grade, short-term obligations or interest bearing cash equivalents.
Although voting rights attendant to securities loaned pass to the borrower, such
loans may be called at any time and will be called so that the securities may be
voted by the Fund if, in the opinion of the Fund, a material event affecting the
investment is to occur. There may be risks of delay in receiving additional
collateral or in recovering the securities loaned or even loss of rights in the
collateral should the borrower of the securities fail financially. Loans may
only be made to borrowers deemed to be of good standing, under standards
approved by the Board of Trustees, when the income to be earned from the loan
justifies the attendant risks.
DERIVATIVES
The Fund may use derivatives in furtherance of its investment objective.
Derivatives are financial contracts whose value depends on, or is derived from,
the value of an underlying asset, reference rate or index. These assets, rates,
and indices may include bonds, stocks, mortgages, commodities, interest rates,
currency exchange rates, bond indices and stock indices. Derivatives can be used
to earn income or protect against risk, or both. For example, one party with
unwanted risk may agree to pass that risk to another party who is willing to
accept the risk, the second party being motivated, for example, by the desire
either to earn income in the form of a fee or premium from the first party, or
to reduce its own unwanted risk by attempting to pass all or part of that risk
to the first party.
Derivatives can be used by investors such as the Fund to earn income and
enhance returns, to hedge or adjust the risk profile of the portfolio, and
either in place of more traditional direct investments or to obtain exposure to
otherwise inaccessible markets. The Fund is permitted to use derivatives for one
or more of these purposes, although the Fund generally uses derivatives
primarily as direct investments in order to enhance yields and broaden portfolio
diversification. Each of these uses entails greater risk than if derivatives
were used solely for hedging purposes. The Fund uses futures contracts and
related options for hedging purposes. Derivatives are a valuable tool which,
when used properly, can provide significant benefit to Fund shareholders.
Keystone is not an aggressive user of derivatives with respect to the Fund.
However, the Fund may take positions in those derivatives that are within its
investment policies if, in Keystone's judgement, this represents an effective
response to current or anticipated market conditions. Keystone's use of
derivatives is subject to continuous risk assessment and control from the
standpoint of the Fund's investment objectives and policies.
Derivatives may be (1) standardized, exchange-traded contracts or (2)
customized, privately negotiated contracts. Exchange-traded derivatives tend to
be more liquid and subject to less credit risk than those that are privately
negotiated.
There are four principal types of derivative instruments -- options, futures,
forwards and swaps -- from which virtually any type of derivative transaction
can be created. Further information regarding options and futures, is provided
later in this section and is provided in the Fund's statement of additional
information. The Fund does not presently engage in the use of swaps.
While the judicious use of derivatives by experienced investment managers such
as Keystone can be beneficial, derivatives also involve risks different from,
and, in certain cases, greater than, the risks presented by more traditional
investments. Following is a general discussion of important risk factors and
issues concerning the use of derivatives that investors should understand before
investing in the Fund.
* Market Risk -- This is the general risk attendant to all investments that the
value of a particular investment will decline or otherwise change in a way
detrimental to the Fund's interest.
* Management Risk -- Derivative products are highly specialized instruments that
require investment techniques and risk analyses different from those
associated with stocks and bonds. The use of a derivative requires an
understanding not only of the underlying instrument, but also of the
derivative itself, without the benefit of observing the performance of the
derivative under all possible market conditions. In particular, the use and
complexity of derivatives require the maintenance of adequate controls to
monitor the transactions entered into, the ability to assess the risk that a
derivative adds to the Fund's portfolio and the ability to forecast price,
interest rate or currency exchange rate movements correctly.
* Credit Risk -- This is the risk that a loss may be sustained by the Fund as a
result of the failure of a another party to a derivative (usually referred to
as a "counterparty") to comply with the terms of the derivative contract. The
credit risk for exchange traded derivatives is generally less than for
privately negotiated derivatives, since the clearing house, which is the
issuer or counterparty to each exchange-traded derivative, provides a
guarantee of performance. This guarantee is supported by a daily payment
system (i.e., margin requirements) operated by the clearing house in order to
reduce overall credit risk. For privately negotiated derivatives, there is no
similar clearing agency guarantee. Therefore, the Fund considers the
creditworthiness of each counterparty to a privately negotiated derivative in
evaluating potential credit risk.
* Liquidity Risk -- Liquidity risk exists when a particular instrument is
difficult to purchase or sell. If a derivative transaction is particularly
large or if the relevant market is illiquid (as is the case with many
privately negotiated derivatives), it may not be possible to initiate a
transaction or liquidate a position at an advantageous price.
* Leverage Risk -- Since many derivatives have a leverage component, adverse
changes in the value or level of the underlying asset, rate or index can
result in a loss substantially greater than the amount invested in the
derivative itself. In the case of swaps, the risk of loss generally is related
to a notional principal amount, even if the parties have not made any initial
investment. Certain derivatives have the potential for unlimited loss,
regardless of the size of the initial investment.
* Other Risks -- Other risks in using derivatives include the risk of mispricing
or improper valuation and the inability of derivatives to correlate perfectly
with underlying assets, rates and indices. Many derivatives; in particular
privately negotiated derivatives, are complex and often valued subjectively.
Improper valuations can result in increased cash payment requirements to
counterparties or a loss of value to a Fund. Derivatives do not always
perfectly or even highly correlate or track the value of the assets, rates or
indices they are designed to closely track. Consequently, the Fund's use of
derivatives may not always be an effective means of, and sometimes could be
counterproductive to, furthering the Fund's investment objective.
OPTIONS TRANSACTIONS
WRITING COVERED OPTIONS. The Fund may write (i.e., sell) covered call and put
options. By writing a call option, the Fund becomes obligated during the term of
the option to deliver the securities underlying the option upon payment of the
exercise price. By writing a put option, the Fund becomes obligated during the
term of the option to purchase the securities underlying the option at the
exercise price if the option is exercised. The Fund also may write straddles
(combinations of covered puts and calls on the same underlying security).
The Fund may only write "covered" options. This means that so long as the Fund
is obligated as the writer of a call option, it will own the underlying
securities subject to the option or, in the case of call options on U.S.
Treasury bills, the Fund might own substantially similar U.S. Treasury bills. If
the Fund has written options against all of its securities which are available
for writing options, the Fund may be unable to write additional options unless
it sells a portion of its portfolio holdings to obtain new securities against
which it can write options. If this were to occur, higher portfolio turnover and
correspondingly greater brokerage commissions and other transaction costs may
result. However, the Fund does not expect that this will occur.
The Fund will be considered "covered" with respect to a put option it writes
if, so long as it is obligated as the writer of the put option, it deposits and
maintains with its custodian in a segregated account liquid assets having a
value equal to or greater than the exercise price of the option.
The principal reason for writing call or put options is to obtain, through a
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. The Fund receives a premium from writing a call or
put option, which it retains whether or not the option is exercised. By writing
a call option, the Fund might lose the potential for gain on the underlying
security while the option is open, and by writing a put option the Fund might
become obligated to purchase the underlying security for more than its current
market price upon exercise.
PURCHASING OPTIONS. The Fund may purchase put or call options, including
purchasing put or call options for the purpose of offsetting previously written
put or call options of the same series.
If the Fund is unable to effect a closing purchase transaction with respect to
covered options it has written, the Fund will not be able to sell the underlying
security or dispose of assets held in a segregated account until the options
expire or are exercised.
An option position may be closed out only in a secondary market for an option
of the same series. Although the Fund generally will write only those options
for which there appears to be an active secondary market, there is no assurance
that a liquid secondary market will exist for any particular option at any
particular time, and for some options no secondary market may exist. In such
event, it might not be possible to effect a closing transaction in a particular
option.
Options on some securities are relatively new, and it is impossible to predict
the amount of trading interest that will exist in such options. There can be no
assurance that viable markets will develop or continue. The failure of such
markets to develop or continue could significantly impair the Fund's ability to
use such options to achieve its investment objective.
OPTIONS TRADING MARKETS. Options in which the Fund will trade generally are
listed on national securities exchanges. Exchanges on which such options
currently are traded include the Chicago Board Options Exchange and the New
York, American, Pacific and Philadelphia Stock Exchanges. Options on some
securities may not be listed on any Exchange, but traded in the over-the-counter
market. Options traded in the over-the-counter market involve the additional
risk that securities dealers participating in such transactions could fail to
meet their obligations to the Fund. The use of options traded in the
over-the-counter market may be subject to limitations imposed by certain state
securities authorities. In addition to the limits on its use of options
discussed herein, the Fund is subject to the investment restrictions described
in this prospectus and in the statement of additional information.
The staff of the SEC is of the view that the premiums that the Fund pays for
the purchase of unlisted options, and the value of securities used to cover
unlisted options written by the Fund, are considered to be invested in illiquid
securities or assets for the purpose of calculating whether the Fund is in
compliance with its investment restriction relating to illiquid investments.
FUTURES TRANSACTIONS
The Fund may enter into currency and other financial futures contracts and
write options on such contracts. The Fund intends to enter into such contracts
and related options for hedging purposes. The Fund will enter into futures on
securities or currencies or index-based futures contracts in order to hedge
against changes in interest or exchange rates or securities prices. A futures
contract on securities or currencies is an agreement to buy or sell securities
or currencies at a specified price during a designated month. A futures contract
on a securities index does not involve the actual delivery of securities, but
merely requires the payment of a cash settlement based on changes in the
securities index. The Fund does not make payment or deliver securities upon
entering into a futures contract. Instead, it puts down a margin deposit, which
is adjusted to reflect changes in the value of the contract and which continues
until the contract is terminated.
The Fund may sell or purchase futures contracts. When a futures contract is
sold by the Fund, the value of the contract will tend to rise when the value of
the underlying securities or currencies declines and to fall when the value of
such securities or currencies increases. Thus, the Fund sells futures contracts
in order to offset a possible decline in the value of its securities or
currencies. If a futures contract is purchased by the Fund, the value of the
contract will tend to rise when the value of the underlying securities or
currencies increases and to fall when the value of such securities or currencies
declines. The Fund intends to purchase futures contracts in order to fix what is
believed by Keystone to be a favorable price and rate of return for securities
or favorable exchange rate for currencies the Fund intends to purchase.
The Fund also intends to purchase put and call options on futures contracts
for hedging purposes. A put option purchased by the Fund would give it the right
to assume a position as the seller of a futures contract. A call option
purchased by the Fund would give it the right to assume a position as the
purchaser of a futures contract. The purchase of an option on a futures contract
requires the Fund to pay a premium. In exchange for the premium, the Fund
becomes entitled to exercise the benefits, if any, provided by the futures
contract, but is not required to take any action under the contract. If the
option cannot be exercised profitably before it expires, the Fund's loss will be
limited to the amount of the premium and any transaction costs.
The Fund may enter into closing purchase and sale transactions in order to
terminate a futures contract and may sell put and call options for the purpose
of closing out its options positions. The Fund's ability to enter into closing
transactions depends on the development and maintenance of a liquid secondary
market. There is no assurance that a liquid secondary market will exist for any
particular contract or at any particular time. As a result, there can be no
assurance that the Fund will be able to enter into an offsetting transaction
with respect to a particular contract at a particular time. If the Fund is not
able to enter into an offsetting transaction, the Fund will continue to be
required to maintain the margin deposits on the contract and to complete the
contract according to its terms, in which case it would continue to bear market
risk on the transaction.
Although futures and options transactions are intended to enable the Fund to
manage market, interest rate or exchange rate risk, unanticipated changes in
interest rates, exchange rates or market prices could result in poorer
performance than if it had not entered into these transactions. Even if Keystone
correctly predicts interest or exchange rate movements, a hedge could be
unsuccessful if changes in the value of the Fund's futures position did not
correspond to changes in the value of its investments. This lack of correlation
between the Fund's futures and securities or currencies positions may be caused
by differences between the futures and securities or currencies markets or by
differences between the securities or currencies underlying the Fund's futures
position and the securities or currencies held by or to be purchased for the
Fund. Keystone will attempt to minimize these risks through careful selection
and monitoring of the Fund's futures and options positions.
The Fund does not intend to use futures transactions for speculation or
leverage. The Fund has the ability to write options on futures, but intends to
write such options only to close out options purchased by the Fund. The Fund
will not change these policies without supplementing the information in its
prospectus and statement of additional information.
FOREIGN CURRENCY TRANSACTIONS
As discussed above, the Fund may invest in securities of foreign issuers. When
the Fund invests in foreign securities they usually will be denominated in
foreign currencies, and the Fund temporarily may hold funds in foreign
currencies. Thus, the value of Fund shares will be affected by changes in
exchange rates.
As one way of managing exchange rate risk, in addition to entering into
currency futures contracts, the Fund may enter into forward currency exchange
contracts (agreements to purchase or sell currencies at a specified price and
date). The exchange rate for the transaction (the amount of currency the Fund
will deliver or receive when the contract is completed) is fixed when the Fund
enters into the contract. The Fund usually will enter into these contracts to
stabilize the U.S. dollar value of a security it has agreed to buy or sell. The
Fund intends to use these contracts to hedge the U.S. dollar value of a security
it already owns, particularly if the Fund expects a decrease in the value of the
currency in which the foreign security is denominated. Although the Fund will
attempt to benefit from using forward contracts, the success of its hedging
strategy will depend on Keystone's ability to predict accurately the future
exchange rates between foreign currencies and the U.S. dollar. The value of the
Fund's investments denominated in foreign currencies will depend on the relative
strength of those currencies and the U.S. dollar, and the Fund may be affected
favorably or unfavorably by changes in the exchange rates or exchange control
regulations between foreign currencies and the dollar. Changes in foreign
currency exchange rates also may affect the value of dividends and interest
earned, gains and losses realized on the sale of securities and net investment
income and gains, if any, to be distributed to shareholders by the Fund. The
Fund may also purchase and sell options related to foreign currencies in
connection with hedging strategies.
<PAGE>
READ CAREFULLY BEFORE FILLING OUT APPLICATION.
APPLICATION INFORMATION
Keystone offers a wide variety of options to help you manage your investments
quickly and effortlessly. Please be sure to indicate only the services you
desire.
Automatic investments and redemptions are normally processed through Electronic
Funds Transfer if your bank participates in the Automated Clearing House. If
your bank does not have Electronic Funds Transfer, your investments or
redemptions can be handled by check. Electronic Funds Transfer is generally
faster than issuing checks which may result in delays. For you own protection,
you may wish to inquire about your bank's standard procedures.
For the protection of shareholders, regardless of the number of shares or
amounts of money involved in a redemption or repurchase, signatures on
certificates, stock powers and all written orders or authorizations must be
guaranteed by a U.S. stock exchange member, a bank or other persons eligible to
guarantee signatures under the Securities Exchange Act of 1934 and KIRCOs
policies. KIRC may waive this requirement but may also require additional
documents in certain cases.
APPLICATION Keystone Custodian Funds
_______________________________________________________________________________
Mail application and check(s) to Keystone Investor Resource Center, Inc.
P.O. Box 2121, Boston, MA 02106-9970
_______________________________________________________________________________
INTERNAL USE ONLY
_______________________________________________________________________________
Account Number
_______________________ _______________________ _______________________
DN AT SC
A. FUND SELECTION
Initial Minimum $1,000 Except: Keystone Tax Exempt Trust $10,000.
Make checks payable to fund(s) selected.
(44) Series B-1 $______________ (49) Series S-1 $______________
(45) Series B-2 $______________ (50) Series S-3 $______________
(46) Series B-4 $______________ (51) Series S-4 $______________
(47) Series K-1 $______________ (52) Keystone
(48) Series K-2 $______________ International $______________
(54) Keystone (30) Keystone Tax
Precious Metals Exempt Trust $______________
Holdings $______________ ( ) Keystone Tax
Free Fund $______________
Other $______________
_______________________________________________________________________________
B. YOUR INVESTMENT DEALER
_______________________________________________________________________________
Broker/Dealer Firm Name
_______________________________________________________________________________
Branch Location and Number
_______________________________________________________________________________
Last Name First Name Rep #
(____________)_________________________________________________________________
Area Code Telephone
_______________________________________________________________________________
Investor's account # (if any) with dealer's firm
<PAGE>
_______________________________________________________________________________
C. SHAREHOLDER REGISTRATION (please print)
Individual_____________________________________________________________________
First Name Middle Initial Last Name Social Security #
Joint Tenant___________________________________________________________________
First Name Middle Initial Last Name Social Security #
Other__________________________________________________________________________
Name of Corporation, Organization, Fiduciary Taxpayer I.D. #
If trust give date of trust agreement:____________________
Uniform Gifts to Minors Act____________________________________________________
Custodian's Name
Uniform Transfers to Minors Act________________________________________________
Custodian's Name
As Custodian for__________________________________ Under the_______________ Act
Minor's Name Social Security # State
_______________________________________________________________________________
Street Address City State 9-digit Zip Code
Daytime Telephone ( )_________________________________________________
Area Code
NOTE: See reverse side for important tax information.
( ) Check here if any owner is a citizen or resident of the U.S.
( ) Check here if any owner is a foreign person not subject to U.S. tax
reporting requirements. Indicate Country_____________________________
_______________________________________________________________________________
D. DISTRIBUTIONS
Check appropriate box. If no choice indicated, all distributions will be
reinvested.
( ) Reinvest all income dividends and capital gains distributions in
additional shares.
( ) Pay all income dividends in cash; reinvest capital gains distributions.
( ) Pay all income dividends and capital gains distributions in cash.
( ) Invest all distributions in another Keystone Fund.
_______________________________________________________________________________
Designate Fund Name
_______________________________________________________________________________
E. OPTIONAL SERVICES
Check appropriate box(es). Please read "Application Information" on front.
1. TELEPHONE EXCHANGES 1-800-343-2898
( ) Subject to Prospectus provisions, I authorize Keystone to accept my
telephone instructions to exchange my shares in any fund in the Keystone
Custodian Family of Funds for shares of another fund in the Keystone
Custodian Family of Funds. There is a $10.00 fee for each exchange;
however, if the exchange is made through KARL by an individual investor
there is no fee.
( ) Subject to Prospectus provisions, I authorize Keystone to accept
telephone instructions from my financial adviser of record to exchange my
shares in any fund in the Keystone Custodian Family of Funds for shares
of another fund in the Keystone Custodian Family of Funds. There is a
$10.00 fee for each exchange.
Please refer to the Prospectus for a more complete description of
telephone privileges.
2. ( ) TELEPHONE REDEMPTIONS 1-800-343-2898
Subject to Prospectus provisions, I authorize Keystone to accept my
telephone instructions to redeem up to $50,000 (minimum $1,000) from my
account. Only shares on deposit with Keystone can be redeemed by
telephone. Redemptions by telephone are allowed only if the address and
bank account of record have been the same for a minimum period of 30
days. Please provide bank information in Section F at left.
Please refer to the Prospectus for a more complete description of
telephone privileges.
<PAGE>
3. ( ) AUTOMATIC INVESTMENT PLAN
I authorize $_____________ ($100 minimum) to be automatically invested
amount
in_________________________ on the ( ) 5th or ( ) 20th day of each month.
name of fund
Please allow up to 30 days after application is received to begin this
service. Provide bank information in Section F at left.
4. ( ) AUTOMATIC WITHDRAWAL PLAN ( ) MONTHLY OR ( ) QUARTERLY
I authorize Keystone to withdraw $_____________________ (min. $100 to
max. 1% per month or 3% per quarter of account assets) from my account
on the first day of each period, beginning _________________________ 1st,
month
19___, and and to send the amount as follows:
(check one)
( ) Deposit directly to my bank account shown in Section F at left.
( ) Mail a check to the registered shareholder's address.
( ) Mail check to other payee:__________________________________________
Payee Name
________________________________________________________________________
Street Address City State 9-Digit Zip Code
Please allow up to 30 days after application is received to begin this service.
Please provide bank information in Section F, at left.
________________________________________________________________________________
F. BANK INFORMATION
For Optional Services 2, 3 and 4.
If you elected to have funds deposited to or withdrawn from your bank, please
attach a voided check or preprinted deposit slip for your bank account. Your
Keystone account and your bank account must have one name in common.
________________________________________________________________________________
Name of Bank
________________________________________________________________________________
Bank Address
________________________________________________________________________________
Name on Bank Account
________________________________________________________________________________
Bank Account Number
IMPORTANT: KEYSTONE PRESENTLY DOES NOT CHARGE FOR ELECTRONIC BANKING TRANSFERS.
SOME BANKS, HOWEVER, MAY CHARGE FOR THESE SERVICES.
________________________________________________________________________________
G. SIGNATURES AND AUTHORIZATIONS
Under penalties of perjury, you, the undersigned, certify that the number shown
above is your correct taxpayer identification number and that you are not
subject to backup withholding unless you have checked a box below.
( ) Check here if you are subject to backup withholding under the provisions
of the Internal Revenue Code Section 3406(a)(1)(C).
( ) Check here if you do not have a Social Security or Taxpayer I.D. number
but have applied for one. Your signature on this application serves to
certify this, and that you understand that if you do not provide a number
within 60 days, Keystone is required by law to withhold 31% of all your
dividends, capital gains, redemptions, exchanges, and certain other
payments. If by setting up your account without a properly certified Social
Security or Taxpayer Identification Number Keystone incurs a penalty fine,
we reserve the right to deduct such an amount from your account.
<PAGE>
APPLICANT(S) SIGNATURE
I (we) am (are) of legal age and have read the prospectus(es) and agree to the
terms. I/we authorize Keystone to provide information over the telephone to any
person identifying him/herself as the registered shareholder or the
shareholder's representative and understand that all telephone conversations may
be recorded. IMPORTANT: If I (we) have elected any of the optional exchange,
redemption, automatic investment or automatic withdrawal services described
above: (i) I (we) hereby ratify any instructions received by Keystone in writing
and I (we) agree that neither the Fund, KIRC nor KDI will be held responsible
for the authenticity of such instructions; (ii) I (we) agree that neither the
Fund, KIRC nor KDI will be held liable when following instructions received over
KARL or by telephone which are reasonably believed to be genuine; and (iii) I
(we) understand, that if such reasonable procedures are not followed, the Fund,
KIRC or KDI may be liable for any losses due to unauthorized or fraudulent
instructions.
________________________________________________________________________________
Signature Date
________________________________________________________________________________
Signature Date
IMPORTANT TAX NOTICE
BACKUP WITHHOLDING INFORMATION
________________________________________________________________________________
Federal tax law requires us to obtain your certification that:
1. The taxpayer identification number you provide is correct, and
2. That you are not subject to backup withholding. (For most individuals, the
taxpayer identification number is the Social Security Number.)
Nonresident aliens must certify that they qualify as foreign persons, exempt
from U.S. tax reporting requirements. On joint accounts where an owner is a U.S.
citizen or resident, that owner must certify that the taxpayer identification
number provided is correct and is not subject to backup withholding.
Certification of foreign status must be filed every three years.
If you do not provide us with the above information on the application, we are
required by law to withhold 31% of all your dividends, capital gains,
redemptions, exchanges and certain other payments.
The following are the other conditions under which you will be subject to backup
withholding:
1. If you have received a notice from the Internal Revenue Service that you
provided an incorrect taxpayer identification number.
2. If you have received a notice from the Internal Revenue Service that you
underreported interest or dividend payments or did not file a return
reporting such payments.
DO NOT CHECK THE BOX INDICATING THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING
UNLESS YOU HAVE RECEIVED A NOTICE FROM THE INTERNAL REVENUE SERVICE.
If you fall within one of the following categories, you are exempt from backup
withholding on ALL payments and should NOT check the box:
* CORPORATION * FINANCIAL INSTITUTION * REGISTERED SECURITIES DEALER * COMMON
TRUST FUND * COLLEGE, CHURCH OR CHARITABLE ORGANIZATION * RETIREMENT PLAN *
OTHER ENTITY LISTED IN INTERNAL REVENUE CODE SEC. 3452.
For further details, refer to Internal Revenue Service Form W-9.
<PAGE>
KEYSTONE CUSTODIAN
FAMILY OF FUNDS
*
B-1 High Grade Bond Fund
B-2 Diversified Bond Fund
B-4 High Income Bond Fund
K-1 Balanced Income Fund
K-2 Strategic Growth Fund
S-1 Blue Chip Stock Fund
S-3 Capital Growth Fund
S-4 Small Company Growth Fund
International Fund
Precious Metals Holdings
Tax Free Fund
Tax Exempt Trust
Liquid Trust
[Logo] KEYSTONE
Distributors, Inc.
200 Berkeley Street
Boston, Massachusetts 02116-5034
K E Y S T O N E
K-2 STRATEGIC
GROWTH FUND
[Logo]
PROSPECTUS AND
APPLICATION
<PAGE>
KEYSTONE CUSTODIAN FUND, SERIES K-2
PART B
STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
KEYSTONE CUSTODIAN FUND, SERIES K-2
Strategic Growth Fund
February 28, 1995
This statement of additional information is not a prospectus but relates
to, and should be read in conjunction with, the prospectus of Keystone Custodian
Fund, Series K-2 (the "Fund") dated February 28, 1995. A copy of the prospectus
may be obtained from Keystone Distributors, Inc. ("KDI"), the Fund's principal
underwriter ("Principal Underwriter"), 200 Berkeley Street, Boston,
Massachusetts 02116-5034 or your broker-dealer.
TABLE OF CONTENTS
Page
The Fund's Objective and Policies 2
Investment Restrictions 2
Valuation of Securities 4
Distributions and Taxes 5
Sales Charges 6
Distribution Plan 8
Redemptions in Kind 10
The Trust Agreement 10
Investment Manager 12
Investment Adviser 14
Trustees and Officers 16
Principal Underwriter 20
Brokerage 21
Standardized Total Return
and Yield Quotations 23
Additional Information 23
Appendix A-1
Financial Statements F-1
Independent Auditors' Report F-11
1
<PAGE>
- --------------------------------------------------------------------------------
THE FUND'S OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------
The Fund is an open-end, diversified management investment company. The
Fund's investment objective is to provide shareholders with growth of capital.
It is the Fund's policy to invest its assets as fully as practicable. To
implement this policy, Keystone Custodian Funds, Inc. ("Keystone") employs more
than one investment technique. For example, it selects investments that it
expects will out-perform the Keystone Custodian Fund, Series K-2 Class (the "K-2
Class") (the entire group of securities from which the Fund may make
selections). It also selects investments from the Series K-2 Class that it
expects to approximate the changes in value of the securities comprising the
entire Series K-2 Class. With regard to the latter, Keystone uses a statistical
investment technique employing a number of criteria, such as making selections
that reflect the industry distribution of the securities comprising the Series
K-2 Class and also reflect the market volatility of the Series K-2 Class
securities within each industry. The portion of the Fund's portfolio so selected
varies from time to time as Keystone determines to be appropriate. Such
variation ranges from 0% to 100% of the portfolio. On October 31, 1994, 0.0% of
the portfolio securities was so selected.
The Fund invests primarily in the securities of domestic companies, but,
on October 31, 1994, it also owned foreign securities equal to 15.28% of its net
assets.
- --------------------------------------------------------------------------------
INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------
None of the restrictions enumerated in this paragraph may be changed
without a vote of the holders of a majority, as defined in the Investment
Company Act of 1940 (the "1940 Act"), of the Fund's outstanding shares. The Fund
may not do any of the following:
(1) invest more than 5% of its total assets, computed at market value, in
the securities of any one issuer;
(2) invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;
(3) borrow money, except that the Fund may (1) borrow money from banks for
temporary or emergency purposes in aggregate amounts up to 10% of the value of
the Fund's net assets (computed at cost), or (2) enter into reverse repurchase
agreements provided that bank borrowings and reverse repurchase agreements, in
aggregate shall not exceed 10% of the value of the Fund's assets;
2
<PAGE>
(4) underwrite securities, except that the Fund may purchase securities
from issuers thereof or others and dispose of such securities in a manner
consistent with its other investment policies; in the disposition of restricted
securities the Fund may be deemed to be an underwriter, as defined in the
Securities Act of 1933 (the 1933 Act);
(5) purchase or sell real estate or interests in real estate, except that
it may purchase and sell securities secured by real estate and securities of
companies which invest in real estate, and will not purchase or sell commodities
or commodity contracts, except that the Fund may engage in currency or other
financial futures contracts and related options transactions;
(6) invest in a company for the purpose of control or management;
(7) make margin purchases or short sales of securities;
(8) make loans, except that the Fund may buy publicly and privately
distributed debt securities, provided that such securities purchases are
consistent with its investment objectives and policies, and except that the Fund
may lend limited amounts of its portfolio securities to broker-dealers;
(9) invest more than 25% of its assets in the securities of issuers in any
single industry; and
(10) purchase the securities of any other investment company except in the
open market and at customary brokerage rates and in no event more than 3% of the
voting securities of any investment company.
If a percentage limit is satisfied at the time of investment or borrowing,
a later increase or decrease resulting from a change in the value of a security
or a decrease in Fund assets is not a violation of the limit.
The Fund has no current intention of attempting to increase its net income
by borrowing and intends to repay any borrowings made in accordance with the
fourth investment restriction enumerated above before it makes any additional
investments.
Additional restrictions adopted by the Fund, which may be changed by the
Board of Trustees, provide that the Fund may not purchase or retain securities
of an issuer if, to the knowledge of the Fund, any officer, Trustee or Director
of the Fund, Keystone Management, Inc. ("Keystone Management") or Keystone, each
owning beneficially more than 1/2 of 1% of the securities of such issuer, own,
in the aggregate, more than 5% of the securities of such issuer, or such persons
or management personnel of the Fund, Keystone Management or Keystone have a
substantial beneficial
3
<PAGE>
interest in the securities of such issuer. Portfolio securities of the Fund may
not be purchased from or sold or loaned to Keystone Management, Keystone or any
affiliate thereof or any of their Directors, officers or employees.
Although not fundamental restrictions or policies requiring a shareholders
vote to change, the Fund has undertaken, so long as a state authority requires
and shares of the Fund are registered for sale in that state, (1) to not to
invest more than 5% of its total assets in securities of unseasoned issuers,
including their predecessors that have been in operation for less than three
years, and in equity securities of issuers that are not readily marketable, (2)
to not invest in interests in oil, gas, or other mineral leases, exploration or
development programs, (3) to limit its purchase of warrants to 5% of net assets,
of which 2% may be warrants not listed on the New York or American Stock
Exchanges (warrants acquired by the Fund in units or attached to securities will
be deemed to be without value with regard to this restriction), and (4) not
invest in real estate limited partnership interests.
In order to permit the sale of Fund shares in certain states, the Fund may
make commitments more restrictive than the investment restrictions described
above. Should the Fund determine that any such commitment is no longer in the
best interests of the Fund, it will revoke the commitment by terminating sales
of its shares in the state involved.
- --------------------------------------------------------------------------------
VALUATION OF SECURITIES
- --------------------------------------------------------------------------------
Current value for the Fund's portfolio securities is determined in the
following manner:
Securities traded on an established exchange are valued on the basis of
the last sales price on the exchange where the securities are primarily traded
prior to the time of valuation. Securities traded in the over-the-counter
market, for which complete quotations are readily available, are valued at the
mean of the bid and asked prices at the time of valuation. Short-term
investments that are purchased with maturities of 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 market value; and
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), that, when
4
<PAGE>
combined with accrued interest, approximates market, and in any case reflect
fair value as determined by the Board of Trustees.
The Board of Trustees values the following securities at prices it deems
in good faith to be fair: (1) securities, including restricted securities, for
which complete quotations are not readily available; (2) listed securities if in
the Fund's opinion the last sales price does not reflect a current market value
or if no sale occurred; and (3) other assets.
The Fund believes that reliable market quotations generally are not
readily available for purposes of valuing fixed income securities. As a result,
depending on the particular securities owned by the Fund, it is likely that most
of the valuations for such securities will be based upon their fair value
determined under procedures approved by the Board of Trustees. The Board of
Trustees has authorized the use of a pricing service to determine the fair value
of its fixed income securities and certain other securities. Securities for
which market quotations are readily available are valued on a consistent basis
at that price quoted that, in the opinion of the Board of Trustees or the person
designated by the Board of Trustees to make the determination, most nearly
represents the market value of the particular security. Any securities for which
market quotations are not readily available or other assets are valued on a
consistent basis at fair value as determined in good faith using methods
prescribed by the Board of Trustees.
- --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
- --------------------------------------------------------------------------------
The Fund ordinarily distributes its net investment income and net capital
gains in shares of the Fund or, at the option of the shareholder, in cash. All
shareholders may reinvest dividends and distributions without being subject to a
contingent deferred sales charge when shares so purchased are redeemed.
Shareholders who have opted prior to the record date to receive shares with
regard to capital gains and/or income distributions will have the number of such
shares determined on the basis of the share value computed at the end of the day
on the record date after adjustment for the distribution. Net asset value is
used in computing the appropriate number of shares in both a capital gains
distribution and an income distribution reinvestment. Unless the Fund receives
instructions to the contrary from a shareholder before the record date, it will
assume that the shareholder wishes to receive both capital gains distributions
and income distributions in shares. Instructions continue in effect until
changed in writing.
Distributed long-term capital gains are taxable as such to the shareholder
whether received in cash or in additional Fund shares
5
<PAGE>
and regardless of the period of time Fund shares have been held by the
shareholder. Distributions designated by the Fund as capital gains dividends are
not eligible for the corporate dividends received deduction. If the net asset
value of the Fund's shares is reduced below a shareholder's cost by distribution
of capital gains, such distribution, to the extent of the reduction, would be a
return of investment, though taxable as stated above. Since distributions of
capital gains depend upon securities profits actually realized, they may or may
not occur. The foregoing comments relating to the taxation of dividends and
distributions paid on the Fund's shares relate solely to federal income
taxation. Such dividends and distributions may also be subject to state and
local taxes.
When the Fund makes a distribution, it intends to distribute only its net
capital gains and such income as has been predetermined to the best of the
Fund's ability, to be taxable as ordinary income. Shareholders of the Fund will
be advised annually of the federal income tax status of distributions.
- --------------------------------------------------------------------------------
SALES CHARGES
- --------------------------------------------------------------------------------
In order to reimburse the Fund for certain expenses relating to the sale
of its shares (see "Distribution Plan"), a deferred sales charge may be imposed
at the time of redemption of certain Fund shares within four calendar years
after their purchase. If imposed, the deferred sales charge is deducted from the
redemption proceeds otherwise payable to the shareholder. Since July 8, 1992,
the deferred sales charge attributable to shares purchased prior to January 1,
1992 has been retained by the Fund, and the deferred sales charge attributable
to shares purchased after January 1, 1992, to the extent permitted by a rule
adopted by the National Association of Securities Dealers, Inc. ("NASD"), is
paid to KDI. For the year ended October 31, 1994, the Fund recovered deferred
sales charges amounting to $125,808.
The contingent deferred sales charge is a declining percentage of the
lesser of (1) the net asset value of the shares redeemed or (2) the total cost
of such shares. No deferred sales charge is imposed when the shareholder redeems
amounts derived from (1) increases in the value of his account above the total
cost of such shares due to increases in the net asset value per share of such
shares; (2) certain shares with respect to which the Fund did not pay a
commission on issuance, including shares acquired through reinvestment of
dividend income and capital gains distributions; or (3) shares held in all or
part of more than four consecutive calendar years.
Subject to the limitations stated above, the Fund imposes a deferred sales
charge according to the following schedule: 4% of
6
<PAGE>
amounts redeemed during the calendar year of purchase; 3% of amounts redeemed
during the calendar year after the year of purchase; 2% of amounts redeemed
during the second calendar year after the year of purchase; and 1% of amounts
redeemed during the third calendar year after the year of purchase. No deferred
sales charge is imposed on amounts redeemed thereafter.
The following example will illustrate the operation of the contingent
deferred sales charge. Assume that an investor makes a purchase payment of
$10,000 during the calendar year 1995 and on a given date in 1996, the value of
the investor's account has grown through investment performance and reinvestment
of distributions to $12,000. On such date in 1996, the investor could redeem up
to $2,000 ($12,000 minus $10,000) without incurring a deferred sales charge. If,
on such date, the investor should redeem $3,000, a deferred sales charge would
be imposed on $1,000 of the redemption (the amount by which the investor's
account was reduced by the redemption below the amount of the initial purchase
payment). The charge would be imposed at the rate of 3% because the redemption
is made during the calendar year after the calendar year of purchase and would
total $30.
In determining whether a deferred sales charge is payable and, if so, the
percentage charge applicable, it is assumed that shares held the longest are the
first to be redeemed. There is no contingent deferred sales charge on exchanges
of shares between Keystone funds that have adopted Distribution Plans pursuant
to Rule 12b-1 under the 1940 Act. Moreover, when shares of one such fund have
been exchanged for shares of another such fund, the calendar year of the
exchange, for purposes of any future contingent deferred sales charge, is
assumed to be the year shares tendered for exchange were originally purchased.
Shares also may be sold, to the extent permitted by applicable law,
regulations, interpretations or exemptions, at net asset value without the
imposition of a deferred sales charge upon redemption of shares by (1) officers,
Directors, Trustees, full-time employees and sales representatives of Keystone
Management, Keystone, Keystone Group, Inc. ("Keystone Group"), Harbor Capital
Management Company, Inc., their subsidiaries and KDI who have been such for not
less than ninety days; and (2) the pension and profit sharing plans established
by said companies, their subsidiaries and affiliates, for the benefit of their
officers, Directors, Trustees full-time employees and sales representatives,
provided all such sales are made upon the written assurance of the purchaser
that the purchase is made for investment purposes and that the securities will
not be resold except through redemption by the Fund.
In addition, no deferred sales charge is imposed on a redemption of shares
of the Fund purchased by a bank or trust company in a single account in the name
of such bank or trust company as trustee if the initial investment in shares of
the Fund or any
7
<PAGE>
other Keystone Custodian Fund, (as hereinafter defined) Keystone Precious Metals
Holdings, Inc., Keystone International Fund Inc., Keystone Tax Exempt Trust,
Keystone Tax Free Fund, Keystone Liquid Trust and/or any Keystone America Fund
(as hereinafter defined) is at least $500,000 and any commission paid by the
Fund and such other funds at the time of such purchase is not more than 1% of
the amount invested.
- --------------------------------------------------------------------------------
DISTRIBUTION PLAN
- --------------------------------------------------------------------------------
Rule 12b-1 under the 1940 Act permits investment companies such as the
Fund, to use their assets to bear expenses of distributing their shares if they
comply with various conditions, including adoption of a distribution plan
containing certain provisions set forth in Rule 12b-1.
The Fund's Distribution Plan provides that the Fund may expend up to
0.3125% quarterly (approximately 1.25% annually) of average daily net asset
value of its shares to pay distribution costs for sales of its shares and to pay
shareholder service fees. A rule adopted by the NASD limits such annual
expenditures to 1%, of which 0.75% may be used to pay such distribution costs
and 0.25% may be used to pay shareholder service fees. The aggregate amount that
the Fund may pay for such distribution costs is limited to 6.25% of gross share
sales since the inception of the Fund's Distribution Plan plus interest at the
prime rate plus 1% on unpaid amounts thereof (less any contingent deferred sales
charge paid by shareholders to KDI).
Payments under the Distribution Plan are currently made to KDI (which may
reallow all or part to others, such as dealers) (1) as commissions for Fund
shares sold; and (2) as shareholder service fees in respect of shares maintained
by the recipients outstanding on the Fund's books for specific periods. Amounts
paid or accrued to KDI under (1) and (2) in the aggregate may not exceed the
annual limitation referred to above. KDI generally reallows to brokers or others
a commission equal to 4% of the price paid for each Fund share sold as well as a
shareholder service fee at a rate of 0.25% per annum of the net asset value of
shares maintained by such recipients outstanding on the books of the Fund for
specified periods.
If the Fund is unable to pay KDI a commission on a new sale because the
annual maximum (0.75% of average daily net assets) has been reached, KDI
intends, but is not obligated, to continue to accept new orders for the purchase
of Fund shares and to pay commissions and service fees to dealers in excess of
the amount it currently receives from the Fund. While the Fund is under no
contractual obligation to reimburse KDI for advances made by KDI in
8
<PAGE>
excess of the Distribution Plan limitation, KDI intends to seek full payment of
such charges from the Fund (together with interest rate of prime 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. KDI currently intends to seek
payment of interest only on such charges paid or accrued by KDI subsequent to
January 1, 1992. If the Fund's Independent Trustees ("Independent Trustees")
authorize such payments, the effect will be to extend the period of time during
which the Fund incurs the maximum amount of costs allowed by the Distribution
Plan. If the Distribution Plan is terminated, KDI will ask the Independent
Trustees to take whatever action they deem appropriate under the circumstances
with respect to payment of such amounts.
The total amounts paid by the Fund under the foregoing arrangements may
not exceed the maximum Distribution Plan limit specified above, and the amounts
and purposes of expenditures under the Distribution Plan must be reported to the
Fund's Rule 12b-1 Trustees ("Rule 12b-1 Trustees") quarterly. The Fund's Rule
12b-1 Trustees may require or approve changes in the implementation or operation
of the Distribution Plan and may require that total expenditures by the Fund
under the Distribution Plan be kept within limits lower than the maximum amount
permitted by the Distribution Plan as stated above. If such costs are not
limited by the Independent Trustees, such costs could, for some period of time,
be higher than such costs permitted by most other plans presently adopted by
other investment companies.
The Distribution Plan may be terminated at any time by vote of the Rule
12b-1 Trustees, or by vote of a majority of the outstanding voting securities of
the Fund. Any change in the Distribution Plan that would materially increase the
distribution expenses of the Fund provided for in the Distribution Plan requires
shareholder approval. Otherwise, the Distribution Plan may be amended by the
Trustees, including the Fund's Rule 12b-1 Trustees.
While the Distribution Plan is in effect, the Fund is required to commit
the selection and nomination of candidates for Independent Trustees to the
discretion of the Independent Trustees.
During the fiscal year ended October 31, 1994, the Fund recovered $125,808
in deferred sales charges. During the year, the Fund paid KID $2,816,491 under
the Distribution Plan. The amount paid by the Fund under its Distribution Plan,
net of deferred sales charges, was $2,690,683 (0.69% of the Fund's average daily
net asset value on an annualized basis). During the year, KDI made payments of
commissions on new sales and service fees to dealers and others of $2,918,769.
During the year, KDI also received $104,751 in deferred sales charges.
Whether any expenditure under the Distribution Plan is subject to a state
expense limit will depend upon the nature of the
9
<PAGE>
expenditure and the terms of the state law, regulation or order imposing the
limit. A portion of the Fund's Distribution Plan expenses may be includable in
the Fund's total operating expenses for purposes of determining compliance with
state expense limits.
The Independent Trustees of the Fund have determined that the sales of the
Fund's shares resulting from payments under the Distribution Plan have benefited
the Fund.
- --------------------------------------------------------------------------------
REDEMPTIONS IN KIND
- --------------------------------------------------------------------------------
If conditions arise that would make it undesirable for the Fund to pay for
all redemptions in cash, the Board of Trustees may authorize payment to be made
in portfolio securities or other Fund property. The Fund has obligated itself,
however, under the 1940 Act to redeem for cash all shares presented for
redemption by any one shareholder in any 90-day period up to the lesser of
$250,000, or 1% of the Fund's net assets. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing the
net asset value per share. Shareholders receiving such securities would incur
brokerage costs when these securities are sold.
- --------------------------------------------------------------------------------
THE TRUST AGREEMENT
- --------------------------------------------------------------------------------
The Fund is a Pennsylvania common law trust established under a Trust
Agreement dated July 15, 1935, as amended and restated on December 19, 1989 (the
"Restatement of Trust"). The Restatement of Trust restructured the Fund so that
its operation would be substantially similar to that of most other mutual funds.
The Restatement of Trust provides for a Board of Trustees and enables the Fund
to enter into an agreement with an investment manager and/or adviser to provide
the Fund with investment advisory, management and administrative services. A
copy of the Restatement of Trust is filed as an exhibit to the Fund's
Registration Statement of which this statement of additional information is a
part. This summary is qualified in its entirety by reference to the Restatement
of Trust.
Description of Shares
The Restatement of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest and the creation of additional series and/or
classes of series of Fund shares. Each share represents an equal proportionate
interest in the Fund with each other share of that class. Upon liquidation,
shares are
10
<PAGE>
entitled to a pro rata share in the net assets of their class of Fund shares.
Shareholders shall have no preemptive or conversion rights. Shares are
transferable. The Fund currently intends to issue only one class of shares.
Shareholder Liability
Pursuant to court decisions or other theories of law, shareholders of a
Pennsylvania common law trust could possibly be held personally liable for the
obligations of the Fund. The possibility of Fund shareholders incurring
financial loss under such circumstances appears to be remote, however, because
the Restatement of Trust (1) contains an express disclaimer of shareholder
liability for obligations of the Fund; (2) requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Fund or the Trustees; and (3) provides for indemnification out
of Fund property for any shareholder held personally liable for the obligations
of the Fund.
Voting Rights
Under the terms of the Restatement of Trust, the Fund does not hold annual
meetings. At meetings called for the initial election of Trustees or to consider
other matters, shares are entitled to one vote per share. Shares generally vote
together as one class on all matters. No amendment may be made to the
Restatement of Trust that adversely affects any class of shares without the
approval of a majority of the shares of that class. There shall be no cumulative
voting in the election of Trustees.
After a meeting as described above, no further meetings of shareholders
for the purpose of electing Trustees will be held, unless required by law, or
until such time as less than a majority of the Trustees holding office have been
elected by shareholders, at which time the Trustees then in office will call a
shareholders' meeting for the election of Trustees.
Except as set forth above, the Trustees shall continue to hold office
indefinitely unless otherwise required by law and may appoint successor
Trustees. A Trustee may cease to hold office or may be removed from office (as
the case may be) (1) at any time by a two-thirds vote of the remaining Trustees;
(2) when such Trustee becomes mentally or physically incapacitated; or (3) at a
special meeting of shareholders by a two-thirds vote of the outstanding shares.
Any Trustee may voluntarily resign from office.
Limitation of Trustees' Liability
The Restatement of Trust provides that a Trustee shall be liable only for
his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees
11
<PAGE>
or investment advisers, shall not be liable for any neglect or wrongdoing of any
such person; provided, however, that nothing in the Restatement of Trust shall
protect a Trustee against any liability for his willful misfeasance, bad faith,
gross negligence or reckless disregard of his duties.
The Trustees have absolute and exclusive control over the management and
disposition of all assets of the Fund and may perform such acts as in their sole
judgment and discretion are necessary and proper for conducting the business and
affairs of the Fund or promoting the interests of the Fund and the shareholders.
- --------------------------------------------------------------------------------
INVESTMENT MANAGER
- --------------------------------------------------------------------------------
Subject to the general supervision of the Fund's Board of Trustees,
Keystone Management, located at 200 Berkeley Street, Boston, Massachusetts
02116-5034 serves as investment manager to the Fund and is responsible for the
overall management of the Fund's business and affairs. Keystone Management,
organized in 1989, is a wholly-owned subsidiary of Keystone and its directors
and principal executive officers have been affiliated with Keystone, a seasoned
investment adviser, for a number of years. Keystone Management also serves as
investment manager to each of the other Keystone Custodian Funds and to certain
other funds in the Keystone Group of Mutual Funds.
Except as otherwise noted below, pursuant to an Investment Management
Agreement with the Fund (the "Management Agreement") and subject to the
supervision of the Fund's Board of Trustees, Keystone Management manages and
administers the operation of the Fund and manages the investment and
reinvestment of the Fund's assets in conformity with the Fund's investment
objectives and restrictions. The Management Agreement stipulates that Keystone
Management shall provide office space, all necessary office facilities,
equipment and personnel in connection with its services under the Management
Agreement and shall pay or reimburse the Fund for the compensation of Fund
officers and trustees who are affiliated with the investment manager as well as
pay all expenses of Keystone Management incurred in connection with the
provision of its services. All charges and expenses other than those
specifically referred to as being borne by Keystone Management will be paid by
the Fund, including, but not limited to, custodian charges and expenses;
bookkeeping and auditors' charges and expenses; transfer agent charges and
expenses; fees of Independent Trustees; brokerage commissions, brokers' fees and
expenses; issue and transfer taxes; costs and expenses under the Distribution
Plan; taxes and trust fees payable to governmental agencies; the cost of share
certificates; fees and expenses of the registration and qualification of the
Fund and its shares with the Securities and
12
<PAGE>
Exchange Commission (sometimes referred to herein as the "SEC" or the
"Commission") or under state or other securities laws; expenses of preparing,
printing and mailing prospectuses, statements of additional information,
notices, reports and proxy materials to shareholders of the Fund; expenses of
shareholder's and Trustees' meetings; charges and expenses of legal counsel for
the Fund and for the Trustees of the Fund on matters relating to the Fund;
charges and expenses of filing annual and other reports with the SEC and other
authorities; and all extraordinary charges and expenses of the Fund.
The Management Agreement permits Keystone Management to enter into an
agreement with Keystone or another investment adviser under which Keystone or
such other investment adviser, as investment adviser, provides substantially all
the services to be provided by Keystone Management under the Management
Agreement. The Management Agreement also permits Keystone Management to delegate
to Keystone or another investment adviser substantially all of the investment
manager's rights, duties and obligations under the Management Agreement.
Services performed by Keystone Management include (1) performing research
and planning with respect to (a) the Fund's qualification as a regulated
investment company under Subchapter M of the Code, (b) tax treatment of the
Fund's portfolio investments, (c) tax treatment of special corporate actions
(such as reorganizations), (d) state tax matters affecting the Fund, and (e) the
Fund's distributions of income and capital gains; (2) preparing the Fund's
federal and state tax returns; (3) providing services to the Fund's shareholders
in connection with federal and state taxation and distributions of income and
capital gains; and (4) storing documents relating to the Fund's activities.
The Fund currently pays Keystone Management a fee for its services at the
annual rate set forth below:
Aggregate Net Asset
Management Value of the Shares
Fee of the Fund
- -------------------------------------------------------------------
0.70% of the first $ 100,000,000, plus
0.65% of the next $ 100,000,000, plus
0.60% of the next $ 100,000,000, plus
0.55% of the next $ 100,000,000, plus
0.50% of the next $ 100,000,000, plus
0.45% of the next $ 500,000,000, plus
0.40% of the next $ 500,000,000, plus
0.35% of amounts over $1,500,000,000.
computed as of the close of business each business day and paid daily.
13
<PAGE>
The Fund is subject to certain annual state expense limitations, the most
restrictive of which is as follows:
2.5% of the first $30 million of Fund average net assets; 2.0% of the next
$70 million of Fund average net assets; and 1.5% of Fund average net
assets over $100 million.
Capital charges and certain expenses, including a portion of the Fund's
Distribution Plan fees, are not included in the calculation of the state expense
limitation. This limitation may be modified or eliminated in the future.
As a continuing condition of registration of shares in a state, Keystone
Management has agreed to reimburse the Fund annually for certain operating
expenses incurred by the Fund in excess of certain percentages of the Fund's
average daily net assets. Keystone Management is not required, however, to make
such reimbursements to the extent such reimbursements would result in the Fund's
inability to qualify as a regulated investment company under provisions of the
Internal Revenue Code. This condition may be modified or eliminated in the
future.
The Management Agreement continues in effect only so long as such
continuance is approved at least annually by the Board of Trustees of the Fund
or by a vote of a majority of the outstanding shares, and such renewal has been
approved by the vote of a majority of the Independent Trustees cast in person at
a meeting called for the purpose of voting on such approval. The Management
Agreement may be terminated, without penalty, on 60 days' written notice by the
Fund's Board of Trustees or by a vote of a majority of outstanding shares. The
Management Agreement will terminate automatically upon its "assignment" as that
term is defined in the 1940 Act.
For additional discussion of fees paid to Keystone Management, see
"Investment Adviser" below.
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INVESTMENT ADVISER
- --------------------------------------------------------------------------------
Pursuant to the Management Agreement Keystone Management has delegated its
investment management functions, except for certain administrative and
management services to Keystone and has entered into an Investment Advisory
Agreement with Keystone (the "Advisory Agreement") under which Keystone provides
investment advisory and management services to the Fund.
Keystone, located at 200 Berkeley Street, Boston, Massachusetts
02116-5034, has provided investment advisory and management services to
investment companies and private accounts since it was
14
<PAGE>
organized in 1932. Keystone is a wholly-owned subsidiary of Keystone Group,
located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.
Keystone Group is a corporation privately owned by current and former
members of Keystone's management and its affiliates. The shares of Keystone
Group common stock beneficially owned by management are held in a number of
voting trusts, the trustees of which are George S. Bissell, Albert H. Elfner,
III, Roger T. Wickers, Edward F. Godfrey and Ralph J. Spuehler, Jr. Keystone
Group provides accounting, bookkeeping, legal, personnel and general corporate
services to Keystone Management, Keystone, their affiliates and the Keystone
Group of Mutual Funds.
Pursuant to the Advisory Agreement, Keystone receives for its services an
annual fee representing 85% of the management fee received by Keystone
Management under the Management Agreement.
Pursuant to the Advisory Agreement and subject to the supervision of the
Fund's Board of Trustees, Keystone manages and administers the Fund's operation
and manages the investment and reinvestment of the Fund's assets in conformity
with the Fund's investment objectives and restrictions. The Advisory Agreement
stipulates that Keystone shall provide office space, all necessary office
facilities, equipment and personnel in connection with its services under the
Advisory Agreement and shall pay or reimburse the Fund for the compensation of
Fund officers and trustees who are affiliated with the investment adviser as
well as pay all expenses of Keystone incurred in connection with the provision
of its services. All charges and expenses other than those specifically referred
to as being borne by Keystone will be paid by the Fund, including, but not
limited to, custodian charges and expenses; bookkeeping and auditors' charges
and expenses; transfer agent charges and expenses; fees of Independent Trustees;
brokerage commissions, brokers' fees and expenses; issue and transfer taxes;
costs and expenses under the Distribution Plan; taxes and trust fees payable to
governmental agencies; the cost of share certifi- cates; fees and expenses of
the registration and qualification of the Fund and its shares with the SEC or
under state or other securities laws; expenses of preparing, printing and
mailing prospectuses, statements of additional information, notices, reports and
proxy materials to shareholders of the Fund; expenses of shareholder's and
Trustees' meetings; charges and expenses of legal counsel for the Fund and for
the Trustees of the Fund on matters relating to the Fund; charges and expenses
of filing annual and other reports with the SEC and other authorities; and all
extraordinary charges and expenses of the Fund.
During the year ended October 31, 1992, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$2,129,526, which represented 0.63% of the
15
<PAGE>
Fund's then average net assets. Of such amounts paid to KMI, $1,810,097 was paid
to Keystone for its services to the Fund.
During the year ended October 31, 1993, the Fund paid or accrued to
Keystone Management investment and administrative services fees of $2,312,269,
which represented 0.63% of the Fund's then average net assets. Of such amount
paid to KMI, $1,965,429 was paid to Keystone for its services to the Fund.
During the year ended October 31, 1994, the Fund paid or accrued to
Keystone Management investment management and administrative fees of $2,440,144
which represents 0.62% of the Fund's then average net assets. Of such amount
paid to Keystone Management, $2,074,122 was paid to Keystone for its services to
the Fund.
- --------------------------------------------------------------------------------
TRUSTEES AND OFFICERS
- --------------------------------------------------------------------------------
Trustees and Officers of the Fund, their principal occupations and some of
their affiliations over the last five years are as follows:
*ALBERT H. ELFNER, III: President, Trustee and Chief Executive Officer of the
Fund; Chairman of the Board, President, Director and Chief Executive
Officer of Keystone Group, Inc. ("Keystone Group"), President and Trustee
or Director of Keystone America Capital Preservation and Income Fund,
Keystone America Intermediate Term Bond Fund, Keystone America Strategic
Income Fund, Keystone America World Bond Fund, Keystone Tax Free Income
Fund, Keystone America State Tax Free Fund, Keystone America State Tax
Free Fund - Series II, Keystone America Fund for Total Return, Keystone
America Global Opportunities Fund, Keystone America Hartwell Emerging
Growth Fund, Inc., Keystone America Hartwell Growth Fund, Inc., Keystone
America Omega Fund, Inc., Keystone Fund of the Americas-Luxembourg and
Keystone Fund of the Americas - U.S., Keystone Strategic Development Fund
(collectively, "Keystone America Funds"); Keystone Custodian Funds, Series
B-1, B-2, B- 4, K-1, K-2, S-1, S-3, and S-4; Keystone International Fund,
Keystone Precious Metals Holdings, Inc., Keystone Tax Free Fund, Keystone
Tax Exempt Trust, Keystone Liquid Trust (collectively, "Keystone Custodian
Funds"); Keystone Institutional Adjustable Rate Fund and Master Reserves
Trust (all such funds, collectively, "Keystone Group Funds"); Director and
Chairman of the Board, Chief Executive Officer and Vice Chairman of
Keystone Custodian Funds, Inc. ("Keystone"); Chairman of the Board and
Director of Keystone Investment Management Corporation ("KIMCO") and
Keystone Fixed Income Advisors ("KFIA"); Director, Chairman of the Board,
Chief
16
<PAGE>
Executive Officer and President of Keystone Management, Inc. ("Keystone
Management"), Keystone Software Inc. ("Keystone Software"); Director and
President of Hartwell Keystone Advisers, Inc. ("Hartwell Keystone"),
Keystone Asset Corporation, Keystone Capital Corporation, and Keystone
Trust Company; Director of Keystone Distributors, Inc. ("KDI"), Keystone
Investor Resource Center, Inc. ("KIRC"), and Fiduciary Investment Company,
Inc. ("FICO"); Director and Vice President of Robert Van Partners, Inc.;
Director of Boston Children's Services Association; Trustee of Anatolia
College, Middlesex School, and Middlebury College; Member, Board of
Governors, New England Medical Center and former Trustee of Neworld Bank.
FREDERICK AMLING: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Professor, Finance Department, George Washington University;
President, Amling & Company (investment advice); Member, Board of
Advisers, Credito Emilano (banking); and former Economics and Financial
Consultant, Riggs National Bank.
CHARLES A. AUSTIN III: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Investment Counselor to Appleton Partners, Inc.;
former Managing Director, Seaward Management Corporation (investment
advice) and former Director, Executive Vice President and Treasurer, State
Street Research & Management Company (investment advice).
*GEORGE S. BISSELL: Chairman of the Board and Trustee of the Fund; Director of
Keystone Group; Chairman of the Board and Trustee or Director of all other
Keystone Group Funds,; Director and Chairman of the Board of Hartwell
Keystone; Chairman of the Board and Trustee of Anatolia College; Trustee
of University Hospital (and Chairman of its Investment Committee); former
Chairman of the Board and Chief Executive Officer of Keystone Group; and
former Chief Executive Officer of the Fund.
EDWIN D. CAMPBELL: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Executive Director, Coalition of Essential Schools,
Brown University; Director and former Executive Vice President, National
Alliance of Business; former Vice President, Educational Testing Services;
and former Dean, School of Business, Adelphi University.
CHARLES F. CHAPIN: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; former Group Vice President, Textron Corp.; and
former Director, Peoples Bank (Charlotte, N.C).
LEROY KEITH, JR.: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Director of Phoenix Total Return
17
<PAGE>
Fund and Equifax, Inc.; Trustee of Phoenix Series Fund, Phoenix
Multi-Portfolio Fund and The Phoenix Big Edge Series Fund; and former
President, Morehouse College.
K. DUN GIFFORD: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Chairman of the Board, Director and Executive Vice President,
The London Harness Company; Managing Partner, Roscommon Capital Corp.;
Trustee, Cambridge College; Chairman Emeritus and Director, American
Institute of Food and Wine; Chief Executive Officer, Gifford Gifts of Fine
Foods; Chairman, Gifford, Drescher & Associates (environmental
consulting); President, Oldways Preservation and Exchange Trust
(education); and former Director, Keystone Group and Keystone.
F. RAY KEYSER, JR.: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Of Counsel, Keyser, Crowley & Meub, P.C.; Member,
Governor's (VT) Council of Economic Advisers; Chairman of the Board and
Director, Central Vermont Public Service Corporation and Hitchcock Clinic;
Director, Vermont Yankee Nuclear Power Corporation, Vermont Electric Power
Company, Inc., Grand Trunk Corporation, Central Vermont Railway, Inc.,
S.K.I. Ltd., Sherburne Corporation, Union Mutual Fire Insurance Company,
New England Guaranty Insurance Company, Inc. and the Investment Company
Institute; former Governor of Vermont; former Director and President,
Associated Industries of Vermont; former Chairman and President, Vermont
Marble Company; former Director of Keystone; and former Director and
Chairman of the Board, Green Mountain Bank.
DAVID M.RICHARDSON: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Executive Vice President, DHR International, Inc.
(executive recruitment); former Senior Vice President, Boyden
International Inc. (executive recruit- ment); and Director, Commerce and
Industry Association of New Jersey, 411 International, Inc. and J & M
Cumming Paper Co.
RICHARD J. SHIMA: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Chairman, Environmental Warranty, Inc., and Consultant, Drake
Beam Morin, Inc. (executive outplacement); Director of Connecticut Natural
Gas Corporation, Trust Company of Connecticut, Hartford Hospital, Old
State House Association and Enhanced Financial Services, Inc.; Member,
Georgetown College Board of Advisors; Chairman, Board of Trustees,
Hartford Graduate Center; Trustee, Kingswood-Oxford School and Greater
Hartford YMCA; former Director, Executive Vice President and Vice Chairman
of The Travelers Corporation; and former Managing Director of Russell
Miller, Inc.
ANDREW J. SIMONS: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Partner, Farrell, Fritz,
18
<PAGE>
Caemmerer, Cleary, Barnosky & Armentano, P.C.; President, Nassau County
Bar Association; former Associate Dean and Professor of Law, St. John's
University School of Law.
EDWARD F. GODFREY: Senior Vice President of the Fund; Senior Vice President of
all other Keystone Group Funds; Director, Senior Vice President, Chief
Financial Officer and Treasurer of Keystone Group, KDI, Keystone Asset
Corporation, Keystone Capital Corporation, Keystone Trust Company;
Treasurer of KIMCO, Robert Van Partners, Inc., and FICO; Treasurer and
Director of Keystone Management, Keystone Software, Inc., and Hartwell
Keystone; Vice President and Treasurer of KFIA; and Director of KIRC.
JAMES R. McCALL: Senior Vice President of the Fund; Senior Vice President of all
other Keystone Group Funds; and President of Keystone.
KEVIN J. MORRISSEY: Treasurer of the Fund; Treasurer of all other Keystone Group
Funds; Vice President of Keystone Group; Assistant Treasurer of FICO and
Keystone; and former Vice President and Treasurer of KIRC.
ROSEMARY D. VAN ANTWERP: Senior Vice President and Secretary of the Fund; Senior
Vice President and Secretary of all other Keystone Group Funds; Senior
Vice President, General Counsel and Secretary of Keystone; Senior Vice
President, General Counsel, Secretary and Director of KDI, Keystone
Management and Keystone Software, Senior Vice President and General
Counsel of KIMCO; Senior Vice President, General Counsel and Director of
FICO and KIRC; Senior Vice President and Secretary of Hartwell Keystone
and Robert Van Partners, Inc.; Vice President and Secretary of KFIA;
Senior Vice President, General Counsel and Secretary of Keystone Group,
Keystone Asset Corporation, Keystone Capital Corporation and Keystone
Trust Company.
* This Trustee may be considered an "interested person" within the meaning of
the 1940 Act.
Mr. Elfner and Mr. Bissell are "interested persons" by virtue of their
positions as officers and/or Directors of Keystone Group and several of its
affiliates including Keystone, KDI and KIRC. Mr. Elfner and Mr. Bissell own
shares of Keystone Group. Mr. Elfner is Chairman of the Board, Chief Executive
Officer and Director of Keystone Group. Mr. Bissell is a Director of Keystone
Group.
During the fiscal year ended October 31, 1994, none of the Directors and
officers of Keystone received any direct remuneration from the Fund. During the
same period, the nonaffiliated Trustees received $433,177 in retainers and fees.
On January 31, 1995, the
19
<PAGE>
Directors, officers and members of the Advisory Board beneficially owned less
than 1% of the Fund's then outstanding shares.
The address of all the Fund's Trustees, officers and Advisory Board
members is 200 Berkeley Street, Boston, Massachusetts 02116-5034.
- --------------------------------------------------------------------------------
PRINCIPAL UNDERWRITER
- --------------------------------------------------------------------------------
Pursuant to a Principal Underwriting Agreement with the Fund (the
"Underwriting Agreement"), KDI acts as the Fund's Principal Underwriter. KDI,
located at 200 Berkeley Street, Boston, Massachusetts 02116-5034, is a Delaware
corporation wholly-owned by Keystone. KDI, as agent has agreed to use its best
efforts to find purchasers for the shares. KDI may retain and employ
representatives to promote distribution of the shares and may obtain orders from
brokers, dealers and others, acting as principals, for sales of shares to them.
The Underwriting Agreement provides that KDI will bear the expense of preparing,
printing and distributing advertising and sales literature and prospectuses used
by it. In its capacity as Principal Underwriter, KDI may receive payments from
the Fund pursuant to the Fund's Distribution Plan.
The Underwriting Agreement provides that it will remain in effect as long
as its terms and continuance are approved by a majority of the Fund's
Independent Trustees at least annually at a meeting called for that purpose, and
if its continuance is approved annually by vote of a majority of Trustees, or by
vote of a majority of the outstanding shares.
The Underwriting Agreement may be terminated, without penalty, on 60 days'
written notice by the Board of Trustees or by a vote of a majority of
outstanding shares. The Underwriting Agreement will terminate automatically upon
its "assignment" as that term is defined in the 1940 Act.
From time to time, if in KDI's judgment it could benefit the sales of Fund
shares, KDI may use its discretion in providing to selected dealers promotional
materials and selling aids, including, but not limited to, personal computers,
related software and Fund data files.
For the fiscal years ended October 31, 1992, 1993 and 1994, KDI earned
commissions of $338,966, $945,478 and $1,070,098, respectively, after allowing
commissions and service fees of $1,815,285, $2,160,697 and $2,918,769,
respectively, to retail dealers under the Distribution Plan.
20
<PAGE>
- --------------------------------------------------------------------------------
BROKERAGE
- --------------------------------------------------------------------------------
It is the policy of the Fund, in effecting transactions in portfolio
securities, to seek best execution of orders at the most favorable prices. The
determination of what may constitute best execution and price in the execution
of a securities transaction by a broker involves a number of considerations
including, without limitation, the overall direct net economic result to the
Fund, involving both price paid or received and any commissions and other costs
paid, the efficiency with which the transaction is effected, the ability to
effect the transaction at all where a large block is involved, the availability
of the broker to stand ready to execute potentially difficult transactions in
the future and the financial strength and stability of the broker. Such
considerations are judgmental and are weighed by management in determining the
overall reasonableness of brokerage commissions paid.
Subject to the foregoing, a factor in the selection of brokers is the
receipt of research services, such as analyses and reports concerning issuers,
industries, securities, economic factors and trends and other statistical and
factual information. Any such research and other statistical and factual
information provided by brokers to the Fund, Keystone Management or Keystone is
considered to be in addition to and not in lieu of services required to be
performed by Keystone Management under the Management Agreement or Keystone
under the Advisory Agreement. The cost, value and specific application of such
information are indeterminable and cannot be practically allocated among the
Fund and other clients of Keystone Management or Keystone who may indirectly
benefit from the availability of such information. Similarly, the Fund may
indirectly benefit from information made available as a result of transactions
effected for such other clients. Under the Management Agreement and Advisory
Agreement, Keystone Management and Keystone are permitted to pay higher
brokerage commissions for brokerage and research services in accordance with
Section 28(e) of the Securities Exchange Act of 1934. In the event Keystone
Management and Keystone do follow such a practice, they will do so on a basis
that is fair and equitable to the Fund.
The Fund expects that purchases and sales of securities usually will be
effected through brokerage transactions for which commissions are payable.
Purchases from underwriters will include the underwriting commission or
concession, and purchases from dealers serving as market makers will include a
dealer's mark up or reflect a dealer's mark down. Where transactions are made in
the over-the-counter market, the Fund will deal with primary market makers
unless more favorable prices are otherwise obtainable.
21
<PAGE>
The Fund may participate, if and when practicable, in group bidding for
the purchase directly from an issuer of certain securities for the Fund's
portfolio in order to take advantage of the lower purchase price available to
members of such a group.
Neither Keystone Management, Keystone nor the Fund intend to place
securities transactions with any particular broker-dealer or group thereof. The
Fund's Board of Trustees, however, has determined that the Fund may follow a
policy of considering sales of shares as a factor in the selection of
broker-dealers to execute portfolio transactions, subject to the requirements of
best execution, including best price, described above.
The policy of the Fund with respect to brokerage is and will be reviewed
by the Fund's Board of Trustees from time to time. Because of the possibility of
further regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.
Investment decisions for the Fund are made independently by Keystone
Management or Keystone from those of the other funds and investment accounts
managed by Keystone Management or Keystone. It may frequently develop that the
same investment decision is made for more than one fund. Simultaneous
transactions are inevitable when the same security is suitable for the
investment objective of more than one account. When two or more funds or
accounts are engaged in the purchase or sale of the same security, the
transactions are allocated as to amount in accordance with a formula which is
equitable to each fund or account. It is recognized that in some cases this
system could have a detrimental effect on the price or volume of the security as
far as the Fund is concerned. In other cases, however, it is believed that the
ability of the Fund to participate in volume transactions will produce better
executions for the Fund.
During the fiscal years ended October 31, 1992, 1993 and 1994, the Fund
paid $190,120, $619,768 and $404,419, respectively, in brokerage commissions.
In no instance will portfolio securities be purchased from or sold to
Keystone Management, Keystone, KDI or any of their affiliated persons, as
defined in the 1940 Act and rules and regulations issued thereunder.
The Fund does not intend to engage in short-term trading, but reserves the
right to do so if circumstances warrant. Securities will be disposed of without
regard to the length of time held in situations where the Fund believes that
such securities are no longer appropriate investments. Since the Fund may in
some instances sell securities without regard to the length of time they may be
held, the Fund may have substantial portfolio turnover.
22
<PAGE>
- --------------------------------------------------------------------------------
STANDARDIZED TOTAL RETURN AND YIELD QUOTATIONS
- --------------------------------------------------------------------------------
Total return quotations for the Fund as they may appear from time to time
in advertisements are calculated by finding the average annual compounded rates
of return over the one, five and ten year periods on a hypothetical $1,000
investment that would equate the initial amount invested to the ending
redeemable value. To the initial investment all dividends and distributions are
added and all recurring fees charged to all shareholder accounts are deducted.
The ending redeemable value assumes a complete redemption at the end of the one,
five or ten year periods.
The cumulative total return of the Fund for the one, five and ten year
periods ending October 31, 1994 was 1.04% (including applicable sales charge),
71,85% and 254.48%, respectively. The compounded average annual rate of return
for the five and ten year periods ended October 31, 1994 were 11.44% and 13.49%,
respectively.
Current yield quotations as they may appear from time to time in
advertisements will consist of a quotation based on a 30-day period ended on the
date of the most recent balance sheet of the Fund, computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the base period. The Fund does not presently
intend to advertise current yield.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is custodian of all securities and cash of the Fund (the
"Custodian"). The Custodian may hold securities of some foreign issuers outside
the United States. The Custodian performs no investment management functions for
the Fund, but, in addition to its custodial services is responsible for
accounting and related recordkeeping on behalf of the Fund.
KPMG Peat Marwick LLP, One Boston Place, Boston, Massachusetts 02108,
Certified Public Accountants, are the independent auditors for the Fund.
KIRC, 101 Main Street, Cambridge, Massachusetts 02142-1519, a wholly-owned
subsidiary of Keystone, acts as transfer agent and dividend disbursing Agent for
the Fund.
23
<PAGE>
To the best of the Fund's knowledge, no shareholders of record owned 5% or
more of the Fund's outstanding shares on January 31, 1995.
Except as otherwise stated in its prospectus or required by law, the Fund
reserves the right to change the terms of the offer stated in its prospectus
without shareholder approval, including the right to impose or change fees for
services provided.
No dealer, salesman or other person is authorized to give any information
or to make any representation not contained in the Fund's prospectus, this
statement of additional information or in supplemental sales literature issued
by the Fund or the Principal Underwriter, and no person is entitled to rely on
any information or representation not contained therein.
The Fund's prospectus and this statement of additional information omit
certain information contained in the registration statement filed with the
Securities and Exchange Commission, which may be obtained from the Securities
and Exchange Commission's principal office in Washington, D.C. upon payment of
the fee prescribed by the rules and regulations promulgated by the Securities
and Exchange Commission.
24
<PAGE>
A-1
- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------
COMMON AND PREFERRED STOCK RATINGS
S&P's Earnings and Dividend Rankings for Common Stocks
Because the investment process involves assessment of various factors,
such as product and industry position, corporate resources and financial policy,
with results that make some common stocks more highly esteemed than others,
Standard & Poors' Corporation ("S&P") believes that earnings and dividend
performance is the end result of the interplay of these factors and that, over
the long run, the record of this performance has a considerable bearing on
relative quality. S&P rankings, however, do not reflect all of the factors,
tangible or intangible, that bear on stock quality.
Growth and stability of earnings and dividends are deemed key elements in
establishing S&P earnings and dividend rankings for common stocks, which
capsulize the nature of this record in a single symbol.
S&P has established a computerized scoring system based on per share
earnings and dividend records of the most recent ten years, a period deemed long
enough to measure a company's performance under varying economic conditions.
S&P measures growth, stability within the trend line and cyclicity The ranking
system also makes allowances for company size, since large companies have
certain inherent advantages over small ones. From these scores for earnings and
dividends are determined.
The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample which
is reviewed and sometimes modified with the following ladder of rankings:
A+ Highest B+ Average C Lowest
A High B Below Average D In Reorganization
A- Above Average B- Lower
S&P believes its rankings are not a forecast of future market price
performance but are basically an appraisal of past performance of earnings and
dividends and relative current standing.
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Moody's Common Stock Rankings
Moody's presents a concise statement of the important characteristics of a
company and an evaluation of the grade (quality) of its common stock. Data
presented includes: (a) capsule stock information which reveals short and
long-term growth and yield afforded by the indicated dividend, based on a recent
price; (b) a long-term price chart which shows patterns of monthly stock price
movements and monthly trading volumes; (c) a breakdown of a company's capital
account which aids in determining the degree of conservatism or financial
leverage in a company's balance sheet; (d) interim earnings for the current year
to date, plus three previous years; (e) dividend informa- tion; (f) company
background; (g) recent corporate developments; (h) prospects for a company in
the immediate future and the next few years; and (i) a ten year comparative
statistical analysis.
This information provides investors with information on what a company
does, how it has performed in the past, how it is performing currently and what
its future performance prospects appear to be.
These characteristics are then evaluated and result in a grading, or
indication of quality. The grade is based on an analysis of each company's
financial strength, stability of earnings and record of dividend payments.
Other considerations include conservativeness of capitalization, depth and
caliber of management, accounting practices, technological capabilities and
industry position. Evaluation is represented by the following grades:
(1) High Grade
(2) Investment Grade
(3) Medium Grade
(4) Speculative Grade
Moody's Preferred Stock Ratings
Preferred stock ratings and their definitions are as follows:
1. aaa: An issue which is rated aaa is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.
2. aa: An issue which is rated aa is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance that earnings
and asset protection will remain relatively well maintained in the foreseeable
future.
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3. a: An issue which is rated a is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater then in the aaa
and aa classification, earnings and asset protection are, nevertheless, expected
to be maintained at adequate levels.
4. baa: An issue which is rated baa is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.
5. ba: An issue which is rated ba is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well-safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.
6. b: An issue which is rated b generally lacks the characteristics of a
desirable investment. Assurance of dividend payments and maintenance of other
terms of the issue over any long period of time may be small.
7. caa: An issue which is rated caa is likely to be in arrears on dividend
payments. This rating designation does not purport to indicate the future status
of payments.
8. ca: An issue which is rated ca is speculative in a high degree and is
likely to be in arrears on dividends with little likelihood of eventual
payments.
9. c: This is the lowest rated class of preferred or preference stock.
Issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification: the modifier 1 indicates that the security ranks in the higher
end of its generic rating category, the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
LIMITED PARTNERSHIPS
The Fund may invest in limited and master limited partnerships. A limited
partnership is a partnership consisting of one or more general partners, jointly
and severally responsible as ordinary partners, and by whom the business is
conducted, and one or more limited partners who contribute cash as capital to
the partnership and who generally are not liable for the debts of the
partnership beyond the amounts contributed. Limited partners are not involved in
the day-to-day management of the partnership.
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They receive income, capital gains and other tax benefits associated with the
partnership project in accordance with terms established in the partnership
agreement. Typical limited partnerships are in real estate, oil and gas and
equipment leasing, but they also finance movies, research and development and
other projects.
For an organization classified as a partnership under the Internal Revenue
Code, each item of income, gain, loss, deduction and credit is not taxed at the
partnership level but flows through to the holder of the partnership unit. This
allows the partnership to avoid taxation and to pass through income to the
holder of the partnership unit at lower individual rates.
A master limited partnership is a publicly traded limited partnership. The
partnership units are registered with the Securities and Exchange Commission and
are freely exchanged on a securities exchange or in the over-the-counter market.
CORPORATE BOND RATINGS
S&P Corporate Bond Ratings
An S&P corporate bond rating is a current assessment of the
creditworthiness of an obligor, including obligors outside the United States,
with respect to a specific obligation. This assessment may take into
consideration obligors such as guarantors, insurers, or lessees. Ratings of
foreign obligors do not take into account currency exchange and related
uncertainties. The ratings are based on current information furnished by the
issuer or obtained by S&P from other sources it considers reliable.
The ratings are based, in varying degrees, on the following
considerations:
a. Likelihood of default - capacity and willingness of the obligor as to
the timely payment of interest and repayment of principal in accordance with the
terms of the obligation;
b. Nature of and provisions of the obligation; and
c. Protection afforded by and relative position of the obligation in the
event of bankruptcy, reorganization or other arrangement under the laws of
bankruptcy and other laws affecting creditors' rights.
PLUS (+) OR MINUS (-): To provide more detailed indications of credit
quality, ratings from AA to A may be modified by the addition of a plus or minus
sign to show relative standing within the major rating categories.
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Bond ratings are as follows:
1. AAA - Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
2. AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
3. A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
4. BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
5. BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
Moody's Corporate Bond Ratings
Moody's ratings are as follows:
1. Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
2. Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other
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A-6
elements present which make the long term risks appear somewhat larger than in
Aaa securities.
3. A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.
4. Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
5. Ba - Bonds which are rated Ba are judged to have speculative elements.
Their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
6. B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.
MONEY MARKET INSTRUMENTS
The Fund's investments in commercial paper are limited to those rated A-1
by Standard & Poor's Corporation, Prime-1 by Moody's Investors Service, Inc. or
F-1 by Fitch Investors Service, Inc. These ratings and other money market
instruments are described as follows:
Commercial Paper Ratings
Commercial paper rated A-1 by Standard & Poor's has the following
characteristics: Liquidity ratios are adequate to meet cash requirements. The
issuer's long-term senior debt is rated A or better, although in some cases BBB
credits may be
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A-7
allowed. The issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances. Typically, the issuer's industry is well
established and the issuer has a strong position within the industry.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by the management
of obligations which may be present or may arise as a result of public
preparations to meet such obligations. Relative strength or weakness of the
above factors determines how the issuer's commercial paper is rated within
various categories.
The rating F-1 is the highest rating assigned by Fitch.
Among the factors considered by Fitch in assigning this rating are: (1)
the issuer's liquidity; (2) its standing in the industry; (3) the size of its
debt; (4) its ability to service its debt; (5) its profitability; (6) its return
on equity; (7) its alternative sources of financing; and (8) its ability to
access the capital markets. Analysis of the relative strength or weakness of
these factors and others determines whether an issuer's commercial paper is
rated F-1.
United States Government Securities
Securities issued or guaranteed by the United States Government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance. Treasury bills have maturities of one year or
less. Treasury notes have maturities of one to ten years and Treasury bonds
generally have maturities of greater than ten years at the date of issuance.
Securities issued or guaranteed by the United States Government or its
agencies or instrumentalities include direct obligations of the United States
Treasury and securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage Association,
General Services Administration, Central Bank for Cooperatives, Federal Home
Loan Banks, Federal Loan Mortgage Corporation, Federal Intermediate Credit
Banks, Federal Land Banks,
<PAGE>
A-8
Maritime Administration, The Tennessee Valley Authority, District of Columbia
Armory Board and Federal National Mortgage Association.
Some obligations of United States Government agencies and
instrumentalities, such as Treasury bills and Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the United States; others, such as securities of Federal Home Loan
Banks, by the right of the issuer to borrow from the Treasury; still others,
such as bonds issued by the Federal National Mortgage Association, a private
corporation, are supported only by the credit of the instrumentality. Because
the United States Government is not obligated by law to provide support to an
instrumentality it sponsors, the Fund will invest in the securities issued by
such an instrumentality only when Keystone determines that the credit risk with
respect to the instrumentality does not make its securities unsuitable
investments. United States Government securities will not include
international agencies or instrumentalities in which the United States
Government, its agencies or instrumentalities participate, such as the World
Bank, the Asian Development Bank or the InterAmerican Development Bank, or
issues insured by the Federal Deposit Insurance Corporation.
Certificates of Deposit
Certificates of deposit are receipts issued by a bank in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the bearer of the receipt on the date specified on the certificate. The
certificate usually can be traded in the secondary market prior to maturity.
Certificates of deposit will be limited to U.S. dollar-denominated
certificates of United States banks, including their branches abroad, and of
U.S. branches of foreign banks which are members of the Federal Reserve System
or the Federal Deposit Insurance Corporation and have at least $1 billion in
deposits as of the date of their most recently published financial statements.
The Fund will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Fund does not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by foreign banks.
Bankers' Acceptances
Bankers' acceptances typically arise from short-term credit arrangements
designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a
<PAGE>
A-9
time draft drawn on a bank by an exporter or an importer to obtain a stated
amount of funds to pay for specific merchandise. The draft is then "accepted" by
the bank that, in effect, unconditionally guarantees to pay the face value of
the instrument on its maturity date. The acceptance may then be held by the
accepting bank as an earning asset or it may be sold in the secondary market at
the going rate of discount for a specific maturity. Although maturities for
acceptances can be as long as 270 days, most acceptances have maturities of six
months or less. Bankers' acceptances acquired by the Fund must have been
accepted by U.S. commercial banks, including foreign branches of U.S. commercial
banks, having total deposits at the time of purchase in excess of $1 billion and
must be payable in U.S. dollars.
OPTIONS TRANSACTIONS
Writing Covered Options
The Fund writes only covered options. Options written by the Fund will
normally have expiration dates of not more than nine months from the date
written. The exercise price of the options may be below, equal to, or above the
current market values of the underlying securities at the times the options are
written.
Unless the option has been exercised, the Fund may close out an option it
has written by effecting a closing purchase transaction, whereby it purchases an
option covering the same underlying security and having the same exercise price
and expiration date ("of the same series") as the one it has written. If the
Fund desires to sell a particular security on which it has written a call
option, it will effect a closing purchase transaction prior to or concurrently
with the sale of the security. If the Fund is able to enter into a closing
purchase transaction, the Fund will realize a profit (or loss) from such
transaction if the cost of such transaction is less (or more) than the premium
received from the writing of the option.
An option position may be closed out only in a secondary market for an
option of the same series. Although the Fund will generally write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option at
any particular time, and for some options no secondary market may exist. In
such event it might not be possible to effect a closing transaction in a
particular option. If the Fund as a covered call option writer is unable to
effect a closing purchase transaction, it will not be able to sell the
underlying securities until the option expires or it delivers the underlying
securities upon exercise.
Because the Fund intends to qualify as a regulated investment company
under the Internal Revenue Code, the extent to which the Fund may write covered
call options and enter into so-called
<PAGE>
A-10
"straddle" transactions involving put and call options may be limited.
Many options are traded on registered securities exchanges. Options traded
on such exchanges are issued by the Options Clearing Corporation (OCC), a
clearing corporation which assumes responsibility for the completion of options
transactions.
Purchasing Put and Call Options
The Fund can close out a put or call option it has written by entering
into a closing purchase transaction; for example, the Fund may close out a put
or call option it has written by buying an option identical to the one it has
written. If, however, a secondary market does not exist at a time the Fund
wishes to effect a closing sale transaction, the Fund will have to exercise the
option to realize any profit. If a covered call option writer cannot effect a
closing transaction, it cannot sell the underlying security until the option
expires or is exercised. In addition, in a transaction in which the Fund does
not own the security underlying a put option it has purchased, the Fund would be
required, in the absence of a secondary market, to purchase the underlying
security before it could exercise the option thereby incurring additional
transaction costs.
Option Writing and Related Risks
The Fund may write covered call and put options. A call option gives the
purchaser of the option the right to buy, and the writer the obligation to sell,
the underlying security at the exercise price during the option period.
Conversely, a put option gives the purchaser the right to sell, and the writer
the obligation to buy, the underlying security at the exercise price during the
option period.
So long as the obligation of the writer continues, the writer may be
assigned an exercise notice by the broker-dealer through whom the option was
sold. The exercise notice would require the writer to deliver, in the case of a
call, or take delivery of, in the case of a put, the underlying security against
payment of the exercise price. This obligation terminates upon expiration of the
option, or at such earlier time as the writer effects a closing purchase
transaction by purchasing an option of the same series as the one previously
sold. Once an option has been exercised, the writer may not execute a closing
purchase transaction. For options traded on national securities exchanges
(Exchanges), to secure the obligation to deliver the underlying security in the
case of a call option, the writer of the option is required to deposit in escrow
the underlying security or other assets in accordance with the rules of the OCC,
an institution created to interpose itself between buyers and sellers of
options. Technically, the OCC
<PAGE>
A-11
assumes the order side of every purchase and sale transaction on an Exchange,
and by doing so, gives its guarantee to the transaction.
The principal reason for writing options on a securities portfolio is to
attempt to realize, through the receipt of premiums, a greater return than would
be realized on the underlying securities alone. In return for the premium, the
covered call option writer has given up the opportunity for profit from a price
increase in the underlying security above the exercise price so long as the
option remains open, but retains the risk of loss should the price of the
security decline. Conversely, the put option writer gains a profit, in the form
of a premium, so long as the price of the underlying security remains above the
exercise price, but assumes an obligation to purchase the underlying security
from the buyer of the put option at the exercise price, even though the price of
the security may fall below the exercise price, at any time during the option
period. If an option expires, the writer realizes a gain in the amount of the
premium. Such a gain may, in the case of a covered call option, be offset by a
decline in the market value of the underlying security during the option period.
If a call option is exercised, the writer realizes a gain or loss from the sale
of the underlying security. If a put option is exercised, the writer must
fulfill his obligation to purchase the underlying security at the exercise
price, which will usually exceed the then market value of the underlying
security. In addition, the premium paid for the put effectively increases the
cost of the underlying security, thus reducing the yield otherwise available
from such securities.
Because the Fund can write only covered options, it may at times be unable
to write additional options unless it sells a portion of its portfolio holdings
to obtain new securities against which it can write options. This may result in
higher portfolio turnover and correspondingly greater brokerage commissions and
other transaction costs.
To the extent that a secondary market is available the covered option
writer may close out options it has written prior to the assignment of an
exercise notice by purchasing, in a closing purchase transaction, an option of
the same series as the option previously written. If the cost of such a closing
purchase, plus transaction costs, is greater than the premium received upon
writing the original option, the writer will incur a loss in the transaction.
Options Trading Markets
Options which the Fund will trade are generally listed on Exchanges.
Exchanges on which such options currently are traded are the Chicago Board
Options Exchange and the American, New York, Pacific, and Philadelphia Stock
Exchanges. Options on some securities may not be listed on any Exchange but
traded in the
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over-the-counter market. Options traded in the over-the-counter market involve
the additional risk that securities dealers participating in such transactions
would fail to meet their obligations to the Fund. The use of options traded in
the over-the-counter market may be subject to limitations imposed by certain
state securities authorities. In addition to the limits on its use of options
discussed herein, the Fund is subject to the investment restrictions described
in the prospectus and the statement of additional information.
The staff of the Commission currently is of the view that the premiums
which the Fund pays for the purchase of unlisted options, and the value of
securities used to cover unlisted options written by the Fund are considered to
be invested in illiquid securities or assets for the purpose of calculating
whether the Fund is in compliance with its fundamental investment restriction
prohibiting it from investing more than 10% of its total assets (taken at
current value) in any combination of illiquid assets and securities.
Special Considerations Applicable to Options
On Treasury Bonds and Notes. Because trading interest in U.S. Treasury
bonds and notes tends to center on the most recently auctioned issues, new
series of options with expirations to replace expiring options on particular
issues will not be introduced indefinitely. Instead, the expirations introduced
at the commencement of options trading on a particular issue will be allowed to
run their course, with the possible addition of a limited number of new
expirations as the original ones expire. Options trading on each series of bonds
or notes will thus be phased out as new options are listed on the more recent
issues, and a full range of expiration dates will not ordinarily be available
for every series on which options are traded.
On Treasury Bills. Because the deliverable U.S. Treasury bill changes from
week to week, writers of U.S. Treasury bill call options cannot provide in
advance for their potential exercise settlement obligations by acquiring and
holding the underlying security. However, if the Fund holds a long position in
U.S. Treasury bills with a principal amount corresponding to the option contract
size, the Fund may be hedged from a risk standpoint. In addition, the Fund will
maintain in a segregated account with its Custodian liquid assets maturing no
later than those which would be deliverable in the event of an assignment of an
exercise notice to ensure that it can meet its open option obligations.
On GNMA Certificates. Options on GNMA certificates are not currently
traded on any Exchange. However, the Fund may purchase and write such options in
the over the counter market or, should they commence trading, on any Exchange.
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Since the remaining principal balance of GNMA certificates declines each
month as a result of mortgage payments, the Fund, as a writer of a covered GNMA
call holding GNMA certificates as "cover" to satisfy its delivery obligation in
the event of assignment of an exercise notice, may find that its GNMA
certificates no longer have a sufficient remaining principal balance for this
purpose. Should this occur, the Fund will enter into a closing purchase
transaction or will purchase additional GNMA certificates from the same pool (if
obtainable) or replacement GNMA certificates in the cash market in order to
remain covered.
A GNMA certificate held by the Fund to cover an option position in any but
the nearest expiration month may cease to present cover for the option in the
event of a decline in the GNMA coupon rate at which new pools are originated
under the FHA/VA loan ceiling in effect at any given time. Should this occur,
the Fund will no longer be covered, and the Fund will either enter into a
closing purchase transaction or replace the GNMA certificate with a certificate
which represents cover. When the Fund closes its position or replaces the GNMA
certificate, it may realize an unanticipated loss and incur transaction costs.
Risks Pertaining to the Secondary Market. An option position may be closed
out only in a secondary market for an option of the same series. Although the
Fund will generally purchase or write only those options for which there appears
to be an active secondary market, there is no assurance that a liquid secondary
market will exist for any particular option at any particular time, and for some
options no secondary market may exist. In such event, it might not be possible
to effect closing transactions in particular options, with the result that the
Fund would have to exercise its options in order to realize any profit and might
incur transaction costs in connection therewith. If the Fund as a covered call
option writer is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise.
Reasons for the absence of a liquid secondary market include the
following: (i) insufficient trading interest in certain options; (ii)
restrictions imposed on transactions (iii) trading halts, suspensions or other
restrictions imposed with respect to particular classes or series of options or
underlying securities; (iv) interruption of the normal operations on an Exchange
or by a broker; (v) inadequacy of the facilities of an Exchange, the OCC or a
broker to handle current trading volume; or (vi) a decision by one or more
Exchanges or a broker to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market in that class
or series of options would cease to exist, although outstanding options that had
been
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issued as a result of trades would generally continue to be exercisable in
accordance with their terms.
The hours of trading for options on U.S. government securities may not
conform to the hours during which the underlying securities are traded. To the
extent that the option markets close before the markets for the underlying
securities, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.
FUTURES CONTRACTS AND RELATED OPTIONS TRANSACTIONS
The Fund intends to enter into currency and other financial futures
contracts as a hedge against changes in prevailing levels of interest or
currency exchange rates to seek relative stability of principal and to establish
more definitely the effective return on securities held or intended to be
acquired by the Fund or as a hedge against changes in the prices of securities
or currencies held by the Fund or to be acquired by the Fund. The Fund's hedging
may include sales of futures as an offset against the effect of expected
increases in interest or currency exchange rates or securities prices and
purchases of futures as an offset against the effect of expected declines in
interest or currency exchange rates.
For example, when the Fund anticipates a significant market or market
sector advance, it will purchase a stock index futures contract as a hedge
against not participating in such advance at a time when the Fund is not fully
invested. The purchase of a futures contract serves as a temporary substitute
for the purchase of individual securities which may then be purchased in an
orderly fashion. As such purchases are made, an equivalent amount of index based
futures contracts would be terminated by offsetting sales. In contrast, the Fund
would sell stock index futures contracts in anticipation of or in a general
market or market sector decline that may adversely affect the market value of
the Fund's portfolio. To the extent that the Fund's portfolio changes in value
in correlation with a given index, the sale of futures contracts on that index
would substantially reduce the risk to the portfolio of a market decline or
change in interest rates, and, by so doing, provide an alternative to the
liquidation of the Fund's securities positions and the resulting transaction
costs.
The Fund intends to engage in options transactions which are related to
commodity futures contracts for hedging purposes and in connection with the
hedging strategies described above.
Although techniques other than sales and purchases of futures contracts
and related options transactions could be used to reduce the Fund's exposure to
interest rate and/or market fluctuations, the Fund may be able to hedge its
exposure more effectively and perhaps at a lower cost through using futures
contracts and
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related options transactions. While the Fund does not intend to take delivery of
the instruments underlying futures contracts it holds, the Fund does not intend
to engage in such futures contracts for speculation.
Futures Contracts
Futures contracts are transactions in the commodities markets rather than
in the securities markets. A futures contract creates an obligation by the
seller to deliver to the buyer the commodity specified in the contract at a
specified future time for a specified price. The futures contract creates an
obligation by the buyer to accept delivery from the seller of the commodity
specified at the specified future time for the specified price. In contrast, a
spot transaction creates an immediate obligation for the seller to deliver and
the buyer to accept delivery of and pay for an identified commodity. In general,
futures contracts involve transactions in fungible goods such as wheat, coffee
and soybeans. However, in the last decade an increasing number of futures
contracts have been developed which specify currencies, financial instruments or
financially based indexes as the underlying commodity.
U.S. futures contracts are traded only on national futures exchanges and
are standardized as to maturity date and underlying financial instrument. The
principal financial futures exchanges in the United States are The Board of
Trade of the City of Chicago, the Chicago Mercantile Exchange, the International
Monetary Market (a division of the Chicago Mercantile Exchange), the New York
Futures Exchange and the Kansas City Board of Trade. Each exchange guarantees
performance under contract provisions through a clearing corporation, a
nonprofit organization managed by the exchange membership, which is also
responsible for handling daily accounting of deposits or withdrawals of margin.
A futures commission merchant (Broker) effects each transaction in connection
with futures contracts for a commission. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission (CFTC) and National Futures Association (NFA).
Interest Rate Futures Contracts
The sale of an interest rate futures contract creates an obligation by the
Fund, as seller, to deliver the type of financial instrument specified in the
contract at a specified future time for a specified price. The purchase of an
interest rate futures contract creates an obligation by the Fund, as purchaser,
to accept delivery of the type of financial instrument specified at a specified
future time for a specified price. The specific securities delivered or
accepted, respectively, at settlement date, are not determined until at or near
that date.
<PAGE>
A-16
The determination is in accordance with the rules of the exchange on which the
futures contract sale or purchase was made.
Currently interest rate futures contracts can be purchased or sold on
90-day U.S. Treasury bills, U.S. Treasury bonds, U.S. Treasury notes with
maturities between 6 1/2 and 10 years, Government National Mortgage Association
(GNMA) certificates, 90-day domestic bank certificates of deposit, 90-day
commercial paper, and 90-day Eurodollar certificates of deposit. It is expected
that futures contracts trading in additional financial instruments will be
authorized. The standard contract size is $100,000 for futures contracts in U.S.
Treasury bonds, U.S. Treasury notes and GNMA certificates, and $1,000,000 for
the other designated contracts. While U.S. Treasury bonds, U.S. Treasury bills
and U.S. Treasury notes are backed by the full faith and credit of the U.S.
government and GNMA certificates are guaranteed by a U.S. government agency, the
futures contracts in U.S. government securities are not obligations of the U.S.
Treasury.
Index Based Futures Contracts
Stock Index Futures Contracts
A stock index assigns relative values to the common stocks included in the
index. The index fluctuates with changes in the market values of the common
stocks so included. A stock index futures contract is a bilateral agreement by
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the closing value of the
stock index on the expiration date of the contract and the price at which the
futures contract is originally made. No physical delivery of the underlying
stocks in the index is made.
Currently stock index futures contracts can be purchased or sold on the
Standard and Poor's Corporation (S&P) Index of 500 Stocks, the S&P Index of 100
Stocks, the New York Stock Exchange Composite Index, the Value Line Index and
the Major Market Index. It is expected that futures contracts trading in
additional stock indices will be authorized. The standard contract size is $500
times the value of the index.
The Fund does not believe that differences between existing stock indices
will create any differences in the price movements of the stock index futures
contracts in relation to the movements in such indices. However, such
differences in the indices may result in differences in correlation of the
futures with movements in the value of the securities being hedged.
<PAGE>
A-17
Other Index Based Futures Contracts
It is expected that bond index and other financially based index futures
contracts will be developed in the future. It is anticipated that such index
based futures contracts will be structured in the same way as stock index
futures contracts but will be measured by changes in interest rates, related
indexes or other measures, such as the consumer price index. In the event that
such futures contracts are developed the Fund will sell interest rate index and
other index based futures contracts to hedge against changes which are expected
to affect the Fund's portfolio.
The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, to
initiate trading an amount of cash, cash equivalents, money market instruments,
or U.S. Treasury bills equal to approximately 1 1/2% (up to 5%) of the contract
amount must be deposited by the Fund with the Broker. This amount is known as
initial margin. The nature of initial margin in futures transactions is
different from that of margin in security transactions. Futures contract margin
does not involve the borrowing of funds by the customer to finance the
transactions.
Rather, the initial margin is in the nature of a performance bond or good
faith deposit on the contract which is returned to the Fund upon termination of
the futures contract assuming all contractual obligations have been satisfied.
The margin required for a particular futures contract is set by the exchange on
which the contract is traded, and may be significantly modified from time to
time by the exchange during the term of the contract.
Subsequent payments, called variation margin, to the Broker and from the
Broker, are made on a daily basis as the value of the underlying instrument or
index fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as mark-to-market. For example, when the
Fund has purchased a futures contract and the price of the underlying financial
instrument or index has risen, that position will have increased in value and
the Fund will receive from the Broker a variation margin payment equal to that
increase in value. Conversely, where the Fund has purchased a futures contract
and the price of the underlying financial instrument or index has declined, the
position would be less valuable and the Fund would be required to make a
variation margin payment to the Broker. At any time prior to expiration of the
futures contract, the Fund may elect to close the position. A final
determination of variation margin is then made, additional cash is required to
be paid to or released by the Broker, and the Fund realizes a loss or gain.
The Fund intends to enter into arrangements with its custodian and with
Brokers to enable its initial margin and any
<PAGE>
A-18
variation margin to be held in a segregated account by its custodian on behalf
of the Broker.
Although interest rate futures contracts by their terms call for actual
delivery or acceptance of financial instruments, and index based futures
contracts call for the delivery of cash equal to the difference between the
closing value of the index on the expiration date of the contract and the price
at which the futures contract is originally made, in most cases such futures
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out a futures contract sale is effected by an offsetting
transaction in which the Fund enters into a futures contract purchase for the
same aggregate amount of the specific type of financial instrument or index and
same delivery date. If the price in the sale exceeds the price in the offsetting
purchase, the Fund is paid the difference and thus realizes a gain. If the
offsetting purchase price exceeds the sale price, the Fund pays the difference
and realizes a loss. Similarly, the closing out of a futures contract purchase
is effected by an offsetting transaction in which the Fund enters into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain. If the purchase price exceeds the offsetting sale price the
Fund realizes a loss. The amount of the Fund's gain or loss on any transaction
is reduced or increased, respectively, by the amount of any transaction costs
incurred by the Fund.
As an example of an offsetting transaction, the contractual obligations
arising from the sale of one contract of September U.S. Treasury bills on an
exchange may be fulfilled at any time before delivery of the contract is
required (i.e., on a specified date in September, the "delivery month") by the
purchase of one contract of September U.S. Treasury bills on the same exchange.
In such instance the difference between the price at which the futures contract
was sold and the price paid for the offsetting purchase after allowance for
transaction costs represents the profit or loss to the Fund.
There can be no assurance, however, that the Fund will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time. If the Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to maintain the margin
deposits on the contract and to complete the contract according to its terms.
Options on Currency and Other Financial Futures
The Fund intends to purchase call and put options on currency and other
financial futures contracts and sell such options to terminate an existing
position. Options on currency and other financial futures contracts are similar
to options on stocks except that an option on a currency or other financial
futures
<PAGE>
A-19
contract gives the purchaser the right, in return for the premium paid, to
assume a position in a futures contract (a long position if the option is a call
and a short position if the option is a put) rather than to purchase or sell
stock, currency or other financial instruments at a specified exercise price at
any time during the period of the option. Upon exercise of the option, the
delivery of the futures position by the writer of the option to the holder of
the option will be accompanied by delivery of the accumulated balance in the
writer's futures margin account. This amount represents the amount by which the
market price of the futures contract at exercise exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on the
futures contract. If an option is exercised the last trading day prior to the
expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and value of
the futures contract.
The Fund intends to use options on currency and other financial futures
contracts in connection with hedging strategies. In the future the Fund may use
such options for other purposes.
Purchase of Put Options on Futures Contracts
The purchase of protective put options on a currency or other financial
futures contracts is analogous to the purchase of protective puts on individual
stocks, where an absolute level of protection is sought below which no
additional economic loss would be incurred by the Fund. Put options may be
purchased to hedge a portfolio of stocks or debt instruments or a position in
the futures contract upon which the put option is based.
Purchase of Call Options on Futures Contracts
The purchase of a call option on a currency or other financial futures
contract represents a means of obtaining temporary exposure to market
appreciation at limited risk. It is analogous to the purchase of a call option
on an individual stock which can be used as a substitute for a position in the
stock itself. Depending on the pricing of the option compared to either the
futures contract upon which it is based, or upon the price of the underlying
financial instrument or index itself, the purchase of a call option may be less
risky than the ownership of the interest rate or index based futures contract or
the underlying securities. Call options on currency and other financial futures
contracts may be purchased to hedge against an interest rate increase or a
market advance when the Fund is not fully invested.
<PAGE>
A-20
Use of New Investment Techniques Involving Currency or Other Financial Futures
Contracts or Related Options
The Fund may employ new investment techniques involving currency and other
financial futures contracts and related options. The Fund intends to take
advantage of new techniques in these areas which may be developed from time to
time and which are consistent with the Fund's investment objective. The Fund
believes that no additional techniques have been identified for employment by
the Fund in the foreseeable future other than those described above.
Limitations on Purchase and Sale of Futures Contracts and Related Options on
Such Futures Contracts
The Fund will not enter into a futures contract if, as a result thereof,
more than 5% of the Fund's total assets (taken at market value at the time of
entering into the contract) would be committed to margin deposits on such
futures contracts.
The Fund intends that its futures contracts and related options
transactions will be entered into for traditional hedging purposes. That is,
futures contracts will be sold to protect against a decline in the price of
securities that the Fund owns or futures contracts will be purchased to protect
the Fund against an increase in the price of securities it intends to purchase.
The Fund does not intend to enter into futures contracts for speculation.
In instances involving the purchase of futures contracts by the Fund, an
amount of cash and cash equivalents equal to the market value of the futures
contracts will be deposited in a segregated account with the Fund's Custodian
and/or in a margin account with a Broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.
Federal Income Tax Treatment
For federal income tax purposes, the Fund is required to recognize as
income for each taxable year its net unrealized gains and losses on futures
contracts as of the end of the year as well as those actually realized during
the year. Any gain or loss recognized with respect to a futures contract is
considered to be 60% long term and 40% short term, without regard to the holding
period of the contract. In the case of a futures transaction classified as a
"mixed straddle," the recognition of losses may be deferred to a later taxable
year. The federal income tax treatment of gains or losses from transactions in
options on futures is unclear.
In order for the Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from
<PAGE>
A-21
qualifying income. Any net gain realized from the closing out of futures
contracts, for purposes of the 90% requirement, will be qualifying income. In
addition, gains realized on the sale or other disposition of securities held for
less than three months must be limited to less than 30% of the Fund's annual
gross income. The 1986 Tax Act added a provision which effectively treats both
positions in certain hedging transactions as a single transaction for the
purpose of the 30% requirement. The provision provides that, in the case of any
"designated hedge," increases and decreases in the value of positions of the
hedge are to be netted for the purposes of the 30% requirement. However, in
certain situations, in order to avoid realizing a gain within a three month
period, the Fund may be required to defer the closing out of a contract beyond
the time when it would otherwise be advantageous to do so.
Risks of Futures Contracts
Currency and other financial futures contracts prices are volatile and are
influenced, among other things, by changes in stock prices, market conditions,
prevailing interest rates and anticipation of future stock prices, market
movements or interest rate changes, all of which in turn are affected by
economic conditions, such as government fiscal and monetary policies and
actions, and national and international political and economic events.
At best, the correlation between changes in prices of futures contracts
and of the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances, such as variations in
speculative market demand for futures contracts and for securities, including
technical influences in futures contracts trading; differences between the
securities being hedged and the financial instruments and indexes underlying the
standard futures contracts available for trading, in such respects as interest
rate levels, maturities and creditworthiness of issuers, or identities of
securities comprising the index and those in the Fund's portfolio. A decision of
whether, when and how to hedge involves the exercise of skill and judgment, and
even a well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends.
Because of the low margin deposits required, futures trading involves an
extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as margin, a 10% decrease in the
value of the futures contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out, and a 15% decrease
<PAGE>
A-22
would result in a loss equal to 150% of the original margin deposit. Thus, a
purchase or sale of a futures contract may result in losses in excess of the
amount invested in the futures contract. However, the Fund would presumably have
sustained comparable losses if, instead of entering into the futures contract,
it had invested in the underlying financial instrument. Furthermore, in order to
be certain that the Fund has sufficient assets to satisfy its obligations under
a futures contract, the Fund will establish a segregated account in connection
with its futures contracts which will hold cash or cash equivalents equal in
value to the current value of the underlying instruments or indices less the
margins on deposit.
Most U.S. futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit establishes
the maximum amount that the price of a futures contract may vary either up or
down from the previous day's settlement price at the end of a trading session.
Once the daily limit has been reached in a particular type of contract, no
trades may be made on that day at a price beyond that limit. The daily limit
governs only price movement during a particular trading day and therefore does
not limit potential losses because the limit may prevent the liquidation of
unfavorable positions. Futures contract prices have occasionally moved to the
daily limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and subjecting some
futures traders to substantial losses.
Risks of Options on Futures Contracts
In addition to the risks described above for currency and other financial
futures contracts, there are several special risks relating to options on
futures contracts. The ability to establish and close out positions on such
options will be subject to the development and maintenance of a liquid secondary
market. There is no assurance that a liquid secondary market will exist for any
particular contract or at any particular time. The Fund will not purchase
options on any futures contract unless and until it believes that the market for
such options has developed sufficiently that the risks in connection with such
options are not greater than the risks in connection with the futures contracts.
Compared to the use of futures contracts, the purchase of options on such
futures involves less potential risk to the Fund because the maximum amount at
risk is the premium paid for the options (plus transaction costs). However,
there may be circumstances when the use of an option on a futures contract would
result in a loss to the Fund, even though the use of a futures contract would
not, such as when there is no movement in the level of the futures contract.
<PAGE>
A-23
FOREIGN CURRENCY TRANSACTIONS
The Fund may invest in securities of foreign issuers. When the Fund
invests in foreign securities they usually will be denominated in foreign
currencies and the Fund temporarily may hold funds in foreign currencies. Thus,
the Fund's share value will be affected by changes in exchange rates.
Forward Currency Contracts
As one way of managing exchange rate risk, the Fund may engage in forward
currency exchange contracts (agreements to purchase or sell currencies at a
specified price and date). Under the contract, the exchange rate for the
transaction (the amount of currency the Fund will deliver or receive when the
contract is completed) is fixed when the Fund enters into the contract. The Fund
usually will enter into these contracts to stabilize the U.S. dollar value of a
security it has agreed to buy or sell. The Fund also may use these contracts to
hedge the U.S. dollar value of a security it already owns, particularly if the
Fund expects a decrease in the value of the currency in which the foreign
security is denominated. Although the Fund will attempt to benefit from using
forward contracts, the success of its hedging strategy will depend on Keystone's
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar. The value of the Fund's investments denominated
in foreign currencies will depend on the relative strength of those currencies
and the U.S. dollar, and the Fund may be affected favorably or unfavorably by
changes in the exchange rates or exchange control regulations between foreign
currencies and the dollar. Changes in foreign currency exchange rates also may
affect the value of dividends and interest earned, gains and losses realized on
the sale of securities and net investment income and gains, if any, to be
distributed to shareholders by the Fund.
Currency Futures Contracts
Currency futures contracts are bilateral agreements under which two parties
agree to take or make delivery of a specified amount of a currency at a
specified future time for a specified price. Trading of currency futures
contracts in the United States is regulated under the Commodity Exchange Act by
the Commodity Futures Trading Commission (CFTC) and National Futures Association
(NFA). Currently the only national futures exchange on which currency futures
are traded is the International Monetary Market of the Chicago Mercantile
Exchange. Foreign currency futures trading is conducted in the same manner and
subject to the same regulations as trading in interest rate and index based
futures. The Fund intends to engage in currency futures contracts for hedging
purposes, and not for speculation. The Fund may engage in currency futures
contracts for other purposes if authorized to do so by the Board. The hedging
strategies which will be used by the
<PAGE>
A-24
Fund in connection with foreign currency futures contracts are similar to those
described above for forward foreign currency exchange contracts.
Currently currency futures contracts for the British Pound Sterling,
Canadian Dollar, Dutch Guilder, Deutsche Mark, Japanese Yen, Mexican Peso, Swiss
Franc and French Franc can be purchased or sold for U.S. dollars through the
International Monetary Market. It is expected that futures contracts trading in
additional currencies will be authorized. The standard contract sizes are
L125,000 for the Pound, 125,000 for the Guilder, Mark and French and Swiss
Francs, C$100,000 for the Canadian Dollar, Y12,500,000 for the Yen, and
1,000,000 for the Peso. In contrast to Forward Currency Exchange Contracts which
can be traded at any time, only four value dates per year are available, the
third Wednesday of March, June, September and December.
Foreign Currency Options Transactions
Foreign currency options (as opposed to futures) are traded in a variety of
currencies in both the United States and Europe. On the Philadelphia Stock
Exchange, for example, contracts for half the size of the corresponding futures
contracts on the Chicago Board Options Exchange are traded with up to nine
months maturity in Marks, Sterling, Yen, Swiss francs and Canadian dollars.
Options can be exercised at any time during the contract life and require a
deposit subject to normal margin requirements. Since a futures contract must be
exercised, the Fund must continually make up the margin balance. As a result, a
wrong price move could result in the Fund losing more than the original
investment as it cannot walk away from the futures contract as it can an option
contract.
The Fund will purchase call and put options and sell such options to
terminate an existing position. Options on foreign currency are similar to
options on stocks except that an option on an interest rate and/or index based
futures contract gives the purchaser the right, in return for the premium paid,
to purchase or sell foreign currency, rather than to purchase or sell stock, at
a specified exercise price at any time during the period of the option.
The Fund intends to use foreign currency option transactions in connection
with hedging strategies.
Purchase of Put Options on Foreign Currencies
The purchase of protective put options on a foreign currency is analogous
to the purchase of protective puts on individual stocks, where an absolute level
of protection is sought below which no additional economic loss would be
incurred by the Fund. Put options may be purchased to hedge a portfolio of
foreign
<PAGE>
A-25
stocks or foreign debt instruments or a position in the foreign currency upon
which the put option is based.
Purchase of Call Options on Foreign Currencies
The purchase of a call option on foreign currency represents a means of
obtaining temporary exposure to market appreciation at limited risk. It is
analogous to the purchase of a call option on an individual stock which can be
used as a substitute for a position in the stock itself. Depending on the
pricing of the option compared to either the foreign currency upon which it is
based, or upon the price of the foreign stock or foreign debt instruments, the
purchase of a call option may be less risky than the ownership of the foreign
currency or the foreign securities. The Fund would purchase a call option on a
foreign currency to hedge against an increase in the foreign currency or a
foreign market advance when the Fund is not fully invested.
The Fund may employ new investment techniques involving forward foreign
currency exchange contracts, foreign currency futures contracts and options on
foreign currencies in order to take advantage of new techniques in these areas
which may be developed from time to time and which are consistent with the
Fund's investment objective. The Fund believes that no additional techniques
have been identified for employment by the Fund in the foreseeable future other
than those described above.
Currency Trading Risks
Currency exchange trading may involve significant risks. The four major
types of risk the Fund faces are exchange rate risk, interest rate risk, credit
risk and country risk.
Exchange Rate Risk
Exchange rate risk results from the movement up and down of foreign
currency values in response to shifting market supply and demand. When the Fund
buys or sells a foreign currency, an exposure called an open position is
created. Until the time that position can be "covered" by selling or buying an
equivalent amount of the same currency, the Fund is exposed to the risk that the
exchange rate might move against it. Since exchange rate changes can readily
move in one direction, a position carried overnight or over a number of days
involves greater risk than one carried a few minutes or hours. Techniques such
as foreign currency forward and futures contracts and options on foreign
currency are intended to be used by the Fund to reduce exchange rate risk.
<PAGE>
A-26
Maturity Gaps and Interest Rate Risk
Interest rate risk arises whenever there are mismatches or gaps in the
maturity structure of the Fund's foreign exchange currency holdings, which is
the total of its outstanding spot and forward or futures contracts.
Foreign currency transactions often involve borrowing short term and
lending longer term to benefit from the normal tendency of interest rates to be
higher for longer maturities. However in foreign exchange trading, while the
maturity pattern of interest rates for one currency is important, it is the
differential between interest rates for two currencies that is decisive.
Credit Risk
Whenever the Fund enters into a foreign exchange contract, it faces a
risk, however small, that the counterparty will not perform under the contract.
As a result there is a credit risk, although no extension of "credit" is
intended. To limit credit risk, the Fund intends to evaluate the
creditworthiness of each other party. The Fund does not intend to trade more
than 5% of its net assets under foreign exchange contracts with one party.
Credit risk exists because the Fund's counterparty may be unable or
unwilling to fulfill its contractual obligations as a result of bankruptcy or
insolvency or when foreign exchange controls prohibit payment. In any foreign
exchange transaction, each party agrees to deliver a certain amount of currency
to the other on a particular date. In establishing its hedges the Fund relies on
each contract being completed. If the contract is not performed, then the Fund's
hedge is eliminated, and the Fund is exposed to any changes in exchange rates
since the contract was originated. To put itself in the same position it would
have been in had the contract been performed, the Fund must arrange a new
transaction. However, the new transaction may have to be arranged at an adverse
exchange rate. The trustee for a bankrupt company may elect to perform those
contracts which are advantageous to the company but disclaim those contracts
which are disadvantageous, resulting in losses to the Fund.
Another form of credit risk stems from the time zone differences between
the U.S. and foreign nations. If the Fund sells sterling it generally must pay
pounds to a counterparty earlier in the day than it will be credited with
dollars in New York. In the intervening hours, the buyer can go into bankruptcy
or can be declared insolvent. Thus, the dollars may never be credited to the
Fund.
<PAGE>
A-27
Country Risk
At one time or another, virtually every country has interfered with
international transactions in its currency. Interference has taken the form of
regulation of the local exchange market, restrictions on foreign investment by
residents or limits on inflows of investment funds from abroad. Governments take
such measures for example to improve control over the domestic banking system or
to influence the pattern of receipts and payments between residents and
foreigners. In those cases, restrictions on the exchange market or on
international transactions are intended to affect the level or movement of the
exchange rate. Occasionally a serious foreign exchange shortage may lead to
payment interruptions or debt servicing delays, as well as interference in the
exchange market. It has become increasingly difficult to distinguish foreign
exchange or credit risk from country risk.
Changes in regulations or restrictions usually do have an important
exchange market impact. Most disruptive are changes in rules which interfere
with the normal payments mechanism. If government regulations change and a
counterparty is either forbidden to perform or is required to do something
extra, then the Fund might be left with an unintended open position or an
unintended maturity mismatch. Dealing with such unintended long or short
positions could result in unanticipated costs to the Fund.
Other changes in official regulations influence internationalinvestment
transactions. If one of the factors affecting the buying or selling of a
currency changes, the exchange rate is likely to respond. Changes in such
controls often are unpredictable and can create a significant exchange rate
response.
Many major countries have moved toward liberalization of exchange and
payments restrictions in recent years or accepted the principle that
restrictions should be relaxed. A few industrial countries have moved in the
other direction. Important liberalizations were carried out by Switzerland, the
United Kingdom and Japan. They dismantled mechanisms for restricting either
foreign exchange inflows (Switzerland), outflows (Britain) or elements of both
(Japan). By contrast, France and Mexico have tightened foreign exchange
controls.
Overall, many exchange markets are still heavily restricted. Several
countries limit access to the forward market to companies financing documented
export or import transactions in an effort to insulate the market from purely
speculative activities. Some of these countries permit local traders to enter
into forward contracts with residents but prohibit certain forward transactions
with nonresidents. By comparison, other countries have strict controls on
exchange transactions by residents, but permit free exchange transactions
between local traders and non-residents. A few countries have established tiered
markets, funneling
<PAGE>
A-28
commercial transactions through one market and financial transactions through
another. Outside the major industrial countries, relatively free foreign
exchange markets are rare and controls on foreign currency transactions are
extensive.
Another aspect of country risk has to do with the possibility that the
Fund may be dealing with a foreign trader whose home country is facing a
payments problem. Even though the foreign trader intends to perform on its
foreign exchange contracts, the contracts are tied to other external liabilities
the country has incurred. As a result performance may be delayed, and can result
in unanticipated cost to the Fund. This aspect of country risk is a major
element in the Fund's credit judgment as to with whom it will deal and in what
amounts.
<PAGE>
A-29
EXHIBIT A
GLOSSARY OF TERMS
Class of Options. Options covering the same underlying security.
Clearing Corporation. The Options Clearing Corporation, Trans Canada
Options, Inc., The European Options Clearing Corporation B.V., or the London
Options Clearing House.
Closing Purchase Transaction. A transaction in which an investor who is
obligated as a writer of an option or seller of a futures contract terminates
his obligation by purchasing on an Exchange an option of the same series as the
option previously written or futures contract identical to the futures contract
previously sold, as the case may be. (Such a purchase does not result in the
ownership of an option or futures contract.)
Closing Sale Transaction. A transaction in which an investor who is the
holder or buyer of an outstanding option or futures contract liquidates his
position as a holder or seller by selling an option of the same series as the
option previously purchased or futures contract identical to the futures
contract previously purchased. (Such sale does not result in the investor
assuming the obligations of a writer or seller.)
Covered Call Option Writer. A writer of a call option who, so long as he
remains obligated as a writer, owns the shares of the underlying security or
holds on a share for share basis a call on the same security where the exercise
price of the call held is equal to or less than the exercise price of the call
written, or, if greater than the exercise price of the call written, the
difference is maintained by the writer in cash, U.S. Treasury bills or other
high grade, short term obligations in a segregated account with the writer's
broker or custodian.
Covered Put Option Writer. A writer of a put option who, so long as he
remains obligated as a writer, has deposited Treasury bills with a value equal
to or greater than the exercise price with a securities depository and has
pledged them to the Options Clearing Corporation for the account of the
broker-dealer carrying the writer's position or holds on a share for share basis
a put on the same security as the put written where the exercise price of the
put held is equal to or greater than the exercise price of the put written, or,
if less than the exercise price of the put written, the difference is maintained
by the writer in cash, U.S. Treasury bills or other high grade, short term
obligations in a segregated account with the writer's broker or custodian.
<PAGE>
A-30
Securities Exchange. A securities exchange on which call and put options
are traded. The U.S. Exchanges are as follows: The Chicago Board Options
Exchange; American Stock Exchange; New York Stock Exchange; Philadelphia Stock
Exchange; and Pacific Stock Exchange. The foreign securities exchanges in Canada
are the Toronto Stock Exchange and the Montreal Stock Exchange; in the
Netherlands, the European Options Exchange; and in the United Kingdom, the Stock
Exchange (London).
Those issuers whose common stocks have been approved by the Exchanges as
underlying securities for options transactions are listed in various financial
publications.
Commodities Exchange. A commodities exchange on which futures contracts
are traded which is regulated by exchange rules that have been approved by the
Commodity Futures Trading Commission. The U.S. exchanges are as follows: The
Board of Trade of the City of Chicago, Chicago Mercantile Exchange,
International Monetary Market (a division of the Chicago Mercantile Exchange),
the Kansas City Board of Trade and the New York Futures Exchange.
Exercise Price. The price per unit at which the holder of a call option
may purchase the underlying security upon exercise or the holder of a put option
may sell the underlying security upon exercise.
Expiration Date. The latest date when an option may be exer- cised or a
futures contract must be completed according to its terms.
Hedging. An action taken by an investor to neutralize an investment risk
by taking an investment position which will move in the opposite direction as
the risk being hedged so that a loss (or gain) on one will tend to be offset by
a gain (or loss) on the other.
Option. Unless the context otherwise requires, the term "option" means
either a call or put option issued by a Clearing Corporation, as defined above.
A call option gives a holder the right to buy from such Clearing Corporation the
number of shares of the underlying security covered by the option at the stated
exercise price by the filing of an exercise notice prior to the expiration time
of the option. A put option gives a holder the right to sell to a Clearing
Corporation the number of shares of the underlying security covered by the put
at the stated exercise price by the filing of an exercise notice prior to the
expiration time of the option. The Fund will sell ("write") and purchase puts
only on U.S. Exchanges.
Option Period. The time during which an option may be exercised, generally
from the date the option is written through its expiration date.
<PAGE>
A-31
Premium. The price of an option agreed upon between the buyer and writer
or their agents in a transaction on the floor of an Exchange.
Series of Options. Options covering the same underlying security and
having the same exercise price and expiration date.
Stock Index. A stock index assigns relative values to the common stocks
included in the index, and the index fluctuates with changes in the market
values of the common stocks so included.
Index Based Futures Contract. An index based futures contract is a
bilateral agreement pursuant to which a party agrees to buy or deliver at
settlement an amount of cash equal to $500 times the difference between the
closing value of an index on the expiration date and the price at which the
futures contract is originally struck. Index based futures are traded on
Commodities Exchanges. Currently index based futures contracts can be purchased
or sold with respect to the Standard & Poor's Corporation (S&P) 500 Stock Index
and S&P 100 Stock Index on the Chicago Mercantile Exchange, the New York Stock
Exchange Composite Index on the New York Futures Exchange and the Value Line
Stock Index and Major Market Index on the Kansas City Board of Trade.
Underlying Security. The security subject to being purchased upon the
exercise of a call option or subject to being sold upon the exercise of a put
option.
<PAGE>
SCHEDULE OF INVESTMENTS-October 31, 1994
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
<S> <C> <C>
COMMON STOCKS (85.4%)
+ ARGENTINA (0.9%)
Oil (0.9%)
Yacimientos Petroliferos Fiscales
S.A. (YPF) 150,000 $ 3,618,750
+ BERMUDA (0.5%)
Advertising & Publishing (0.5%)
Comcast Uk Cable Partners, Ltd. (b) 100,300 1,993,463
+ CHILE (0.6%)
Utilities (0.6%)
Compania de Telefonos Chile 25,000 2,353,125
+ GERMANY (1.1%)
Finance (1.1%)
Deutsche Bank AG 8,900 4,386,365
+ HONG KONG (1.0%)
Telecommunications (1.0%)
Hongkong Telecommunications Ltd. 2,000,000 4,283,403
+ INDONESIA (0.5%)
Chemicals (0.5%)
Pt. Tri Polyta Indonesia (b) 75,400 2,229,013
+ JAPAN (4.7%)
Automotive (0.9%)
Toyota Motor Corp. 165,000 3,645,280
Electronics Products (3.1%)
Canon, Inc. 198,000 3,679,347
Hitachi Ltd. 450,000 4,692,097
NEC Corp. 350,000 4,480,457
12,851,901
Finance (0.7%)
Nomura Securities Co. Ltd. 141,000 2,954,937
+ TOTAL JAPAN 19,452,118
+ MEXICO (2.7%)
Automotive (0.6%)
Consorcio Grupo Dina, ADR (b) 200,000 $ 2,575,000
Building Materials (0.8%)
Grupo Tribasa S.A. de C.V. (b) 100,000 3,137,500
Finance (0.9%)
Grupo Finance Banamex 25,000 165,842
Grupo Financiero Banamex Accival (b) 500,000 3,433,227
3,599,069
Technology (0.4%)
Grupo Iusacell S.A. de C.V. (b) 61,350 1,886,512
+ TOTAL MEXICO 11,198,081
+ NETHERLANDS (1.9%)
Advertising & Publishing (1.9%)
Wolters Kluwer N.V. 110,100 7,966,516
+ SWEDEN (0.7%)
Drugs (0.7%)
Pharmacia AB 165,000 3,118,486
+ UNITED STATES (70.8%)
Advertising & Publishing (0.8%)
Comcast Corp. 200,000 3,300,000
Air Transportation (0.9%)
AMR Corp. (b) 70,000 3,858,750
Amusements (3.1%)
GTECH Holdings Corp. (b) 199,600 3,942,100
Hospitality Franchise Systems, Inc.
(b) 200,000 5,450,000
International Game Technology 200,000 3,700,000
13,092,100
See Notes to Schedules of Investments
<PAGE>
United States (cont'd)
Automotive (1.6%)
Exide Securities Corp. 77,500 $ 4,340,000
Lear Seating Corp. (b) 120,200 2,404,000
6,744,000
Building Materials (1.2%)
National Gypsum Co. (b) 150,000 5,062,500
Capital Goods (3.3%)
AGCO Corp. 100,000 5,500,000
Caterpillar, Inc. 140,000 8,365,000
13,865,000
Chemicals (4.1%)
Monsanto Co. 75,000 5,709,375
PPG Industries, Inc. 160,000 6,520,000
Union Carbide Corp. 150,000 4,968,750
17,198,125
Consumer Goods (2.8%)
Gillette Co. 100,000 7,437,500
International Flavors & Fragrances,
Inc. 100,000 4,387,500
11,825,000
Electronics Products (10.7%)
Analog Devices, Inc. (b) 200,000 7,150,000
EMC Corp. (b) 700,000 15,050,000
LAM Research Corp. (b) 100,000 4,512,500
Solectron Corp. (b) 150,000 4,181,250
Teradyne, Inc. (b) 150,000 4,931,250
Xilinx, Inc. (b) 150,000 8,718,750
44,543,750
Finance (2.7%)
Chase Manhattan Corp. 150,000 5,400,000
CoreStates Financial Corp. 11,000 284,625
Federal Home Loan Mortgage Co. 13,600 741,200
State Street Boston Corp. 150,000 4,978,125
11,403,950
Health Care Services (5.3%)
Cardinal Health, Inc. 100,000 $ 4,675,000
Columbia / HCA Healthcare Corp. 100,000 4,162,500
Health Management Associates, Inc.
(Class A) (b) 297,000 7,722,000
U.S. Surgical 200,000 5,300,000
21,859,500
Insurance (1.3%)
MBIA , Inc. 100,000 5,412,500
Metals & Mining (2.2%)
Huntco, Inc. 58,000 1,276,000
Inland Steel Industries, Inc. (b) 80,000 2,860,000
Nucor Corp. 55,000 3,396,250
Reliance Steel & Aluminum Co. (b) 100,000 1,462,500
8,994,750
Natural Gas (0.9%)
Seagull Energy Corp. (b) 140,000 3,640,000
Oil (4.6%)
Atlantic Richfield Co. 135,000 3,661,875
Chevron Corp. 159,300 7,168,500
Mobil Corp. 95,750 8,234,500
19,064,875
Oil Services (4.5%)
Baker Hughes, Inc. 125,000 2,562,500
Energy Service Co., Inc. (b) 375,000 5,437,500
Global Marine, Inc. (b) 915,700 4,349,575
Noble Drilling Corp. (b) 63,300 462,881
Schlumberger, Ltd. 100,437 5,900,674
18,713,130
Retail (3.9%)
Best Buy Co., Inc. (b) 100,000 3,775,000
Corporate Express, Inc. (b) 53,400 1,201,500
GNC Energy, Corp. (b) 100,000 2,525,000
Kohl's Corp. (b) 125,000 5,281,250
Wal-Mart Stores, Inc. 150,000 3,525,000
16,307,750
See Notes to Schedules of Investments
<PAGE>
Software Services (3.5%)
Adobe Systems, Inc. 81,400 $ 2,945,662
LEGENT Corp. (b) 150,000 4,312,500
Parametric Technology
Corp. (b) 200,000 7,250,000
14,508,162
Telecommunications (5.8%)
AT & T Credit Corp. 70,000 3,850,000
Cabletron Systems, Inc. (b) 225,000 11,306,250
Cisco Systems, Inc. (b) 200,000 6,012,500
International Cabletel, Inc. (b) 100,000 3,125,000
24,293,750
Transportation (6.2%)
Conrail, Inc. 100,000 5,437,500
Knight Transportation, Inc. (b) 43,500 636,188
Norfolk Southern Corp. 125,000 7,875,000
Southern Pacific Rail Corp. (b) 137,000 2,380,375
Swift Transportation Co., Inc. (b) 183,750 7,947,187
United States Xpress Enterprises,
Inc. (b) 100,000 1,462,500
25,738,750
Waste Management (1.4%)
Browning-Ferris Industries, Inc. 125,000 3,968,750
Molten Metal Technology,
Inc. (b) 82,500 1,835,625
5,804,375
+ TOTAL UNITED STATES $295,230,717
TOTAL COMMON STOCKS
(Cost $281,262,969) $355,830,037
</TABLE>
<TABLE>
<CAPTION>
MATURITY MARKET
VALUE VALUE
<S> <C> <C>
SHORT-TERM INVESTMENTS (15.2%)
Repurchase Agreements (15.2%)
Goldman Sachs, 4.750% purchased
10/25/94 (Collateralized by
$22,449,377, FNMA Pool
#238575, 5.054%, 3/1/33)
maturing 11/01/94 (Cost
$22,000,000) $22,020,320 $ 22,000,000
PaineWebber, Inc., 4.700%
purchased 10/31/94
(Collateralized by
$34,520,000, U.S. Treasury
Notes, 5.125%, 6/30/98 and
$8,700,000, U.S. Treasury
Notes, 5.875%, 5/31/96)
maturing 11/01/94 (Cost
$41,099,000) 41,104,366 41,099,000
TOTAL SHORT-TERM INVESTMENTS
(Cost $63,099,000) 63,099,000
TOTAL INVESTMENTS
(Cost $344,361,969) 418,929,037
FOREIGN CURRENCY HOLDINGS
(Cost $1,000,000) (0.2%) 1,002,492
OTHER ASSETS AND LIABILITIES--
NET (-0.8%) (3,247,462)
NET ASSETS (100%) $416,684,067
NOTES TO SCHEDULE OF INVESTMENTS:
(a) The cost of investments for federal income tax purposes is identical.
Gross unrealized appreciation and depreciation on investments, based on
identified tax cost, at October 31, 1994 are as follows:
Gross unrealized appreciation $79,861,041
Gross unrealized depreciation $(5,293,973)
Net unrealized appreciation $74,567,068
(b) Non-income-producing security.
<PAGE>
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the year)
</TABLE>
<TABLE>
<CAPTION>
Year Ended October 31,
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year $ 9.00 $ 7.60 $ 8.18 $ 6.52 $ 7.67 $ 6.53 $ 7.55 $ 9.13 $ 7.47 $ 6.30
Income from investment
operations
Investment income--net (0.00) (0.06) (0.01) 0.08 0.08 0.16 0.18 0.02 0.14 0.15
Net gains (losses) on
investments and foreign
currency related
transactions 0.23 1.89 0.42 2.24 (0.80) 1.21 0.19 0.04 2.15 1.10
Net commissions paid on fund
share sales (a) 0 0 0 0 0 0 0 0 (0.08) (0.03)
Total from investment
operations 0.23 1.83 0.41 2.32 (0.72) 1.37 0.37 0.06 2.21 1.22
Less distributions from: (b)
Investment income--net 0 0 (0.01) (0.16) (0.18) (0.18) (0.14) (0.13) (0.11) (0.05)
In excess of investment
income--net 0 (0.03) (0.05) 0 0 0 0 0 0 0
Realized gains on
investments and foreign
currency related
transactions--net (1.66) (0.40) (0.93) (0.50) (0.25) (0.05) (1.25) (1.51) (0.44) 0
In excess of realized gains
on investments and foreign
currency related
transactions--net (0.03) 0 0 0 0 0 0 0 0 0
Total distributions (1.69) (0.43) (0.99) (0.66) (0.43) (0.23) (1.39) (1.64) (0.55) (0.05)
Net asset value,
end of year $ 7.54 $ 9.00 $ 7.60 $ 8.18 $ 6.52 $ 7.67 $ 6.53 $ 7.55 $ 9.13 $ 7.47
Total return (c) 3.55% 24.97% 6.38% 38.77% (10.05%) 21.74% 7.73% 0.15% 31.38% 19.54%
Ratios/supplemental data
Ratios to average net
assets:
Operating and management
expenses 1.73% 1.83% 1.58% 1.52% 1.65% 1.59% 1.69% 2.12% 0.98% 1.00%
Investment income--net (0.17%) (0.57%) (0.15%) 0.99% 1.64% 2.06% 2.14% 0.23% 1.63% 2.26%
Portfolio turnover rate 68% 65% 62% 86% 30% 40% 89% 104% 104% 109%
Net assets end of year
(thousands) $416,684 $403,693 $321,794 $339,359 $234,060 $329,994 $328,205 $298,748 $303,994 $213,314
</TABLE>
(a) Prior to June 30, 1987, net commissions paid on new sales of shares under
the Fund's Rule 12b-1 Distribution plan had been treated for both financial
statement and tax purposes as capital charges. On June 11, 1987, the
Securities and Exchange Commission adopted a Rule which required for
financial statements for periods ended on or after June 30, 1987, that net
commissions paid under Rule 12b-1 Distribution Plans be treated as operating
expenses rather than as capital charges. Accordingly, beginning with fiscal
year ended October 31, 1987, the Fund's financial statements reflect 12b-1
Distribution Plan expenses (i.e., shareholder service fees plus commissions
paid net of deferred sales charges received by the Fund) as a component of
the net investment income section of the financial highlights.
(b) Effective November 1, 1993 the Fund adopted Statement of Position 93-2:
Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distribution by Investment Companies. As a
result, distribution amounts exceeding book basis net investment income (or
tax basis net income on a temporary basis) are presented as "Distributions in
excess of investment income-net". Similarly, capital gain distributions in
excess of book basis capital gains (or tax basis capital gains on a temporary
basis) are presented as "Distributions in excess of realized capital gains".
From January 31, 1990 until the date of adoption of the Statement of
Position, distribution amounts exceeding book basis net investment income
were presented as "distributions from paid-in capital."
(c) Without contingent deferred sales charge (CDSC).
See Notes to Financial Statements.
<PAGE>
STATEMENT OF ASSETS AND LIABILITIES--
October 31, 1994
Assets:
Investments at market value (Note 1):
Long-term investments (identified cost
$281,262,969) $355,830,037
Repurchase agreements 63,099,000
Foreign currency holdings (identified cost--
$1,000,000) (Note 1) 1,002,492
Total investments and foreign currency (identified
cost $345,361,969) 419,931,529
Cash 486
Receivable for:
Investments sold 8,796,383
Fund shares sold 5,185,668
Dividends and interest 282,732
Forward foreign currency exchange contracts
(Notes 1 and 5) 18,850,000
Refundable foreign tax withholding 66,702
Other assets 35,509
Total assets $453,149,009
Liabilities:
Payable for:
Investments purchased 16,792,981
Fund shares redeemed 129,734
Forward foreign currency exchange contracts
(Notes 1 and 5) 19,432,841
Accrued expenses and liabilities (Notes 2 and 4) 109,386
Total liabilities 36,464,942
Net assets $416,684,067
Net assets represented by (Notes 1 and 5):
Paid-in capital $342,118,059
Undistributed investment income--net (Note 1) 571,945
Net unrealized appreciation (depreciation) on:
Investments and foreign currency holdings 74,569,560
Foreign currency related transactions (575,497)
Total net assets applicable to outstanding
shares of beneficial interest ($7.54 a share on
55,279,044 shares outstanding) (Note 2) $416,684,067
See Notes to Financial Statements.
STATEMENT OF OPERATIONS--
Year Ended October 31, 1994
<TABLE>
<S> <C> <C>
Investment income (Note 1):
Dividends (Net of foreign withholding
taxes of $65,975) $ 4,345,867
Interest 1,765,098
Total income 6,110,965
Expenses (Notes 2 and 4):
Management fee $ 2,440,144
Transfer Agent fees 1,184,971
Accounting, auditing and legal 48,684
Custodian fees 270,534
Printing 27,762
Trustees' fees and expenses 43,177
Distribution Plan expenses 2,690,683
Registration fees 31,658
Miscellaneous expenses 23,049
Total expenses 6,760,662
Investment income (loss)--net (Note 1) (649,697)
Realized and unrealized gain (loss) on
investments and foreign currency related
transactions (Notes 1, 3, and 6):
Realized gain on:
Investments 44,424,242
Foreign currency related transactions (733,057)
Realized gain on investments and
foreign currency related
transactions--net
(Notes 1 and 3) 43,691,185
Net change in unrealized appreciation
(depreciation) on:
Investments and foreign currency (29,372,380)
holdings
Foreign currency related transactions (410,401)
Net change in unrealized appreciation
or depreciation (29,782,781)
Net gain (loss) on investments and
foreign currency related transactions 13,908,404
Net increase (decrease) in net assets
resulting from operations $ 13,258,707
</TABLE>
See Notes to Financial Statements.
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
October 31, 1994 October 31, 1993
<S> <C> <C>
Operations:
Investment income (loss)--net (Note 1) $ (649,697) $ (2,072,246)
Realized gain on investments and foreign currency related transactions
(Notes 1 and 3) 43,691,185 33,302,081
Net change in unrealized appreciation or depreciation (29,782,781) 49,237,266
Net increase in net assets resulting from operations 13,258,707 80,467,101
Distributions to shareholders from (Note 1):
In excess of investment income--net 0 (1,271,452)
Realized gain on investments and foreign currency related
transactions--net (76,453,390) (16,952,691)
In excess of realized gain on investments and foreign currency related
transactions--net (1,460,646) 0
Total distributions to shareholders (77,914,036) (18,224,143)
Capital share transactions (Note 2):
Proceeds from shares sold 80,583,329 64,158,377
Payments for shares redeemed (72,254,270) (60,828,912)
Net asset value of shares issued in reinvestment of distributions from:
In excess of investment income--net 0 1,104,543
Realized gain on investments--net and in excess of realized gain on
investments and foreign currency related transactions--net 69,316,863 15,222,067
Net increase in net assets resulting from capital share transactions 77,645,922 19,656,075
Total increase in net assets 12,990,593 81,899,033
Net assets:
Beginning of year 403,693,474 321,794,441
End of year [Including accumulated distributions in excess of investment
income--net as follows: October 31, 1994--($571,945) and October 31,
1993--($7,131)] $416,684,067 $403,693,474
</TABLE>
See Notes to Financial Statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(1.) Significant Accounting Policies
Keystone Custodian Fund, Series K-2 Strategic Growth Fund (the "Fund"), is a
common law trust for which Keystone Management, Inc. ("KMI") is the
Investment Manager and Keystone Custodian Funds, Inc. ("Keystone") is the
Investment Adviser. The Fund is registered under the Investment Company Act
of 1940 as a diversified open-end investment company.
Keystone is a wholly-owned subsidiary of Keystone Group, Inc. ("KGI"), a
Delaware corporation. KGI is privately owned by an investor group consisting
of members of current management of Keystone. Keystone Investor Resource
Center, Inc. ("KIRC"), a wholly-owned subsidiary of Keystone, is the Fund's
transfer agent.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles.
A. Investments are usually valued at the closing sales price, or, in the
absence of sales and for over-the-counter securities, the mean of bid and
asked quotations. Management values the following securities at prices it
deems in good faith to be fair: (a) securities (including restricted
securities) for which complete quotations are not readily available and (b)
listed securities if, in the opinion of management, the last sales price does
not reflect a current value or if no sale occurred. Short-term investments
maturing in sixty days or less are valued at amortized cost (original
purchase cost as adjusted for amortization of premium or accretion of
discount) which when combined with accrued interest approximates market.
Short- term investments maturing in more than sixty days for which market
quotations are readily available are valued at current market value.
Short-term investments maturing in more than sixty days when purchased which
are held on the sixtieth day prior to maturity are valued at amortized cost
(market value on the sixtieth day adjusted for amortization of premium or
accretion of discount) which when combined with accrued interest approximates
market. Investments denominated in a foreign currency are adjusted daily to
reflect changes in exchange rates. Market quotations are not considered to be
readily available for long-term corporate bonds and notes; such investments
are stated at fair value on the basis of valuations furnished by a pricing
service, approved by the Trustee, 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.
A futures contract is an agreement between two parties to buy and sell a
specific amount of a commodity, security, financial instrument, or, in the
case of a stock index, cash at a set price on a future date. Upon entering
into a futures contract the Fund is required to deposit with a broker an
amount ("initial margin") equal to a certain percentage of the purchase price
indicated in the futures contract. Subsequent payments ("variation margin")
are made or received by the Fund each day, as the value of the underlying
instrument or index fluctuates, and are recorded for book purposes as
unrealized gains or losses by the Fund. For federal tax purposes, any 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 complete the obligations of the contract.
B. Securities transactions are accounted for on the trade date. Realized
gains and losses are recorded on the identified cost basis. Interest income
is recorded on the accrual basis and dividend income is recorded on the
ex-dividend date. All discounts are amortized for both financial reporting
and federal income tax purposes. Distributions to shareholders are recorded
at the close of business on the record date.
C. The Fund has qualified, and intends to qualify in the future, as a
regulated investment company under the
<PAGE>
Keystone K-2 Strategic Growth Fund
(Keystone Custodian Fund, Series K-2)
Internal Revenue Code of 1986, as amended ("Internal Revenue Code"). Thus,
the Fund expects to be relieved of any federal income tax liability by
distributing all of its net taxable investment income and net taxable capital
gains, if any, to its shareholders. The Fund intends to avoid excise tax
liability by making the required distributions under the Internal Revenue
Code.
D. For the year ended October 31, 1993, the Fund used the accounting practice
known as equalization by which a portion of the proceeds from sales and costs
of redemption of capital shares (equivalent on a per share basis to the
amount of undistributed net investment income on the date of the
transactions) was credited or charged to undistributed income. As a result,
undistributed net investment income per share was not affected by sales or
redemptions of shares. Effective November 1, 1993 the Fund discontinued
equalization accounting.
E. When the Fund enters into a repurchase agreement ( a purchase of
securities whereby the seller agrees to repurchase the securities at a
mutually agreed upon date and price) the repurchase price of the securities
will generally equal the amount paid by the Fund plus a negotiated interest
amount. The seller under the repurchase agreement will be required to provide
securities ("collateral") to the Fund whose value will be maintained at an
amount not less than the repurchase price, and which generally will be
maintained at 101% of the repurchase price. The Fund monitors the value of
collateral on a daily basis, and if the value of collateral falls below
required levels, the Fund intends to seek additional collateral from the
seller or terminate the repurchase agreement. If the seller defaults, the
Fund would suffer a loss to the extent that the proceeds from the sale of the
underlying securities were less than the repurchase price. Any such loss
would be increased by any cost incurred on disposing of such securities. If
bankruptcy proceedings are commenced against the seller under the repurchase
agreement, the realization on the collateral may be delayed or limited.
Repurchase agreements entered into by the Fund will be limited to
transactions with dealers or domestic banks believed to present minimal
credit risks, and the Fund will take constructive receipt of all securities
underlying repurchase agreements until such agreements expire.
F. In connection with portfolio purchases and sales of securities denominated
in a foreign currency, the Fund may enter into forward foreign currency
exchange contracts ("contracts"). Additionally, from time to time the Fund
may enter into contracts to hedge certain foreign currency assets. Contracts
are recorded at market value 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. In addition to market risk,
the Fund is subject to the credit risk that the other party will not complete
the obligations of the contract.
G. The Fund distributes net investment income and net capital gains, if any,
annually. Distributions from net investment income are based on tax basis net
income. Dividends from taxable net investment income can exceed the Fund's
book basis net investment income. Effective November 1, 1993 the Fund adopted
Statement of Position 93-2: "Determination, Disclosure and Financial
Statement Presentation of Income, Capital Gain and Return of Capital
Distributions by Investment Companies". As a result, the Fund changed the
classification of distributions to shareholders to more clearly reflect the
differences between financial statement amounts available for distribution
and amounts distributed to comply with income tax regulations. Accordingly,
the following reclassifications have been made as of October 31, 1993: a
decrease in paid-in capital of $6,669,465 and corresponding increases in
undistributed investment income-net and undistributed realized gains (losses)
of $2,079,377 and $4,590,088, respectively. Differences between book basis
investment income-net available for distribution and tax basis investment
income-net available for distribution are primarily attributable to
differences in the treatment of 12b-1 Distribution Plan Charges and the
foreign currency gains and losses.
<PAGE>
(2.) Capital Share Transactions
The Trust agreement authorizes the issuance of an unlimited number of shares
of beneficial interest with a par value of $1.00. Transactions in shares of
the Fund were as follows:
Year Ended Year Ended
October 31, 1994 October 31, 1993
Shares sold 10,107,902 7,844,510
Shares redeemed (8,857,902) (7,426,001)
Shares issued in
reinvestment of:
Distributions from
investment income--
net and distributions
in excess of investment
income--net 0 142,155
Distributions from net
realized gains and
distributions in excess
of net realized gains 9,186,809 1,959,082
Net increase 10,436,809 2,519,746
The Fund bears some of the costs of selling its shares under a Distribution
Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the Distribution Plan, the Fund pays Keystone Distributors, Inc.
("KDI"), the principal underwriter and a wholly-owned subsidiary of Keystone,
amounts which in total may not exceed the Distribution Plan maximum.
In connection with the Distribution Plan and subject to the limitations
discussed above, Fund shares are offered for sale at net asset value without
any initial sales charge. From the amounts received by KDI in connection with
the Distribution Plan, and subject to the limitations discussed above, KDI
generally pays brokers or others a commission equal to 4% of the price paid
to the Fund for each sale of Fund shares as well as a shareholder service fee
at a rate of 0.25% per annum of the net asset value of shares sold by such
brokers or others and remaining outstanding on the books of the Fund for
specified periods.
To the extent Fund shares purchased prior to July 8, 1992 are redeemed within
four calendar years of original issuance, the Fund may be eligible to receive
a deferred sales charge from the investor as partial reimbursement for sales
commissions previously paid on those shares. This charge is based on
declining rates, which begin at 4.0%, applied to the lesser of the net asset
value of shares redeemed or the total cost of such shares.
The Distribution Plan provides that the Fund may incur certain expenses which
may not exceed a maximum amount equal to 0.3125% of the Fund's average daily
net assets for any calendar quarter (approximately 1.25% annually) occurring
after the inception of the Distribution Plan. A rule of the National
Association of Securities Dealers, Inc. ("NASD") limits the annual
expenditures, which the Fund may incur under the Distribution Plan to 1%, of
which 0.75% may be used to pay such distribution expenses and 0.25% may be
used to pay shareholder service fees. The NASD Rule also limits the aggregate
amount which the Fund may pay for such distribution costs to 6.25% of gross
share sales since the inception of the Fund's Distribution Plan, plus
interest at the prime rate plus 1% on unpaid amounts thereof (less any
contingent deferred sales charges paid by the shareholders to KDI).
The Fund has operated its Distribution Plan in accordance with both the Plan
and the NASD Rule commencing on July 8, 1992, except that until July 7, 1993,
maximum annual payments with respect to Net Asset Value as represented by
shares sold prior to January 1, 1992 remained at the current rate of 0.3125%
quarterly (approximately 1.25% annually).
KDI intends, but is not obligated, to continue to pay or accrue distribution
charges which exceed current annual payments permitted to be received by KDI
from the Fund. KDI 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
<PAGE>
in the future as, and to the extent that, payment thereof by the Fund would
be within permitted limits. KDI currently intends to seek payment of interest
only on such charges paid or accrued by KDI subsequent to January 1, 1992.
Commencing on July 8, 1992, contingent deferred sales charges applicable to
shares of the Fund issued after January 1, 1992 will, to the extent permitted
by the NASD Rule, be paid to KDI rather than to the Fund.
During the year ended October 31, 1994, the Fund recovered $125,808 in
deferred sales charges. During the year, the Fund paid KDI $2,816,491 under
the Distribution Plan. The amount paid by the Fund under its Distribution
Plan, net of deferred sales charges, was $2,690,683 (0.69% of the Fund's
average daily net asset value on an annualized basis). During the year, KDI
made payments of commissions on new sales and service fees to dealers and
others of $2,918,769. During the year, KDI also received $104,751 in deferred
sales charges.
(3.) Securities Transactions
For the year ended October 31, 1994, purchases and sales of investment
securities were as follows:
Cost of Proceeds
Purchases from Sales
Portfolio securities $ 239,475,430 $ 282,957,796
Short-term investments 8,190,256,618 8,143,669,818
$8,429,732,048 $8,426,627,614
(4.) Investment Management and Transactions with Affiliates
Under the terms of the Investment Management Agreement between KMI and the
Fund, dated December 29, 1989, KMI provides investment management and
administrative services to the Fund. In return, KMI is paid a management fee
computed and paid daily. The management fee is determined by applying
percentage rates, starting at 0.70% and declining as net assets increase to
0.35% per annum, to the net asset value of the Fund. KMI has entered into an
Investment Advisory Agreement with Keystone, dated December 30, 1989, under
which Keystone provides investment advisory and management services to the
Fund and receives for its services an annual fee representing 85% of the
management fee received by KMI.
For the year ended October 31, 1994, the Fund paid or accrued to KMI
investment management and administrative services fees of $2,440,144 which
represented 0.62%, annualized of the Fund's average net assets. Of such
amount paid to KMI, $2,074,122 was paid to Keystone for its services to the
Fund.
For the year ended October 31, 1994, the Fund paid or accrued to KIRC and KDI
$22,660 for certain accounting services and $1,184,971 to KIRC for
shareholder services.
(5.) Forward Foreign Currency Exchange Contract Transactions
At October 31, 1994, the Fund had entered into the following currency
exchange contracts that obligate the Fund to deliver currencies at specified
future dates. The unrealized depreciation of $582,841 on these contracts is
included in the accompanying financial statements. The terms of the open
contracts are as follows:
Exchange Currency to U.S. $ value Currency to U.S. value
dates be delivered as of 10/31/94 be received as of 10/31/94
11/07/94 1,881,644,700 18,850,000
Japanese Yen 19,432,841 U.S. $ 18,850,000
Federal Tax Status--Fiscal 1994 Distributions (Unaudited)
For the fiscal year ended October 31, 1994 a capital gain distribution of
$1.69 per share was paid, all of which is considered long term. The
distribution is taxable to shareholders in the year in which received by them
or credited to their accounts.
In January 1995, we will send you complete information on the distributions
paid during the calendar year to help you in completing your federal tax
return.
<PAGE>
Keystone K-2 Strategic Growth Fund
(Keystone Custodian Fund, Series K-2)
INDEPENDENT AUDITORS' REPORT
The Trustees and Shareholders
Keystone Custodian Fund, Series K-2
We have audited the accompanying statement of assets and liabilities of
Keystone Custodian Fund, Series K-2, including the schedule of investments,
as of October 31, 1994, 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 October 31, 1994 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 Custodian Fund, Series K-2, as of October 31, 1994, 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.
Boston, Massachusetts
December 2, 1994 KPMG PEAT MARWICK LLP
<PAGE>
KEYSTONE CUSTODIAN FUND, SERIES K-2
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Item 24(a). Financial Statements
All Financial Statements listed below are included in the
Registrant's Statement of Additional Information.
Schedule of Investments Year ended
October 31, 1994
Financial Highlights For fiscal years ended
October 31, 1985
through
Ocober 31, 1994
Statement of Assets and Liabilities October 31, 1994
Statement of Operations Year ended
October 31, 1994
Statement of Changes in Net Assets Two years ended
October 31, 1994
Notes to Financial Statements
Independent Auditors' Report
dated December 2, 1994
All other schedules are omitted as the required information is inapplicable.
<PAGE>
Item 24(b). Exhibits
(1) A copy of the form of Amendment to the Declaration of Trust, which
restates the Declaration of Trust in its entirety, was filed with
Post-Effective Amendment No. 88 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(1) and is incorporated by reference
herein.
(2) A copy of Registrant's By-Laws was filed with Post-Effective Amendment No.
88 to Registration Statement No. 2-10660/811-97 as Exhibit 24(b)(2) and is
incorporated by reference herein.
(3) Not applicable.
(4) A copy of the form of Registrant's Share Certificate was filed with
Post-Effective Amendment No. 26 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(4) and is incorporated by reference
herein.
(5) (A) A copy of the form of Investment Management Agreement between
Registrant and Keystone Management, Inc. was filed with
Post-Effective Amendment No. 97 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(5)(A) and is incorporated by
reference herein.
(B) A copy of the form of Investment Advisory Agreement between Keystone
Management, Inc. and Keystone Custodian Funds, Inc. was filed with
Post-Effective Amendment No. 97 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(5)(B) and is incorporated by
reference herein.
(6) A copy of the form of Principal Underwriting Agreement between Registrant
and Keystone Distributors, Inc. was filed with Post-Effective Amendment
No. 97 to Registration Statement No. 2-10660/811-97 as Exhibit 24(b)(6)
and is incorporated by reference herein. A copy of the form of Dealer
Agreement used by Keystone Distributors, Inc. was filed with
Post-Effective Amendment No. 90 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(6)(a) and is incorporated by reference
herein.
(7) Not applicable.
(8) A copy of the Custodian, Fund Accounting and Recordkeeping Agreement
between Registrant and State Street Bank and Trust Company of Boston was
filed with Post-Effective Amendment No. 69 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(8) and is incorporated by reference
herein. Copies of Amendment Nos. 1-7 to said Agreement were filed with
Post- Effective Amendment No. 94 to Registration Statement No. 2-
10660/811-97 and are incorporated by reference herein.
<PAGE>
(9) Not applicable.
(10) An opinion and consent of counsel as to the legality of the securities
registered hereunder by the Fund were filed with Registrant's Rule 24f-2
Notice on December 26, 1994 and are
incorporated by reference herein.
(11) Consent as to use of opinion of Registrant's Independent Auditors is filed
herewith.
(12) Not applicable.
(13) Not applicable.
(14) Copies of model plans used in the establishment of retirement plans in
connection with which the Fund offers its securities were filed with
Post-Effective Amendment No. 66 to the Registration Statement No.
2-10527/811-93 as Exhibit 24(b)(14) and are incorporated by reference
herein.
(15) A copy of Registrant's Distribution Plan pursuant to Rule 12b- 1 was filed
with Post-Effective Amendment No. 88 to Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(15) and is incorporated by reference
herein.
(16) Schedules for computation of total return and current yield are filed
herewith.
(17) A financial data schedule is filed herewith.
(18) Powers of Attorney are filed herewith.
<PAGE>
Item 25. Persons Controlled by or under Common Control with
Registrant
Not applicable.
Item 26. Number of Holders of Securities
Number of Record
Title of Class Holders as of January 31, 1995
-------------- ------------------------------
Shares of $1.00 34,456
Par Value
Item 27. Indemnification
Provisions for the indemnification of Registrant's Trustees and officers
are contained in Article VIII of Registrant's Restatement of Trust Agreement, a
copy of which was filed with Post-Effective Amendment No. 88 to Registration
Statement No. 2- 10660/811-97 as Exhibit 24(b)(1), and is incorporated by
reference herein.
Provisions for the indemnification of Keystone Distributors, Inc.,
Registrant's Principal Underwriter, are contained in Section 9 of the Principal
Underwriting Agreement between Registrant and Keystone Distributors, Inc., a
copy of which was filed with Registration Statement No. 2-10660/811-97 as
Exhibit 24(b)(6) and is incorporated by reference herein.
Provisions for the indemnification of Keystone Custodian Funds, Inc. and
Keystone Management, Inc., Registrant's investment adviser and manager,
respectively, are contained in Section 5 of the Investment Advisory Agreement
between Keystone Management, Inc. and Keystone Custodian Funds, Inc. and Section
6 of the Investment Management Agreement Inc. between Keystone Management, Inc.
and Registrant, copies of which was filed with Registration Statement No.
2-10660/811-97 as Exhibit 24(b)(5)(A) and 24(b)(5)(B), respectively, and are
incorporated by reference herein.
<PAGE>
Item 28. Business and other Connections of Investment Adviser
The following tables list the names of the various officers and
directors of Keystone Managment, Inc. and Keystone Custodian Funds,
Inc., Registrant's investment manager and adviser, respectively, and
their respective positions. For each named individual, the tables
list, for at least the past two fiscal years, (i) any other
organizations (for Keystone Custodian Funds, Inc., excluding
investment advisory clients) with which the officer and/or director
has had or has substantial involvement; and (ii) positions with such
organizations.
<PAGE>
2/2/95
LIST OF OFFICERS AND DIRECTORS OF KEYSTONE MANAGEMENT, INC.
Position with
Keystone Other
Management, Business
Name Inc. Affiliations
- ---- ------------ ------------
Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Executive Officer,
Chief Execu- President and Director:
tive Officer, Keystone Group, Inc.
President and Keystone Custodian
Director Funds, Inc.
Keystone Software, Inc.
Keystone Asset
Corporation
Keystone Capital
Corporation
Keystone Group Funds
Chairman of the Board and
Director:
Keystone Investment
Management Corporation
Keystone Fixed Income
Advisers, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment
Company, Inc.
Keystone Investor
Resource Center, Inc.
Robert Van Partners,
Inc.
Boston Children's
Services Association
Fiduciary Investment
Company, Inc.
Associate:
Middlesex School
Middlebury College
Keystone Distributors,
Inc.
Former Trustee or
Director:
Neworld Bank
<PAGE>
Position with
Keystone Other
Management, Business
Name Inc. Affiliations
- ---- ------------ ------------
Edward F. Godfrey Treasurer and Senior Vice President,
Director Chief Financial Officer,
Treasurer and Director:
Keystone Group, Inc.
Keystone Custodian
Funds, Inc.
Keystone Distributors,
Inc.
Treasurer:
Keystone Investment
Management Corporation
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Treasurer and Director:
Hartwell Keystone
Advisers, Inc.
Senior Vice President:
Keystone Group Funds
Ralph J. Director President and Director:
Spuehler, Jr. Keystone Distributors,
Inc.
Director:
Keystone Investor
Resource Center, Inc.
Keystone Custodian
Funds, Inc.
Senior Vice President and
Director:
Keystone Group, Inc.
Treasurer:
Hartwell Emerging Growth
Fund
Hartwell Growth Fund
Former President:
Keystone Management,
Inc.
Former Treasurer:
Keystone Group, Inc.
The Kent Funds
Keystone Custodian
Funds, Inc.
<PAGE>
Position with
Keystone Other
Management, Business
Name Inc. Affiliations
- ---- ------------ ------------
Rosemary D. Van Senior Vice Senior Vice President,
Antwerp President, General Counsel and
General Counsel Director:
and Secretary Fiduciary Investment
Company, Inc.
Keystone Group, Inc.
Keystone Investor
Resource Center, Inc.
Keystone Distributors,
Inc.
Keystone Software, Inc.
Senior Vice President and
General Counsel:
Keystone Investment
Management Corporation
Senior Vice President and
Secretary:
Hartwell Keystone
Advisers, Inc.
Vice President and
Secretary:
Keystone Fixed Income
Advisers, Inc.
Former Assistant
Secretary:
The Kent Funds
Kevin Morrissey Assistant Vice President:
Treasurer Keystone Group, Inc.
Treasurer:
Fiduciary Investment
Company, Inc.
Former Assistant
Treasurer:
The Kent Funds
J. Kevin Kenely Vice President Vice President and
and Controller Controller:
Keystone Group, Inc.
Keystone Custodian
Funds, Inc.
Keystone Distributors,
Inc.
Keystone Investment
Management Corporation
<PAGE>
Position with
Keystone Other
Management, Business
Name Inc. Affiliations
- ---- ------------ ------------
J. Kevin Kenely (con't) Hartwell Keystone
Advisers, Inc.
Fiduciary Investment
Company, Inc.
Keystone Software, Inc.
Jean Susan Assistant Vice President and
Loewenberg Secretary Counsel:
Keystone Group, Inc.
Vice President and
Secretary:
Keystone Trust Company
Secretary:
Keystone Investor
Resource Center, Inc.
Clerk:
Keystone Asset
Corporation
Keystone Capital
Corporation
Keystone Fixed Income
Advisers, Inc.
Keystone Investment
Management Corporation
Fiduciary Investment
Company, Inc.
Assistant Secretary:
Keystone Group Funds
Hartwell Keystone
Advisers, Inc.
Keystone Software, Inc.
Keystone Distributors,
Inc.
Keystone Custodian
Funds, Inc.
<PAGE>
1/26/95
LIST OF OFFICERS AND DIRECTORS OF KEYSTONE CUSTODIAN FUNDS, INC.
Position with
Keystone Other
Custodian Business
Name Funds, Inc. Affiliations
- ---- ----------- ------------
Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Chief Executive Officer,
Chief Executive President and Director:
Officer, Vice Keystone Group, Inc.
Chairman and Keystone Management,
Director Inc.
Keystone Software, Inc.
Keystone Trust Company
Director or Trustee:
Fiduciary Investment
Company, Inc.
Keystone Distributors,
Inc.
Keystone Investor
Resource Center, Inc.
Robert Van Partners,
Inc.
Boston Children's
Services Associates
Middlesex School
Middlebury College
Formerly Trustee:
Neworld Bank
Philip M. Byrne Director President and Director:
Keystone Investment
Management Corporation
Senior Vice President:
Keystone Group, Inc.
<PAGE>
Position with
Keystone Other
Custodian Business
Name Funds, Inc. Affiliations
- ---- ----------- ------------
Herbert L. Senior Vice None
Bishop, Jr. President
Donald C. Dates Senior Vice None
President
Gilman Gunn Senior Vice None
President
Edward F. Director, Director, Senior Vice
Godfrey Senior Vice Chief Financial
President, Treasurer:
Treasurer and Keystone Group, Inc.
Chief Financial Keystone
Officer Distributors,Inc.
Treasurer:
Keystone Investment
Management Corporation
Keystone Management,
Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Treasurer and Director:
Hartwell Keystone
Advisers, Inc.
James R. McCall Director and None
President
Ralph J. Director President and Director:
Spuehler, Jr. Keystone
Distributors,Inc.
Senior Vice President and
Director:
Keystone Group, Inc.
Treasurer:
Hartwell Emerging Growth
Fund, Inc.
Hartwell Growth
Fund,Inc.
Director:
Keystone Investor
Resource Center, Inc.
Keystone Management,
Inc.
<PAGE>
Position with
Keystone Other
Custodian Business
Name Funds, Inc. Affiliations
- ---- ----------- ------------
Ralph J. Formerly President:
Spuehler, Jr. (con't) Keystone Management,
Inc.
Formerly Treasurer:
The Kent Funds
Keystone Group, Inc.
Keystone Custodian
Funds, Inc.
Rosemary D. Senior Vice General Counsel, Senior
Van Antwerp President, Vice President and
General Counsel Secretary:
and Secretary Keystone Group, Inc.
Senior Vice President and
General Counsel:
Keystone Investment
Management Corporation
Senior Vice President,
General Counsel and
Director:
Keystone Investor
Resource Center, Inc.
Fiduciary Investment
Company, Inc.
Keystone Distributors,
Inc.
Keystone Management,
Inc.
Keystone Software, Inc.
Senior Vice President and
Secretary:
Hartwell Keystone
Advisers, Inc.
Vice President and
Secretary:
Keystone Fixed Income
Advisers, Inc.
Formerly Assistant
Secretary:
The Kent Funds
Harry Barr Vice President None
Robert K. Vice President None
Baumback
<PAGE>
Position with
Keystone Other
Custodian Business
Name Funds, Inc. Affiliations
- ---- ----------- ------------
Betsy A. Blacher Vice President None
Francis X. Claro Vice President None
Kristine R. Vice President None
Cloyes
Christopher P. Vice President None
Conkey
Richard Cryan Vice President None
Maureen E. Vice President None
Cullinane
George E. Dlugos Vice President None
Antonio T. Docal Vice President None
Christopher R. Vice President None
Ely
Roland Gillis Vice President None
Robert L. Hockett Vice President None
Sami J. Karam Vice President None
Donald M. Keller Vice President None
George J. Kimball Vice President None
JoAnn L. Lydon Vice President None
John C. Vice President None
Madden, Jr.
Stephen A. Marks Vice President None
Eleanor H. Marsh Vice President None
Walter T. Vice President None
McCormick
Barbara McCue Vice President None
<PAGE>
Position with
Keystone Other
Custodian Business
Name Funds, Inc. Affiliations
- ---- ----------- ------------
Stanley M. Niksa Vice President None
Robert E. O'Brien Vice President None
Margery C. Parker Vice President None
William H. Vice President None
Parsons
Daniel A. Rabasco Vice President None
David L. Smith Vice President None
Kathy K. Wang Vice President None
Judith A. Warners Vice President None
Marcia Waterman Vice President None
J. Kevin Kenely Vice President None
Joseph J. Vice President None
Decristofaro
Jean Susan Assistant Vice President and
Loewenberg Secretary Counsel:
Keystone Group, Inc.
Vice President and
Secretary:
Keystone Trust Company
Secretary:
Keystone Investor
Resource Center, Inc.
Assistant Secretary:
Keystone Asset
Corporation
Keystone Capital
Corporation
Keystone Distributors,
Inc.
Keystone Fixed Income
Advisers, Inc.
Keystone Management,
Inc.
Keystone Software, Inc.
Hartwell Keystone
Advisers, Inc.
<PAGE>
Position with
Keystone Other
Custodian Business
Name Funds, Inc. Affiliations
- ---- ----------- ------------
Position with
Jean Susan Clerk:
Loewenberg (con't) Keystone Investment
Management Corporation
Fiduciary Investment
Company, Inc.
Assistant Secretary:
Hartwell Keystone
Advisers, Inc.
Keystone Distributors,
Inc.
Colleen L. Assistant Assistant Secretary:
Mette Secretary Keystone Distributors,
Inc.
Keystone Group, Inc.
Kevin J. Assistant Vice President:
Morrissey Treasurer Keystone Group, Inc.
Assistant Treasurer:
Fiduciary Investment
Company, Inc.
Formerly Assistant
Treasurer:
The Kent Funds
<PAGE>
Item 29. Principal Underwriters
(a) Keystone Distributors, Inc., which acts as Registrant's principal
underwriter, also acts as principal underwriter for the following
entities:
Keystone America Hartwell Emerging Growth Fund
Keystone America Hartwell Growth Fund
Keystone Custodian Fund, Series B-1
Keystone Custodian Fund, Series B-2
Keystone Custodian Fund, Series B-4
Keystone Custodian Fund, Series K-1
Keystone Custodian Fund, Series S-1
Keystone Custodian Fund, Series S-3
Keystone Custodian Fund, Series S-4
Keystone America Capital Preservation and Income Fund
Keystone America Fund for Total Return
Keystone America Fund of the Americas
Keystone America Global Opportunities Fund
Keystone America Government Securities Fund
Keystone America Intermediate Term Bond Fund
Keystone America Omega Fund, Inc.
Keystone America State Tax Free Fund
Keystone America State Tax Free Fund - Series II
Keystone America Strategic Income Fund
Keystone America Tax Free Income Fund
Keystone America World Bond Fund
Keystone Tax Free Fund
Keystone Tax Exempt Trust
Keystone Liquid Trust
Keystone International Fund Inc.
Keystone Precious Metals Holdings, Inc.
Keystone Strategic Development Fund
Master Reserves Trust
(b) For information with respect to each officer and director of
Registrant's acting principal underwriter, see the following pages.
<PAGE>
Item 29(b) (continued).
Position and
Name and Principal Position and Offices with Offices with
Business Address Keystone Distributors, Inc. the Fund
- ---------------- --------------------------- ------------
Ralph J. Spuehler* Director, President None
Edward F. Godfrey* Director, Senior Vice Senior Vice
President, Treasurer President
and Chief Financial
Officer
Rosemary D. Van Antwerp Director, Senior Vice Senior Vice
President, General Counsel President
and Secretary
Albert H. Elfner, III* Director President
Charles W. Carr* Senior Vice President None
Peter M. Delehanty* Senior Vice President None
J. Kevin Kenely* Vice President and None
Controller
Frank O. Gebhardt Divisional Vice None
2626 Hopeton President
San Antonio, TX 78230
C. Kenneth Molander Divisional Vice None
8 King Edward Drive President
Londenderry, NH 03053
David S. Ashe Regional Manager and None
32415 Beaconsfield Vice President
Birmingham, MI 48025
David E. Achzet Regional Vice President None
60 Lawn Avenue -
Greenway 27
Stamford, CT 06902
William L. Carey, Jr. Regional Manager and None
4 Treble Lane Vice President
Malvern, PA 19355
John W. Crites Regional Manager and None
2769 Oakland Circle W. Vice President
Aurora, CO 80014
<PAGE>
Item 29(b) continued
Position and
Name and Principal Position and Offices with Offices with
Business Address Keystone Distributors, Inc. the Fund
- ---------------- --------------------------- ------------
Richard J. Fish Regional Vice President None
309 West 90th Street
New York, NY 10024
Michael E. Gathings Regional Manager and None
245 Wicklawn Way Vice President
Roswell, GA 30076
Robert G. Holz, Jr. Regional Manager and None
313 Meadowcrest Drive Vice President
Richardson, Texas 75080
Todd L. Kobrin Regional Manager and None
20 Iron Gate Vice President
Metuchen, NJ 08840
Ralph H. Johnson Regional Manager and None
345 Masters Court, #2 Vice President
Walnut Creek, CA 94598
Paul J. McIntyre Regional Manager and None
Vice President
Dale M. Pelletier Regional Manager and None
464 Winnetka Ave. Vice President
Winnetka, IL 60093
Juliana Perkins Regional Manager and None
2348 West Adrian Street Vice President
Newbury Park, CA 91320
Matthew D. Twomey Regional Manager and None
9627 Sparrow Court Vice President
Ellicott City, MD 21042
Mitchell I. Weiser Regional Manager and None
7031 Ventura Court Vice President
Parkland, FL 33067
Welden L. Evans Regional Banking Officer None
490 Huntcliff Green and Vice President
Atlanta, GA 30350
Russell A. Haskell* Vice President None
Robert J. Matson* Vice President None
<PAGE>
Item 29(b) continued
Position and
Name and Principal Position and Offices with Offices with
Business Address Keystone Distributors, Inc. the Fund
- ---------------- --------------------------- ------------
John M. McAllister* Vice President None
Gregg A. Mahalich Vice President None
14952 Richards Drive W.
Minnetonka, MN 55345
Burton Robbins Vice President None
1586 Folkstone Terrace
Westlake Village, CA
91361
Thomas E. Ryan, III* Vice President None
Peter Willis* Vice President None
Raymond P. Ajemian* Manager and Vice President None
Joan M. Balchunas* Assistant Vice President None
Thomas J. Gainey* Assistant Vice President None
Eric S. Jeppson* Assistant Vice President None
Julie A. Robinson* Assistant Vice President None
Peter M. Sullivan Assistant Vice President None
21445 Southeast 35th Way
Issaquah, WA 98027
Jean S. Loewenberg* Assistant Secretary Assistant
Secretary
Colleen L. Mette* Assistant Secretary Assistant
Secretary
Dorothy E. Bourassa* Assistant Secretary Assistant
Secretary
* Located at 200 Berkeley Street, Boston, Massachusetts 02116-5034
Item 29(c). - Not applicable
<PAGE>
Item 30. Location of Accounts and Records
200 Berkeley Street
Boston, Massachusetts 02116-5034
Keystone Investor Resource Center, Inc.
101 Main Street
Cambridge, Massachusetts 02142-1519
Data Vault, Inc.
3431 Sharp Slot Road
Swansea, Massachusetts 02171
State Street Bank and Trust Company
1776 Heritage Drive
Quincy, Massachusetts 02171
Item 31. Management Services
Not Applicable.
Item 32. Undertakings
Upon request and without charge, Registrant hereby undertakes to
furnish a copy of its latest annual report to shareholders to each
person to whom a copy of Registrant's propsectus is delivered.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for the effectiveness of this Amendment to its Registation
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, in The
Commonwealth of Massachusetts, on the 28th day of February, 1995.
KEYSTONE CUSTODIAN FUND, SERIES K-2
(Registrant)
By:/s/ George S. Bissell
------------------------
George S. Bissell*
Chairman of the Board
*By:/s/ Melina M. T. Murphy
------------------------
Melina M. T. Murphy**
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 28th day of February, 1995.
SIGNATURES TITLE
- ---------- -----
/s/ George S. Bissell Trustee and Chairman of the Board
- ------------------------
George S. Bissell*
/s/ Albert H. Elfner, III President, Chief Executive Officer
- ------------------------ and Trustee
Albert H. Elfner, III*
/s/ Kevin J. Morrissey Treasurer (Principal Financial
- ------------------------ and Accounting Officer)
Kevin J. Morrissey*
*By:/s/ Melina M. T. Murphy
------------------------
Melina M. T. Murphy**
Attorney-in-Fact
<PAGE>
SIGNATURES TITLE
- ---------- -----
/s/ Frederick Amling Trustee
- --------------------------
Frederick Amling*
/s/ Charles A. Austin, III Trustee
- --------------------------
Charles A. Austin, III*
/s/ Edwin D. Campbell Trustee
- --------------------------
Edwin D. Campbell*
/s/ Charles F. Chapin Trustee
- --------------------------
Charles F. Chapin*
/s/ K. Dun Gifford Trustee
- --------------------------
K. Dun Gifford*
/s/ Leroy Keith, Jr. Trustee
- --------------------------
Leroy Keith, Jr.*
/s/ F. Ray Keyser, Jr. Trustee
- --------------------------
F. Ray Keyser, Jr.*
/s/ David M. Richardson Trustee
- --------------------------
David M. Richardson*
/s/ Richard J. Shima Trustee
- --------------------------
Richard J. Shima*
/s/ Andrew J. Simons Trustee
- --------------------------
Andrew J. Simons*
*By/s/ Melina M. T. Murphy
--------------------------
Melina M. T. Murphy**
Attorney-in-Fact
** Melina M. T. Murphy, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named individuals pursuant to powers of
attorney duly executed by such persons and attached hereto as Exhibit 24(b)(18).
<PAGE>
INDEX TO EXHIBITS
Page Number
In Sequential
Exhibit Number Exhibit Numbering
- -------------- ------- ---------
System
- ------
1 Restatement of Trust(4)
2 By-Laws(4)
4 Specimen Stock Certificate(1)
5 (A) Management Agreement(7)
(B) Advisory Agreement(7)
6 Principal Underwriting Agreement
Dealers Agreement(5)
8 Custodian, Fund Accounting and
Recordkeeping Agreement(3)
Amendments to Custody Agreement(6)
10 Opinion and Consent of Counsel(8)
11 Independent Auditors' Consent
14 Model Retirement Plans(2)
15 Distribution Plan(4)
16 Performance Data Schedules
17 Financial Data Schedule
18 Powers of Attorney
- ----------------------------------
(1) Incorporated herein by reference to Post-Effective
Amendment No. 26 to Registration Statement No. 2-10660/811-97.
(2) Incorporated herein by reference to Post-Effective
Amendment No. 66 to Registration Statement No. 2-10527/811-96.
(3) Incorporated herein by reference to Post-Effective
Amendment No. 69 to Registrant Statement No. 2-10660/811-97.
(4) Incorporated herein by reference to Post-Effective
Amendment No. 88 to Registration Statement No. 2-10660/811-97.
<PAGE>
INDEX TO EXHIBITS (continued).
(5) Incorporated herein by reference to Post-Effective
Amendment No. 90 to Registration Statement No. 2-10660/811-97.
(6) Incorporated herein by reference to Post-Effective
Amendment No. 94 to Registration Statement No. 2-10660/811-97.
(7) Incorporated herein by reference to Post-Effective
Amendment No. 96 to Registration Statement No. 2-10660/811-97.
(8) Incorporated herein by reference to Registrant's Rule 24f-2
Notice filed December 26, 1994.
<PAGE>
Exhibit 99.24(b)(11)
Consent of Independent Auditors
The Trustees and Shareholders
Keystone Custodian Fund, Series K-2
We consent to the use of our report dated December 2, 1994 included herein
and to the reference to our firm under the captions "FINANCIAL HIGHLIGHTS" in
the Prospectus and "ADDITIONAL INFORMATION" in the Statement of Additional
Information.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
February 28, 1995
<PAGE>
Exhibit 99.24(b)(16)
<TABLE>
<CAPTION>
K2 MTD YTD ONE YEAR THREE YEAR THREE YEAR FIVE YEAR FIVE YEAR TEN YEAR ]
31-Oct-94 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
with cdsc N/A -0.38% 1.04% 36.74% 10.99% 71.85% 11.44% 254.48% 13.49%
W/O CDSC 1.89% 2.34% 3.55% 37.66% 11.24% 71.85% 11.44% 254.48% 13.49%
Beg dates 30-Sep-94 31-Dec-93 29-Oct-93 31-Oct-91 31-Oct-91 31-Oct-89 31-Oct-89 31-Oct-84 31-Oct-84
Beg Value (no load) 47,354 47,146 46,595 35,049 35,049 28,077 28,077 13,612 13,612
End Value (W/O CDSC) 48,250 48,250 48,250 48,250 48,250 48,250 48,250 48,250 48,250
End Value (with cdsc) 46,967 47,079 47,927 47,927 48,250 48249.97932 48,250 48249.97932
beg nav 7.40 8.31 9.00 8.18 8.18 7.67 7.67 6.30 6.3
end nav 7.54 7.54 7.54 7.54 7.54 7.54 7.54 7.54 7.54
shares originally purhased 6,399.20 5,673.44 5,177.26 4,284.70 4,284.70 3,660.67 3,660.67 2,160.57 2,160.57
</TABLE>
<PAGE>
Exhibit 99.24(b)(18)
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief
Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser
or Manager and registering from time to time the shares of such companies, and
generally to do all such things in my name and in my behalf to enable such
investment companies to comply with the provisions of the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.
/s/ George S. Bissell
George S. Bissell
Director/Trustee,
Chairman of the Board
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chief Executive Officer and for
which Keystone Custodian Funds, Inc. serves as Adviser or Manager and
registering from time to time the shares of such companies, and generally to do
all such things in my name and in my behalf to enable such investment companies
to comply with the provisions of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange Commission thereunder, hereby ratifying and
confirming my signature as it may be signed by my said attorneys to any and all
registration statements and amendments thereto.
/s/ Albert H. Elfner, III
Albert H. Elfner, III
Director/Trustee,
President and Chief
Executive Officer
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director, Trustee or officer and for which Keystone
Custodian Funds, Inc. serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and in my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Kevin J. Morrissey
Kevin J. Morrissey
Treasurer
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Frederick Amling
Frederick Amling
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Charles A. Austin III
Charles A. Austin III
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Edwin D. Campbell
Edwin D. Campbell
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Charles F. Chapin
Charles F. Chapin
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ K. Dun Gifford
K. Dun Gifford
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Leroy Keith, Jr.
Leroy Keith, Jr.
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ F. Ray Keyser,Jr.
F. Ray Keyser, Jr.
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ David M. Richardson
David M. Richardson
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Richard J. Shima
Richard J. Shima
Director/Trustee
Dated: December 14, 1994
<PAGE>
POWER OF ATTORNEY
I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.
/s/ Andrew J. Simons
Andrew J. Simons
Director/Trustee
Dated: December 14, 1994
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<CIK> 0000055619
<NAME> KEYSTONE CUSTODIAN FUND, SERIES K-2
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> OCT-31-1994
<INVESTMENTS-AT-COST> 345361969
<INVESTMENTS-AT-VALUE> 419931529
<RECEIVABLES> 33181485
<ASSETS-OTHER> 35995
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 453149009
<PAYABLE-FOR-SECURITIES> 16792981
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 19671961
<TOTAL-LIABILITIES> 36464942
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 342118059
<SHARES-COMMON-STOCK> 55279044
<SHARES-COMMON-PRIOR> 44842235
<ACCUMULATED-NII-CURRENT> 571945
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 73994063
<NET-ASSETS> 416684067
<DIVIDEND-INCOME> 4345867
<INTEREST-INCOME> 1765098
<OTHER-INCOME> 0
<EXPENSES-NET> (6760662)
<NET-INVESTMENT-INCOME> (649697)
<REALIZED-GAINS-CURRENT> 43691185
<APPREC-INCREASE-CURRENT> (29782781)
<NET-CHANGE-FROM-OPS> 13258707
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (77914036)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10107902
<NUMBER-OF-SHARES-REDEEMED> (8857902)
<SHARES-REINVESTED> 9186809
<NET-CHANGE-IN-ASSETS> 10436809
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 28172117
<OVERDISTRIB-NII-PRIOR> (2072246)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (2440144)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (6760662)
<AVERAGE-NET-ASSETS> 411677897
<PER-SHARE-NAV-BEGIN> 9.00
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> .23
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (1.66)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.54
<EXPENSE-RATIO> 1.73
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
