KEYSTONE MID CAP GROWTH FUND S-3, 485B24E, 1995-11-27

KEYSTONE MID CAP GROWTH FUND S-3
485B24E, 1995-11-27

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION NOVEMBER 27, 1995.

File No. 2-10663/
811-100

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. 103 [ X ]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 24 [ X ]

KEYSTONE MID-CAP GROWTH FUND (S-3)
(formerly named Keystone Custodian Fund, Series S-3)
(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)

[ ] on (date) pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) 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 October 10, 1995.
<PAGE>

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- - - - - -----------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Per Offering Registration
Registered Registered Unit* Price** Fee
- - - - - -----------------------------------------------------------------
Shares of
$1.00 Par 2,339,034 $9.42 $289,995 $100
Value
- - - - - -----------------------------------------------------------------

* Computed under Rule 457(d) on the basis of the offering price per share at the
close of business on November 14, 1995.

** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2 under the Investment Company Act of 1940. 5,383,518 shares of the
Fund were redeemed during its fiscal year ended August 31, 1995. Of such shares,
3,075,269 were used for a reduction pursuant to Rule 24f-2 during the current
year. The remaining 2,308,249 shares are being used for a reduction in this
filing.

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 most recent
fiscal year ended August 31, 1995 was filed on October 10, 1995.
<PAGE>

KEYSTONE MID-CAP GROWATH FUND (S-3)

CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 103
to
REGISTRATION STATEMENT

This Post-Effective Amendment No. 103 to Registrant's
Registration Statement No. 2-10663/811-100
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

Undertakings

Signatures

Exhibits (including Powers of Attorney)
<PAGE>
KEYSTONE MID-CAP GROWTH FUND (S-3)

Cross-Reference Sheet pursuant to Rule 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

4 Cover Page
The Fund
Investment Objective and Policies
Investment Restrictions

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

13 The Fund
Investment Objective and Policies
Investment Restrictions
Brokerage
Appendix

14 Trustees and Officers

15 Additional Information

16 Sales Charges
Distribution Plan
Investment Manager
Investment Adviser
Principal Underwriter
Additional Information

17 Brokerage

18 The Trust Agreement (see also, Part A, Fund Shares)

19 Valuation of Securities
Distribution Plan

20 Distributions and Taxes

21 Principal Underwriter

22 Standardized Total Return and Yield Quotations

23 Financial Statements
<PAGE>

KEYSTONE MID-CAP GROWTH FUND (S-3)

PART A

PROSPECTUS

<PAGE>

- - - - - ------------------------------------------------------------------------------
PROSPECTUS NOVEMBER 27, 1995
- - - - - ------------------------------------------------------------------------------
KEYSTONE MID-CAP GROWTH FUND (S-3)
200 Berkeley Street, Boston, Massachusetts 02116-5034
Call toll free 1-800-343-2898
- - - - - ------------------------------------------------------------------------------
Keystone Mid-Cap Growth Fund (S-3) (the "Fund") (formerly named Keystone
Custodian Fund, Series S-3) is a mutual fund whose goal is growth of capital.

The Fund invests, under normal circumstances, at least 65% of its total assets
in equity securities of companies with medium market capitalizations.

Your purchase payment is fully invested. There is no sales charge when you buy
the Fund's shares. The Fund may impose 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 pursuant to Rule 12b-1 under the
Investment Company Act of 1940 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 November 27, 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 .............................. 10
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 .................................... 15
Pricing Shares ..................................... 6 Additional Information ......................... 16
Dividends and Taxes ................................ 7 Additional Investment Information ............ (i)
Fund Management and Expenses ....................... 7
- - - - - --------------------------------------------------------------------------------------------------------------
</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 MID-CAP GROWTH FUND (S-3)

The purpose of this 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 .......................................... 0.66%
12b-1 Fees(4) ........................................... 0.27%
Other Expenses .......................................... 0.39%
----
Total Fund Operating Expenses ........................... 1.32%
====

1 YEAR 3 YEARS 5 YEARS 10 YEARS
EXAMPLE(5) ------ ------- ------- --------
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: $53 $62 $72 $159

You would pay the following
expenses on the same
investment, assuming no
redemption: ................. $13 $42 $72 $159

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.
- - - - - ----------
(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 August 31, 1995.

(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").

(5)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%.

<PAGE>

FINANCIAL HIGHLIGHTS
KEYSTONE MID-CAP GROWTH FUND (S-3)
(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 independent auditors' report, in the Fund's Annual
Report. The Fund's financial statements, related notes, and independent
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 AUGUST 31,
---------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF YEAR .. $ 9.38 $ 9.92 $ 8.98 $ 9.66 $ 7.87 $ 9.34 $ 7.14 $10.84 $10.49 $ 8.57
Income From Investment
Operations:
Net investment income 0.04 0.02 (0.02) (0.01) 0.05 0.05 0.17 0.12 0.01 0.13
Net gain (loss) on
investments ........ 1.72 0.09 1.69 0.10 2.23 (1.02) 2.18 (2.00) 2.41 2.42
Net commissions paid
on fund share sales
<F1> ............... 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 (0.07)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total income from
investment
operations ......... 1.76 0.11 1.67 0.09 2.28 (0.97) 2.35 (1.88) 2.42 2.48
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less Distributions from:
Net investment income (0.04) (0.02) 0.00 (0.03) (0.08) (0.25) (0.12) (0.16) (0.14) (0.20)
In excess of net
investment income .. (0.02) (0.01) 0.00 (0.05) 0.00 0.00 0.00 0.00 0.00 0.00
Net realized gain on
investments ........ (1.72) (0.57) (0.73) (0.69) (0.41) (0.25) (0.03) (1.66) (1.93) (0.36)
In excess of net
realized gains ..... (0.14) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Tax basis return of
capital ............ 0.00 (0.05) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions . (1.92) (0.65) (0.73) (0.77) (0.49) (0.50) (0.15) (1.82) (2.07) (0.56)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE, END
OF YEAR ............ $ 9.22 $ 9.38 $ 9.92 $ 8.98 $ 9.66 $ 7.87 $ 9.34 $ 7.14 $10.84 $10.49
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN <F2> ... 21.42% 1.21% 19.31% 1.31% 31.42% (10.79%) 33.53% (19.80%) 31.24% 31.49%
RATIOS/SUPPLEMENTAL DATA
Ratios to average net
assets:
Total expenses .... 1.32% 1.35% 1.74% 1.69% 1.47% 1.54% 1.50% 1.44% 2.05% 1.05%
Net investment
income ........... 0.43% 0.16% (0.21%) (0.12%) 0.74% 0.93% 2.27% 1.43% 0.08% 1.41%
Portfolio turnover
rate ............... 172% 58% 69% 99% 66% 65% 65% 117% 118% 117%
Net Assets, End of
Year (thousands) ... $276,034 $252,351 $292,965 $262,696 $256,070 $199,881 $280,084 $223,624 $325,105 $255,893
<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 capital charges. Accordingly, beginning
with the year ended August 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 net investment income.
<F2>Excluding applicable sales charges.
</TABLE>

<PAGE>

- - - - - ------------------------------------------------------------------------------
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 Investment Management Company
("Keystone") (formerly named Keystone Custodian Funds, Inc.), 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. The Fund invests, under normal circumstances, at least 65% of its
total assets in equity securities of companies with medium market
capitalizations. For this purpose, companies with medium market
capitalizations are generally those whose market capitalization falls within
the capitalization range of the Standard & Poor's MidCap 400 Index ("S&P
MidCap 400") at the time of the Fund's investment. Companies whose
capitalization falls outside this range after purchase continue to be
considered medium capitalized for purposes of the 65% policy. As of October
1995, the S&P MidCap 400 included companies with a median market
capitalization of approximately $1 billion.

In pursuing its objective, the Fund may invest up to 25% of its assets in
foreign securities issued by issuers located in developed countries as well as
emerging market countries and the formerly communist countries of Eastern
Europe and the People's Republic of China. 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").

The Fund may also invest in other types of securities, including other
common stocks, debt securities convertible into common stocks or having common
stock characteristics, and rights and warrants to purchase common stocks. In
addition to its other investment options, the Fund may invest in limited
partnerships, including master limited partnerships.

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 such
securities 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 may purchase Rule 144A
securities when such securities present an attractive investment opportunity
and otherwise meet the Fund's selection criteria. The Board of Trustees has
adopted guidelines and procedures pursuant to which Keystone determines the
liquidity of the Fund's Rule 144A securities. 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,
purchase and sell securities and currencies on a when issued and delayed
delivery basis and purchase or sell securities on a forward commitment basis,
lend portfolio securities, 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 a
majority (as defined in the Investment Company Act of 1940 ("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 (as defined in the 1940 Act)
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 that the Fund may 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 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 objective, 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
- - - - - ------------------------------------------------------------------------------

Like any investment, your investment in the Fund involves some degree of
risk. Before you buy shares of the Fund, you should carefully evaluate your
ability to assume the risks your investment in the Fund poses. YOU CAN LOSE
MONEY BY INVESTING IN THE FUND. YOUR INVESTMENT IS NOT GUARANTEED. A DECREASE
IN THE VALUE OF THE FUND'S PORTFOLIO SECURITIES CAN RESULT IN A DECREASE IN
THE VALUE OF YOUR INVESTMENT.

The Fund seeks to provide growth of capital by investing principally in equity
securities of companies with medium market capitalizations. The Fund is best
suited to patient investors who can afford to maintain their investment over a
relatively long period of time, and who are seeking a fund which is relatively
aggressive and has the potential for significant returns. The Fund involves risk
and is not an appropriate investment for conservative investors who are seeking
preservation of capital and/or income.

Certain risks related to the Fund are discussed below. To the extent not
discussed in this section, specific risks attendant to individual securities or
investment practices are discussed in "Additional Investment Information".

FUND RISKS. Investing in companies with medium market capitalizations involves
greater risk than investing in larger companies. The stock prices of mid-cap
companies can rise quickly and drop substantially in a short period of time.
This volatility results from a number of factors, including reliance by these
companies on relatively limited product lines, markets and financial resources.
These and other factors may make mid cap companies more susceptible to setbacks
or downturns.

A need for cash due to large liquidations from the Fund when the prices of
mid cap stocks are declining could result in losses to the Fund.

Investing in the Fund involves the risk common to investing in any security,
that is that the value of the securities held by the Fund will fluctuate in
response to changes in economic conditions or public expectations about those
securities. The net asset value of the Fund's shares will change accordingly.

OTHER CONSIDERATIONS. The Fund, which normally invests at least 65% of its
assets in mid cap stocks does not, by itself, constitute a balanced investment
plan. The Fund may be appropriate as part of an overall investment program.
Investors may wish to consult their financial advisers when considering what
portion of their total assets to invest in mid cap stocks.

Past performance should not be considered representative of results for any
future period of time.

- - - - - ------------------------------------------------------------------------------
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 is
currently 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 portfolio securities traded on an established exchange on
the basis of the last sales price. Securities traded in the over-the-counter
market, for which complete quotations are available, are valued at the mean of
the bid and the asked prices.

The Fund values the short-term investments it purchases as follows: short-
term investments 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 value; 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 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 value and, in any case, reflects fair value as determined
by the Fund's 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
Fund's Board of Trustees. See "Valuation of Securities" in the Fund's
statement of additional information.

- - - - - ------------------------------------------------------------------------------
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 when 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
dividend declared in October, November, or December to shareholders of record
in such a month, and paid by the following January 31 will be includable in
the taxable income of shareholders as if paid on December 31 of the year in
which the dividend was declared. If the Fund qualifies and if it distributes
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 distributes its net income to its shareholders by the 15th day of October
each year and net capital gains, if any, at least annually.

Distributions are payable in shares of the Fund or, at the shareholder's
option (which must be exercised before the record date for the distribution),
in cash. Fund distributions in the form of additional shares are made at net
asset value without the imposition of a sales charge. Income dividends and net
short-term gains distributions are taxable as ordinary income, and net long-
term gains dividends are taxable as capital gains regardless of how long the
Fund's shares are held. If Fund shares held for less than six months are sold
at a loss, however, 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.

- - - - - ------------------------------------------------------------------------------
FUND MANAGEMENT AND EXPENSES
- - - - - ------------------------------------------------------------------------------

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 funds in the
Keystone Fund Family and certain other funds in the Keystone Investments Family
of 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 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 currently 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
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 fiscal year ended August 31, 1995, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$1,643,356, which represented 0.66% of the Fund's average daily net assets. Of
such amount paid to Keystone Management, $1,396,853 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
Investments, Inc., ("Keystone Investments") (formerly named Keystone Group,
Inc.), located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

Keystone Investments is a corporation privately owned by current and former
members of management and certain employees of Keystone and its affiliates.
The shares of Keystone Investments 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, Edward F. Godfrey and Ralph J.
Spuehler, Jr. Keystone Investments provides accounting, bookkeeping, legal,
personnel and general corporate services to Keystone Management, Keystone,
their affiliates and the Keystone Investments Family of Funds.

Pursuant to its Investment 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 ("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
pays its brokerage commissions, interest charges and taxes. For the fiscal
year ended August 31, 1995, the Fund paid 1.32% of its average net assets in
expenses.

During the fiscal year ended August 31, 1995, the Fund paid or accrued to
Keystone Investor Resource Center, Inc. ("KIRC"), the Fund's transfer and
dividend disbursing agent and Keystone Investments, $32,433 for the cost of
certain accounting services and $731,710 for shareholder services. KIRC is a
wholly-owned subsidiary of Keystone.

PORTFOLIO MANAGER
Margery C. Parker is a Keystone Vice President and Portfolio Manager. Ms.
Parker has been the Fund's Portfolio Manager since January 1995 and has more
than eleven years' experience in equity investing.

SECURITIES TRANSACTIONS
Under policies established by the Board of Trustees, 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 consider the number of shares of the Fund sold by such
broker-dealers. In addition, broker-dealers executing portfolio transactions
may, from time to time, be affiliated with the Fund, Keystone, Keystone
Management, the Fund's principal underwriter or their affiliates.

The Fund may pay higher commissions to broker-dealers that provide research
services. Keystone may use these services in advising the Fund as well as in
advising its other clients.

PORTFOLIO TURNOVER
The Fund's portfolio turnover rates for the fiscal years ended August 31,
1994 and 1995 were 58% and 172%, 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.

- - - - - ------------------------------------------------------------------------------
HOW TO BUY SHARES
- - - - - ------------------------------------------------------------------------------

You may purchase shares of the Fund from any broker-dealer that has a
selling agreement with Keystone Investment Distributors Company (formerly
named Keystone Distributors, Inc.) (the "Principal Underwriter"), the Fund's
principal underwriter. The Principal Underwriter, 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 Keystone Investor Resource Center, Inc., 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 investments in
Fund shares 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 same calendar year of
purchase to 1% of amounts redeemed during the third calendar year after the
year of purchase. No deferred sales charge is imposed on amounts redeemed
thereafter or on shares purchased through reinvestment of dividends. 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 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 is, to the extent permitted by a rule adopted by the NASD,
paid to the Principal Underwriter.

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 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 the Funds in the Keystone Fund Family
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 purchase of shares of the fund exchanged into 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; (5) automatic withdrawals under
an automatic withdrawal plan of up to 1 1/2% per month of the shareholder's
initial account balance; (6) withdrawals consisting of loan proceeds to a
retirement plan participant; (7) financial hardship withdrawals made by a
retirement plan participant; or (8) withdrawals consisting of returns of
excess contributions or excess deferral amounts made to a retirement plan
participant.

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
contingent deferred sales charge to (1) certain officers, Directors, Trustees
and employees of the Fund, Keystone Management, Keystone and certain of their
affiliates; (2) to registered representatives of firms with dealer agreements
with the Principal Underwriter; and (3) a bank or trust company acting as
trustee for a single account.

- - - - - ------------------------------------------------------------------------------
DISTRIBUTION PLAN
- - - - - ------------------------------------------------------------------------------

The Fund bears some of the costs of selling its shares under its
Distribution Plan adopted 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 the 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 the amount that a Fund may pay
annually in distribution costs for the sale of its shares and shareholder
service fees. The rule limits annual expenditures to 1% of the aggregate
average daily net asset value of its shares, of which 0.75% may be used to pay
such distribution costs 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% per annum on
such amounts (less any contingent deferred sales charges paid by shareholders
to the Principal Underwriter).

Payments under the Distribution Plan are currently made to the Principal
Underwriter (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 and outstanding on the Fund's
books for specified periods. Amounts paid or accrued to the Principal
Underwriter under (1) and (2) in the aggregate may not exceed the annual
limitations referred to above. The Principal Underwriter generally reallows to
brokers or others a commission equal to 4% of the price paid for each Fund
share sold. In addition, the Principal Underwriter generally reallows to
brokers or others 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 the Principal Underwriter a commission on a new
sale because the annual maximum (0.75% of average daily net assets) has been
reached, the Principal Underwriter 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 the Principal Underwriter for advances made by the Principal
Underwriter in excess of the Distribution Plan limitation, the Principal
Underwriter intends to seek full payment of such amounts 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. The Principal Underwriter currently intends to seek
payment of interest only on such charges paid or accrued by the Principal
Underwriter subsequent to January 1, 1992. If the Fund's 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, the Principal
Underwriter 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 August 31, 1995, the Fund recovered $127,273 in
deferred sales charges. During the year, the Fund paid the Principal Underwriter
under the Distribution Plan $814,849. The amount paid by the Fund under its
Distribution Plan, net of deferred sales charges, was $681,265 (0.27% of the
Fund's average daily net asset value during the year). During the year, the
Principal Underwriter also received $6,311 in deferred sales charges. Unpaid
distribution costs at August 31, 1995 were $0 (0.0% of the Fund's net assets.)

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, the Principal Underwriter, 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.

Since September 1, 1995 through December 31, 1995 ("Offering Period"), the
Principal Underwriter reallows to brokers or others a commission equal to 5%
of the price paid for each Fund share sold. Such payments are made to those
dealers and others selling such shares who pay to their registered
representatives making such sales a portion of the additional amount payable
under this special dealer offer, determined in accordance with their regular
payment arrangements with such persons for sales not made under a special
dealer offer.

The Principal Underwriter 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 the Principal Underwriter. These conditions
relate to increasing sales of shares of the Keystone funds over specified
periods and certain other factors. Such payments may, depending on the
dealer's satisfaction of the required conditions, be up to 0.25% of the value
of shares sold by such dealer.

The Principal Underwriter 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 Fund's Board of Trustees
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.

- - - - - ------------------------------------------------------------------------------
HOW TO REDEEM SHARES
- - - - - ------------------------------------------------------------------------------

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., P.O. 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 either 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 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 also may redeem their shares through their broker-dealers. The
Principal Underwriter, 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 the 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. The Principal
Underwriter will pay the redemption proceeds, less any applicable deferred
sales charge, to the dealer placing the order within seven days thereafter,
assuming it has received proper documentation. The Principal Underwriter
charges no fees for this service, but the shareholder's broker-dealer 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 where 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 EFT
to your previously designated bank account as you direct. If you do not
specify how you wish your redemption 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 the Principal
Underwriter 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 the Principal Underwriter 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.

- - - - - ------------------------------------------------------------------------------
SHAREHOLDER SERVICES
- - - - - ------------------------------------------------------------------------------

Details on all shareholder services may be obtained from KIRC by 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 funds in the Keystone Fund
Family, on the basis of their respective net asset values by calling toll free
1-800-343-2898 or by writing KIRC at P.O. 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. 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 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 retirement plans available to investors, including
Individual Retirement Accounts ("IRAs"); Rollover IRAs; Simplified Employee
Pension Plans ("SEPs"); Tax Sheltered Annuity Plans ("TSAs"); 403(b) Plans;
401(k) Plans; Keogh Plans; Corporate Profit-Sharing Plans; and Money Purchase
Pension Plans. For details, including fees and application forms, call KIRC
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.

- - - - - ------------------------------------------------------------------------------
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 and Ibbotson Associates
or other industry publications.

- - - - - ------------------------------------------------------------------------------
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. 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 Declaration of Trust and under the
1940 Act. As provided in the Fund's Declaration of Trust, 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.

- - - - - ------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- - - - - ------------------------------------------------------------------------------

KIRC, located at 101 Main Street, Cambridge, Massachusetts 02142-1519, is a
wholly-owned subsidiary of Keystone and 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. Examples of
governmental actions would be the imposition of currency controls, interest
limitations, withholding taxes, seizure of assets or the declaration of a
moratorium. 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 purchased by the Fund permit the
Fund to demand payment of principal and accrued interest at any time (on not
more than seven days notice) and to resell the note at any time to a third
party. 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 are 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 will invest in them only if, at the time of investment, the issuer
meets the criteria established for commercial paper.

REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements with member banks of the Federal
Reserve System having at least $1 billion in assets, primary dealers in U.S.
government securities or other financial institutions believed by Keystone to be
credit- worthy. Such persons must be registered as U.S. government securities
dealers with an appropriate regulatory organization. Under such agreements, the
bank, primary dealer or other financial institution agrees upon entering into
the contract to repurchase the security at a mutually agreed upon date and
price, thereby determining the yield during the term of the agreement. This
results in a fixed rate of return insulated from market fluctuations during such
period. Under a repurchase agreement, the seller must maintain the value of the
securities subject to the agreement at not less than the repurchase price, such
value being determined on a daily basis by marking the underlying securities to
their market value. Although the securities subject to the repurchase agreement
might bear maturities exceeding a year, the Fund intends only to enter into
repurchase agreements that provide for settlement within a year and usually
within seven days. Securities subject to repurchase agreements will be held by
the Fund's custodian or in the Federal Reserve book entry system. The Fund does
not bear the risk of a decline in the value of the underlying security unless
the seller defaults under its repurchase obligation. In the event of a
bankruptcy or other default of a seller of a repurchase agreement, the Fund
could experience both delays in liquidating the underlying securities and
losses, including (1) possible declines in the value of the underlying
securities during the period while the Fund seeks to enforce its rights thereto;
(2) possible subnormal levels of income and lack of access to income during this
period; and (3) expenses of enforcing its rights. The Board of Trustees has
established procedures to evaluate the creditworthiness of each party with whom
the Fund enters into repurchase agreements by setting guidelines and standards
of review for Keystone and monitoring Keystone's actions with regard to
repurchase agreements.

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 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 Securities and Exchange Commission has taken the position
that reverse repurchase agreements are subject to the percentage limit on
borrowings imposed under the 1940 Act.

FOREIGN SECURITIES
The Fund may invest up to 25% of its assets in securities principally traded
in securities markets outside the U.S. 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, particularly emerging market country companies, 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 U.S.
Investments in foreign securities may also be subject to other risks different
from those affecting U.S. investments, including local political or economic
developments, particularly with respect to companies in the formerly communist
countries of Eastern Europe and the People's Republic of China, 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 U.S.).

In addition, investing securities of foreign issuers generally involves more
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 market, 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 Portfolio 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
system.

Investing in securities of issuers in emerging markets countries involves
exposure to economic systems that are generally less mature and political
systems that are generally less stable that those of developed countries. In
addition, investing in companies in emerging markets 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
involves 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. The 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. No payment or delivery is made
by the Fund however, 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 for the purpose of acquiring portfolio securities or currencies
consistent with its investment objective and policies and not for the purpose
of investment leverage. The Fund currently does not intend to invest more than
5% of its assets in when issued or delayed delivery transactions.

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 objective 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 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 that 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. The Fund does not expect, however, 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 securities 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 are generally
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 Securities and Exchange Commission 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 policies on illiquid
securities.

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 securities,
currency 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 Fund's 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 establish 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 related 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 accurately predict
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 U.S. 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. Although the Fund does not currently intend to do
so, the Fund may also purchase and sell options related to foreign currencies.
The Fund does not intend to enter into foreign currency transactions for
speculation or leverage.

<PAGE>

KEYSTONE
FUND FAMILY

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

[LOGO] KEYSTONE
INVESTMENTS

Keystone Investment Distributors Company
200 Berkeley Street
Boston, Massachusetts 02116-5034

[recycle symbol]

S3-P 11/95
14.1M

KEYSTONE

Photo:
Fir Sapling
in
Mountain
Valley

MID-CAP
GROWTH FUND (S-3)

[LOGO]

PROSPECTUS AND
APPLICATION

<PAGE>

KEYSTONE MID-CAP GROWTH FUND (S-3)

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

KEYSTONE MID-CAP GROWTH FUND (S-3)
(FORMERLY NAMED KEYSTONE CUSTODIAN FUND, SERIES S-3)

NOVEMBER 27, 1995

This statement of additional information is not a prospectus, but
relates to, and should be read in conjunction with, the prospectus of Keystone
Mid-Cap Fund (S-3) (formerly named Keystone Custodian Fund, Series S-3) (the
"Fund") dated November 27, 1995. A copy of the prospectus may be obtained from
Keystone Investment Distributors Company (the "Principal Underwriter"), the
Fund's principal underwriter, located at 200 Berkeley Street, Boston,
Massachusetts 02116-5034 or your broker-dealer.

- - - - - --------------------------------------------------------------------------------
TABLE OF CONTENTS
- - - - - --------------------------------------------------------------------------------
Page
Investment Objective and Policies 2
Investment Restrictions 2
Valuation of Securities 4
Distributions and Taxes 5
Sales Charges 6
Distribution Plan 8
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-

#10160650
<PAGE>
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INVESTMENT 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 by
investing its assets as fully as practicable.

- - - - - --------------------------------------------------------------------------------
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
shall 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, other than securities issued or guaranteed
by the United States ("U.S.") Government, its agencies or instrumentalities;

(2) invest in more than 10% of the outstanding voting securities of any
one issuer, other than securities issued or guaranteed by the U.S. Government,
its agencies or instrumentalities;

(3) invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

(4) borrow money, except that the Fund may (a) 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 (b) enter into reverse
repurchase agreements (bank borrowings and reverse repurchase agreements, in
aggregate, shall not exceed 10% of the value of the Fund's net assets);

(5) 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");

(6) 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;

(7) invest for the primary purpose of exercising control over or
management of any issuer;

(8) make margin purchases or short sales of securities;

(9) make loans, except that the Fund may purchase money market
securities, enter into repurchase agreements, buy publicly and privately
distributed debt securities and lend limited amounts of its portfolio securities
to broker-dealers; all such investments must be consistent with the Fund's
investment objective and policies;

(10) invest more than 25% of its total assets in the securities of
issuers in any single industry, other than securities issued by banks and
savings and loan associations or securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; and

(11) 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 further investments
are made.

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 its net
assets.

Although not fundamental restrictions or policies requiring a
shareholders' vote to change, the Fund has undertaken to a state securities
authority that, so long as the state authority requires and shares of the Fund
are registered for sale in that state, the Fund will (1) 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; (2) not invest in real estate limited
partnership interests; and (3) not invest in oil, gas or other mineral leases.

Additional restrictions adopted by the Fund, which may be changed by
the Fund's 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 Investment Management Company ("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 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.

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:

(1) 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 the 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.

(2) 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 are
valued at market. 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, such valuation reflects fair value as
determined by the Fund's Board of Trustees.

(3) The Fund's Board of Trustees 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; (b) listed
securities, if in the Board's opinion, the last sales price does not reflect a
current market value or if no sale occurred; and (c) other assets.

- - - - - --------------------------------------------------------------------------------
DISTRIBUTIONS AND TAXES
- - - - - --------------------------------------------------------------------------------

The Fund distributes to its shareholders dividends from net investment
income and net realized long-term and short-term capital gains annually in
shares or, at the option of the shareholder, in cash. (Distributions of ordinary
income maybe eligible in whole or in part for the corporate 70% dividends
received deduction.) Shareholders who have not opted, prior to the record date
for any distribution, to receive cash will have the number of distributed shares
determined on the basis of the Fund's net asset value per share computed at the
end of the day on the record date after adjustment for the distribution. Net
asset value is used in computing the number of shares in both gains and income
distribution reinvestments. Account statements and/or checks as appropriate will
be mailed to shareholders by the 15th of the appropriate month. Unless the Fund
receives instructions to the contrary from a shareholder before the record date,
it will assume that the shareholder wishes to receive that distribution and
future gains 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 regardless of the period of time Fund shares have been held by the
shareholder. However, if such shares are held less than six months and redeemed
at a loss, the shareholder will recognize a long-term capital loss on such
shares to the extent of the long-term capital gain distribution received in
connection with such shares. If the net asset value of the Fund's shares is
reduced below a shareholder's cost by a capital gains distribution, 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
profits actually realized from the sale of securities by the Fund, 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 the
Fund's 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. For the
fiscal year ended August 31, 1995, the Fund recovered $127,273 in 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 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 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.

Subject to the limitations stated above, the contingent deferred sales
charge is imposed according to the following schedule: 4% of 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 contingent 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 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. There is no contingent deferred sales
charge on exchanges of shares between the Funds in the Keystone Fund Family 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
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 to (1) officers, Directors, Trustees,
full-time employees and sales representatives of the Fund, Keystone Management,
Keystone, Keystone Investments, Inc. ("Keystone Investments"), Harbor Capital
Management Company, Inc., their subsidiaries and the Principal Underwriter who
have been such for not less than ninety days; and (2) the pension and
profit-sharing plans established by such companies, their subsidiaries and
affiliates, for the benefit of their officers, Directors, Trustees, full-time
employees and sales representatives, provided, however, that 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.

No contingent 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, any other Fund in the Keystone Fund Family (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) and 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.

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 a 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 591/2 years old; (4) involuntary redemptions of accounts having an
aggregate net asset value of less than $1,000; (5) automatic withdrawals under
an automatic withdrawal plan of up to 11/2% per month of the shareholder's
initial account balance; (6) withdrawals consisting of loan proceeds to a
retirement plan participant; (7) financial hardship withdrawals made by a
retirement plan participant; or (8) withdrawals consisting of returns of excess
contributions or excess deferral amounts made to a retirement plan participant.

REDEMPTION OF SHARES

The Fund has obligated itself under the 1940 Act to redeem for cash all
shares presented for redemption by any one shareholder up to the lesser of
$250,000 or 1% of the Fund's assets in any 90 day period.

- - - - - --------------------------------------------------------------------------------
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 bears some of
the costs of selling its shares under a Distribution Plan adopted on June 1,
1983 pursuant to Rule 12b-1 (the "Distribution Plan").

The Fund's Distribution Plan provides that the Fund may expend up to
0.3125% quarterly (approximately 1.25% annually) of the average daily net asset
value of its shares to pay distribution costs for sales of its shares and to pay
shareholder service fees. The NASD rule limits such annual expenditures to 1.0%,
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 the Principal Underwriter).

Payments under the Distribution Plan are currently made to the
Principal Underwriter (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 the Principal Underwriter under
(1) and (2) in the aggregate may not exceed the limitation referred to above.
The Principal Underwriter 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 and outstanding on the books of the Fund for
specified periods.

If the Fund is unable to pay the Principal Underwriter a commission on
a new sale because the annual maximum (0.75% of average daily net assets) has
been reached, the Principal Underwriter 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 the Principal Underwriter for advances made by the
Principal Underwriter in excess of the Distribution Plan limitation, the
Principal Underwriter intends to seek full payment of such amounts from the Fund
(together with interest at the prime-rate plus one percent) at such time in the
future as, and to the extent that, payment thereof by the Fund would be within
permitted limits. The Principal Underwriter currently intends to seek payment of
interest only on such charges paid or accrued by the Principal Underwriter
subsequent to January 1, 1992. If the Fund's Independent Trustees (the
"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, the
Principal Underwriter 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 Independent Trustees quarterly. The Fund's Independent 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
Independent 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 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.

During the fiscal year ended August 31, 1995, the Fund paid the
Principal Underwriter $814,849 under the Distribution Plan. For said year, the
Principal Underwriter received $171,145 after payments of commissions on new
sales and shareholder service fees to dealers and others in the amount of
$643,704.

Whether any expenditure under the Distribution Plan is subject to a
state expense limit will depend 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.

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.

- - - - - --------------------------------------------------------------------------------
THE TRUST AGREEMENT
- - - - - --------------------------------------------------------------------------------

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
"Declaration of Trust"). The Declaration of Trust restructured the Fund so that
its operation would be substantially similar to that of most other mutual funds.
The Declaration 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 Declaration 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 Declaration
of Trust.

DESCRIPTION OF SHARES

The Declaration 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 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 trust. The possibility of Fund shareholders incurring
financial loss under such circumstances appears to be remote, however, because
the Declaration 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 Declaration 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 Declaration 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 Declaration 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 or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person; provided, however, that
nothing in the Declaration 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. 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 funds in the Keystone Fund Family and to
certain other funds in the Keystone Investments Family of 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 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 shareholders' 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, will provide 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. 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 Internal Revenue Code
(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 Value
Management 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.

The Fund is subject to certain state annual 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 expenses, are not included in the calculation of the state
expense limitations. These 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 an extent which 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 if approved at least
annually by the Fund's Board of Trustees 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.

- - - - - --------------------------------------------------------------------------------
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 (the "Advisory Agreement") with Keystone, 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 organized in 1932.
Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("Keystone
Investments"), located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

Keystone Investments is a corporation privately owned by current and
former members of Keystone management and certain employees and its affiliates.
The shares of Keystone Investments 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, Edward F. Godfrey and Ralph J. Spuehler, Jr.
Keystone Investments provides accounting, bookkeeping, legal, personnel and
general corporate services to Keystone Management, Keystone, their affiliates
and the Keystone Investments Family of 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.

Under the terms of the Advisory Agreement and subject to the
supervision of the Fund's Board of Trustees, Keystone manages and administers
the Fund's operations 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 officers and Trustees of the Fund who are affiliated with
the investment mnager and will 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
certificates, 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 fiscal year ended August 31, 1993, the Fund paid or accrued
to Keystone Management investment management and administrative services fees of
$1,848,370, which represented 0.65% of the Fund's average net assets. Of such
amount paid to Keystone Management, $1,571,115 was paid to Keystone for its
services to the Fund.

During the fiscal year ended August 31, 1994, the Fund paid or accrued
to Keystone Management investment management and administrative services fees of
$1,749,485, which represented 0.66% of the Fund's average net assets. Of such
amount paid to Keystone Management, $1,487,062 was paid to Keystone for its
services to the Fund.

During the fiscal year ended August 31, 1995, the Fund paid or accrued
to Keystone Management investment management and administrative services fees of
$1,643,356, which represented 0.66% of the Fund's average net assets. Of such
amount paid to Keystone Management, $1,396,853 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, Chief Executive Officer and Trustee of the
Fund; Chairman of the Board, President, Director and Chief Executive Officer
of Keystone Investments, Inc. ("Keystone Investments"); President, Chief
Executive Officer and Trustee or Director of all 30 Funds in the Keystone
Investments Family of Funds; Chairman of the Board, Director and Chief
Executive Officer of Keystone Investment Management Company ("Keystone");
Chairman of the Board and Director of Keystone Institutional Company, Inc.
("Keystone Institutional") (formerly named Keystone Investment Management
Corporation), and Keystone Fixed Income Advisors ("KFIA"); Director,
Chairman of the Board, Chief Executive Officer and President of Keystone
Management, Inc. ("Keystone Management"), Keystone Software Inc. ("Keystone
Software"); Director and President of Keystone Asset Corporation, Keystone
Capital Corporation, and Keystone Trust Company; Director of Keystone
Investment Distributors Company ("the Principal Underwriter"), Keystone
Investor Resource Center, Inc. ("KIRC"), and Fiduciary Investment Company,
Inc. ("FICO"); Director of Boston Children's Services Association; Trustee
of Anatolia College, Middlesex School, and Middlebury College; Member, Board
of Governors, New England Medical Center; former Trustee of Neworld Bank;
former Director and President of Hartwell Keystone Advisers, Inc. ("Hartwell
Keystone"); and former Director and Vice President of Robert Van Partners,
Inc.

FREDERICK AMLING: Trustee of the Fund; Trustee or Director of all other funds in
the Keystone Investments Family of Funds; Pro- fessor, 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
funds in the Keystone Investments Family of 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 Investments; Chairman of the Board and Trustee or Director of all
other funds in the Keystone Investments Family of Funds; 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 Investments; former Chief Executive
Officer of the Fund; and former Director and Chairman of the Board of
Hartwell Keystone.

EDWIN D. CAMPBELL: Trustee of the Fund; Trustee or Director of all other funds
in the Keystone Investments Family of 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 funds
in the Keystone Investments Family of 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 funds in
the Keystone Investments Family of Funds; Director of Phoenix Total Return
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 funds in
the Keystone Investments Family of 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 Investments and Keystone.

F. RAY KEYSER, JR.: Trustee of the Fund; Trustee or Director of all other funds
in the Keystone Investments Family of 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 funds
in the Keystone Investments Family of Funds; Executive Vice President, DHR
International, Inc. (executive recruitment); former Senior Vice President,
Boyden Inter- national Inc. (executive recruitment); 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 funds in
the Keystone Investments Family of 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 funds in
the Keystone Investments Family of Funds; Part- ner, Farrell, Fritz,
Caemmerer, Cleary, Barnosky & Armentano, P.C.; President, Nassau County Bar
Association; former Asso- ciate 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 funds in the Keystone Investments Family of Funds; Director,
Senior Vice President, Chief Financial Officer and Treasurer of Keystone
Investments, the Principal Underwriter, Keystone Asset Corporation, Keystone
Capital Corporation, Keystone Trust Company; Treasurer of Keystone
Institutional, and FICO; Treasurer and Director of Keystone Management, and
Keystone Software, Inc.; Vice President and Treasurer of KFIA; and Director
of KIRC; former Treasurer of Hartwell Keystone; and former Treasurer of
Robert Van Partners, Inc.

JAMES R. McCALL: Senior Vice President of the Fund; Senior Vice President of all
other funds in the Keystone Investments Family of Funds; and President of
Keystone.

KEVIN J. MORRISSEY: Treasurer of the Fund; Treasurer of all other funds in the
Keystone Investments Family of Funds; Vice President of Keystone
Investments; 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 funds in the Keystone Investments
Family of Funds; Senior Vice President, General Counsel and Secretary of
Keystone; Senior Vice President, General Counsel, Secretary and Director of
the Principal Underwriter, Keystone Management and Keystone Software; Senior
Vice President and General Counsel of Keystone Institutional; Senior Vice
President, General Counsel and Director of FICO and KIRC; Vice President and
Secretary of KFIA; Senior Vice President, General Counsel and Secretary of
Keystone Investments, Keystone Asset Corporation, Keystone Capital
Corporation and Keystone Trust Company; and former Senior Vice President and
Secretary of Hartwell Keystone, and Robert Van Partners, Inc.

* 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 Investments and several of
its affiliates including Keystone, the Principal Underwriter and KIRC. Mr.
Elfner and Mr. Bissell own shares of Keystone Investments. Mr. Elfner is
Chairman of the Board, Chief Executive Officer and Director of Keystone
Investments. Mr. Bissell is a Director of Keystone Investments.

During the fiscal year ended August 31, 1995, no Trustee affiliated
with Keystone or any officer received any direct remuneration from the Fund.
During the same period, the unaffiliated Trustees received approximately
$14,398 in retainers and fees from the Fund. Annual retainers and meeting fees
paid by all funds in the Keystone Investments Family of Funds (which includes 30
mutual funds) for the fiscal year ended August 31, 1995, totalled approximately
$477,480. On October 31, 1995, the Fund's Trustees and officers beneficially
owned less than 1% of the Fund's then outstanding shares.

The address of all the Fund's Trustees and officers and the address of
the Fund is 200 Berkeley Street, Boston, Massachusetts 02116-5034.

- - - - - --------------------------------------------------------------------------------
PRINCIPAL UNDERWRITER
- - - - - --------------------------------------------------------------------------------

Pursuant to a Principal Underwriting Agreement with the Fund (the
"Underwriting Agreement"), Keystone Investment Distributors Company acts as the
Fund's principal underwriter. The Principal Underwriter, located at 200 Berkeley
Street, Boston, Massachusetts 02116-5034, is a Delaware corporation wholly-owned
by Keystone. The Principal Underwriter, as agent, has agreed to use its best
efforts to find purchasers for the shares. The Principal Underwriter 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 the Principal
Underwriter will bear the expense of preparing, printing and distributing
advertising and sales literature and prospectuses used by it. In its capacity as
principal underwriter, the Principal Underwriter 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 the Principal Underwriter's judgment, it could
benefit the sales of Fund shares, the Principal Underwriter 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.

During the fiscal years ended August 31, 1993, 1994 and 1995, the
Principal Underwriter earned commissions of $471,616, $108,688 and $173,145
respectively, after allowing commissions and service fees of $1,534,220,
$764,551 and $641,704 respectively, to retail dealers under the Distribution
Plan.

- - - - - --------------------------------------------------------------------------------
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 the 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.

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.

In no instance are portfolio securities purchased from or sold to
Keystone Management, Keystone, the Principal Underwriter or any of their
affiliated persons, as defined in the 1940 Act
and rules and regulations issued thereunder.

During the fiscal years ended August 31, 1993, 1994 and 1995, the Fund
paid approximately $1,049,216, $389,368 and $233,577, respectively, in brokerage
fees. Of the $233,577 paid in brokerage fees in fiscal 1995, $875 was paid to
Kokusai Securities, Inc.

- - - - - --------------------------------------------------------------------------------
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 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 returns of the Fund for the one, five and ten year
periods ended August 31, 1995 was 21.42%, 95.19% and 221.84%, respectively. The
compounded average annual rates of return for the one, five and ten year periods
ended August 31, 1995 were 18.47% (including contingent deferred sales charge),
14.31% and 12.40%, 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 presently does not
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 U.S. 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, located at 99 High Street, Boston,
Massachusetts 02110, Certified Public Accountants, are the
independent auditors for the Fund.

KIRC, located at 101 Main Street, Cambridge, Massachusetts 02142-1519,
is a wholly-owned subsidiary of Keystone and acts as transfer agent and dividend
disbursing agent for the Fund.

To the best of the Fund's knowledge, there were no shareholders who
owned 5% or more of the Fund's outstanding shares on October 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.
<PAGE>
- - - - - --------------------------------------------------------------------------------
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 & Poor's 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 pershare
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 cyclicality. 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.

MOODY'S COMMON STOCK RANKINGS

Moody's Investors Service, Inc. ("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
information; (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.

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.

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.

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 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.

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. 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.

MONEY MARKET INSTRUMENTS

The Fund's investments in commercial paper are limited to those rated
A-1 by S&P, Prime-1 by Moody's or F-1 by Fitch Investors Service, Inc. (Fitch).
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 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, 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 DEPOSITS

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 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

The Fund is authorized to write (i.e., sell) covered call options and
to purchase call options to close out covered call options previously written. A
call option obligates a writer to sell, and gives a purchaser the right to buy,
the underlying security at the stated exercise price at any time until the
stated expiration date.

The Fund will write only call options which are covered, which means
that the Fund will own the underlying security (or other securities, such as
convertible securities, which are acceptable for escrow) when it writes the call
option and until the Fund's obligation to sell the underlying security is
extinguished by exercise or expiration of the call option or the purchase of a
call option covering the same underlying security and having the same exercise
price and expiration date. The Fund will receive a premium for writing a call
option, but will give up, until the expiration date, the opportunity to profit
from an increase in the underlying security's price above the exercise price.
The Fund will retain the risk of loss from a decrease in the price of the
underlying security. The writing of covered call options is a conservative
investment technique believed to involve relatively little risk (in contrast to
the writing of naked options which the Fund will not do) but capable of
enhancing the Fund's total return.

The premium received by the Fund for writing a covered call option will
be recorded as a liability in the Fund's statement of assets and liabilities.
This liability will be adjusted daily to the option's current market value,
which will be the latest sale price at the time as of which the net asset value
per share of the Fund is computed (the close of the New York Stock Exchange),
or, in the absence of such sale, at the latest bid quotation. The liability will
be extinguished upon expiration of the option, the purchase of an identical
option in a closing transaction or delivery of the underlying security upon
exercise of the option.

Many options are traded on registered securities exchanges.
Options traded on such exchanges are issued by the Options
Clearing Corporation, a clearing corporation which assumes responsibility for
the completion of options transactions.

The Fund will purchase call options only to close out a covered call
option it has written. When it appears that a covered call option written by the
Fund is likely to be exercised, the Fund may consider it appropriate to avoid
having to sell the underlying security. Or, the Fund may wish to extinguish a
covered call option which it has written in order to be free to sell the
underlying security to realize a profit on the previously written call option or
to write another covered call option on the underlying security. In all such
instances, the Fund can close out the previously written call option by
purchasing a call option on the same underlying security with the same exercise
price and expiration date. (The Fund may, under certain circumstances, also be
able to transfer a previously written call option.) The Fund will realize a
short-term capital gain if the amount paid to purchase the call option plus
transaction costs is less than the premium received for writing the covered call
option. The Fund will realize a short-term capital loss if the amount paid to
purchase the call option plus transaction costs is greater than the premium
received for writing the covered call option.

A previously written call option can be closed out by purchasing an
identical call option only in a secondary market for the call option. 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. 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.

If a substantial number of the call options written by the Fund are
exercised, the Fund's rate of portfolio turnover may exceed historical levels.
This would result in higher transaction costs, including brokerage commissions.
The Fund will pay brokerage commissions in connection with the writing of
covered call options and the purchase of call options to close out previously
written options. Such brokerage commissions are normally higher than those
applicable to purchases and sales of portfolio securities.

In the past the Fund has qualified for, and elected to receive, the
special tax treatment afforded regulated investment companies under Subchapter M
of the Internal Revenue Code. Although the Fund intends to continue to qualify
for such tax treatment, in order to do so it must, among other things, derive
less than 30% of its gross income from gains from the sale or other disposition
of securities held for less than three months. Because of this, the Fund may be
restricted in the writing of call options where the underlying securities have
been held less than three months, in the writing of covered call options which
expire in less than three months, and in effecting closing purchases with
respect to options which were written less than three months earlier. As a
result, the Fund may elect to forego otherwise favorable investment
opportunities and may elect to avoid or delay effecting closing purchases or
selling portfolio securities, with the risk that a potential loss may be
increased or a potential gain may be reduced or turned into a loss.

Under the Internal Revenue Code of 1954, as amended, gain or loss
attributable to a closing transaction and premiums received by the Fund for
writing a covered call option which is not exercised may constitute short-term
capital gain or loss. Under provisions of the Tax Reform Act of 1986, effective
for taxable years beginning after October 22, 1986, a gain on an option
transaction which qualifies as a "designated hedge" transaction under Treasury
regulations may be offset by realized or unrealized losses on such designated
transaction. The netting of gain against such losses could result in a reduction
in gross income from options transactions for purposes of the 30 percent test.

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
currency and other financial 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 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. 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
indexes will create any differences in the price movements of the stock index
futures contracts in relation to the movements in such indexes. However, such
differences in the indexes may result in differences in correlation of the
futures with movements in the value of the securities being hedged.

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 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 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 on 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 commodity futures contracts
is analagous 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 or 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.

USE OF NEW INVESTMENT TECHNIQUES INVOLVING CURRENCY AND 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 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 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 indexes 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.

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 en gage 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 rate 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 rate 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 only for
hedging purposes, and not for speculation. The Fund may enter into currency
futures contracts for other purposes if authorized to do so by the Board. The
hedging strategies which will be used by the 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
and French francs 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 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
analagous 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 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.

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 a 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.

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 international
investment 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 recently 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 commercial transactions through one market and financial
transactions through another. Outside the major industrial countries, relatively
free foreign exchange markets are rare and control 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>
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 buyer 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.

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; Philadephia 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 published 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
Chicago 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 underlyng 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 exercised 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.

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 chanqes 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 stock index 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.

#10160651
<PAGE>
Keystone Mid-Cap Growth Fund (S-3)
(formerly Keystone Custodian Fund, Series S-3)

SCHEDULE OF INVESTMENTS--August 31, 1995
Market
Shares Value
============================================================
COMMON STOCKS (97.5%)
Advertising & Publishing (7.2%)
American Radio Systems Corp.,
Class A (a) 160,000 $ 4,620,000
Clear Channel Communications,
Inc. (a) 54,400 4,059,600
Infinity Broadcasting, Corp.,
Class A (a) 145,900 5,234,163
Lin Television Corp. (a) 100,000 3,625,000
Omnicom Group, Inc. 38,000 2,384,500
- - - - - ------------------------------------------------------------
19,923,263
- - - - - ------------------------------------------------------------
Aerospace (2.4%)
Loral Corp. 60,000 3,285,000
Sundstrand Corp. 50,000 3,406,250
- - - - - ------------------------------------------------------------
6,691,250
- - - - - ------------------------------------------------------------
Amusements (3.7%)
Circus Circus Enterprises, Inc. (a) 77,500 2,538,125
Harrahs Entertainment, Inc. (a) 130,000 4,143,750
Mirage Resorts, Inc. (a) 100,000 3,437,500
- - - - - ------------------------------------------------------------
10,119,375
- - - - - ------------------------------------------------------------
Automotive (2.6%)
Danaher Corp. 140,000 4,620,000
Volvo A.B., ADR, Class B 133,100 2,670,319
- - - - - ------------------------------------------------------------
7,290,319
- - - - - ------------------------------------------------------------
Building Materials (1.0%)
Fastenal Co. 86,600 2,857,800
- - - - - ------------------------------------------------------------
Business Services (7.1%)
G & K Services, Class A 224,400 4,656,300
Loewen Group, Inc. 120,000 4,605,000
Thermo Electron Corp. (a) 142,000 6,123,750
Zebra Technologies Corp. (a) 70,000 4,103,750
- - - - - ------------------------------------------------------------
19,488,800
- - - - - ------------------------------------------------------------
Capital Goods (2.1%)
AGCO Corp. 65,500 3,184,938
Lincoln Electric Co. 90,000 2,688,750
- - - - - ------------------------------------------------------------
5,873,688
- - - - - ------------------------------------------------------------
Chemicals (4.3%)
Arcadian Corp. (a) 175,000 3,259,375

See Notes to Schedule of Investments.

============================================================
Chemicals -- continued
Loctite Corp. 67,700 $ 3,249,600
Potash Corp. of Saskatchewan, Inc. 95,000 5,403,125
- - - - - ------------------------------------------------------------
11,912,100
- - - - - ------------------------------------------------------------
Consumer Goods (5.6%)
Alberto Culver Co. 105,000 2,992,500
CUC International, Inc. (a) 256,800 8,763,300
Mohawk Industries, Inc. (a) 205,600 3,700,800
- - - - - ------------------------------------------------------------
15,456,600
- - - - - ------------------------------------------------------------
Electronics Products (10.4%)
Analog Devices, Inc. (a) 100,000 3,462,500
KLA Instruments Corp. (a) 72,500 6,180,625
Maxim Integrated Products, Inc. (a) 95,000 7,255,625
MEMC Electronic Materials, Inc. (a) 150,000 4,612,500
Microchip Technology, Inc. (a) 120,000 4,560,000
Xilinx, Inc. (a) 61,200 2,620,125
- - - - - ------------------------------------------------------------
28,691,375
- - - - - ------------------------------------------------------------
Finance (13.1%)
Bank of Boston Corp. 171,400 7,541,600
BISYS Group, Inc. (The) (a) 150,900 3,697,050
Golden West Financial Corp. Del. 120,000 5,730,000
Greenpoint Financial Corp. 90,700 2,511,256
Northern Trust Corp. 63,000 2,819,250
Norwest Corp. 102,200 3,078,775
Oasis Residential, Inc. (REIT) 110,000 2,488,750
Standard Federal Bancorp., Inc. 130,000 5,070,000
TCF Financial Corp. 60,000 3,337,500
- - - - - ------------------------------------------------------------
36,274,181
- - - - - ------------------------------------------------------------
Foods (1.6%)
Pioneer Hi-Bred International,
Inc. 100,000 4,293,750
- - - - - ------------------------------------------------------------
Healthcare Services (5.2%)
Apria Healthcare Group, Inc. (a) 65,000 1,803,750
Boston Scientific Corp. (a) 120,000 4,770,000
Pacificare Health Systems, Inc. (a) 75,000 4,275,000
St. Jude Medical, Inc. (a) 60,000 3,577,500
- - - - - ------------------------------------------------------------
14,426,250
- - - - - ------------------------------------------------------------

8
<PAGE>

============================================================
Insurance (1.2%)
MBIA, Inc. 50,500 $ 3,434,000
- - - - - ------------------------------------------------------------
Natural Gas (3.3%)
Anadarko Petroleum Corp. 76,400 3,648,100
Apache Corp. 92,100 2,682,413
Louisiana Land & Exploration Co. 70,000 2,677,500
- - - - - ------------------------------------------------------------
9,008,013
- - - - - ------------------------------------------------------------
Office & Business Equipment (2.6%)
Indigo N.V. (a) 90,200 2,818,750
Synopsys, Inc. (a) 75,000 4,321,875
- - - - - ------------------------------------------------------------
7,140,625
- - - - - ------------------------------------------------------------
Oil (1.5%)
Murphy Oil Corp. 100,000 4,050,000
- - - - - ------------------------------------------------------------
Oil Services (1.2%)
Weatherford International (a) 250,000 3,281,250
- - - - - ------------------------------------------------------------
Paper & Packaging (0.3%)
Bowater, Inc. 20,200 964,550
- - - - - ------------------------------------------------------------
Restaurants (1.3%)
Apple South, Inc. 150,000 3,675,000
- - - - - ------------------------------------------------------------
Retail (2.6%)
Gymboree Corp. (a) 130,000 3,891,870
Staples, Inc. (a) 127,500 3,259,219
- - - - - ------------------------------------------------------------
7,151,089
- - - - - ------------------------------------------------------------

============================================================
Software Services (10.0%)
Adobe Systems, Inc. 100,000 $ 5,087,500
America Online, Inc. (a) 50,900 3,353,038
BMC Software, Inc. (a) 130,100 5,529,250
Broderbund Software, Inc. (a) 89,300 6,574,713
Parametric Technology Corp. (a) 60,000 3,322,500
Peoplesoft, Inc. (a) 2,000 138,250
Symantec Corp. (a) 120,000 3,472,500
- - - - - ------------------------------------------------------------
27,477,751
- - - - - ------------------------------------------------------------
Telecommunications (3.7%)
Bay Networks, Inc. (a) 83,000 3,937,313
Cisco Systems, Inc. (a) 45,000 2,950,313
DSC Communications Corp. (a) 61,000 3,198,688
- - - - - ------------------------------------------------------------
10,086,314
- - - - - ------------------------------------------------------------
Utilities (3.5%)
CINergy Corp. 93,861 2,405,188
Compania Bolivia de Energia 16,700 511,438
Florida Progress Corp. 75,000 2,278,125
Hawaiian Electric Industries, Inc. 65,000 2,348,125
Teco Energy, Inc. 100,000 2,162,500
- - - - - ------------------------------------------------------------
9,705,376
- - - - - ------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost--$229,081,593) 269,272,719
============================================================

9
<PAGE>

Keystone Mid-Cap Growth Fund (S-3)
(formerly Keystone Custodian Fund, Series S-3)

SCHEDULE OF INVESTMENTS--August 31, 1995

Maturity Market
Value Value
==========================================================
SHORT-TERM INVESTMENTS (4.7%)
Repurchase Agreements (4.7%)
Investments in repurchase
agreements, in a joint
trading account purchased
8/31/95, 5.8200%, maturing
9/01/95(b) $13,052,110 $ 13,050,000
- - - - - ----------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(Cost--$13,050,000) 13,050,000
==========================================================
TOTAL INVESTMENTS
(Cost--$242,131,593)(c) 282,322,719
==========================================================
OTHER ASSETS AND LIABILITIES--NET (-2.2%) (6,288,707)
- - - - - ----------------------------------------------------------
NET ASSETS (100%) $276,034,012
==========================================================

NOTES TO SCHEDULE OF INVESTMENTS:

(a) Non-income-producing security.

(b) The repurchase agreements are fully collateralized by U.S. government
and/or agency obligations based on market prices at August 31, 1995.

(c) The cost of investments for federal income tax purposes amounted to
$242,334,949. Gross unrealized appreciation and depreciation of
investments, based on identified tax cost, at August 31, 1995 are as
follows:

Gross unrealized appreciation $42,893,140
Gross unrealized depreciation (2,905,370)
----------
Net unrealized appreciation $39,987,770
==========

Legend of Portfolio Abbreviations:

ADR--American Depository Receipt
REIT--Real Estate Investment Trust

See Notes to Financial Statements.

10
<PAGE>

FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the year)

Year Ended August 31,
-------------------------------------------------
1995 1994 1993 1992 1991
===========================================================================
Net asset value
beginning of year $9.38 $9.92 $8.98 $9.66 $7.87
- - - - - ---------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.04 0.02 (0.02) (0.01) 0.05
Net gain (loss) on
investments 1.72 0.09 1.69 0.10 2.23
Net commissions paid
on fund share sales (a) 0.00 0.00 0.00 0.00 0.00
- - - - - ---------------------------------------------------------------------------
Total income from
investment
operations 1.76 0.11 1.67 0.09 2.28
- - - - - ---------------------------------------------------------------------------
Less distributions from:
Net investment income (0.04) (0.02) 0.00 (0.03) (0.08)
In excess of net
investment income (0.02) (0.01) 0.00 (0.05) 0.00
Net realized gain on
investments (1.72) (0.57) (0.73) (0.69) (0.41)
In excess of net
realized gains (0.14) 0.00 0.00 0.00 0.00
Tax basis return of
capital 0.00 (0.05) 0.00 0.00 0.00
- - - - - ---------------------------------------------------------------------------
Total distributions (1.92) (0.65) (0.73) (0.77) (0.49)
- - - - - ---------------------------------------------------------------------------
Net asset value end of
year $9.22 $9.38 $9.92 $8.98 $9.66
===========================================================================
Total return (b) 21.42% 1.21% 19.31% 1.31% 31.42%
Ratios/supplemental data
Ratios to average
net assets:
Total expenses 1.32% 1.35% 1.74% 1.69% 1.47%
Net investment income 0.43% 0.16% (0.21%) (0.12%) 0.74%
Portfolio turnover
rate 172% 58% 69% 99% 66%
- - - - - ---------------------------------------------------------------------------
Net assets end of year
(thousands) $276,034 $252,351 $292,965 $262,696 $256,070
- - - - - ---------------------------------------------------------------------------

Year Ended August 31,
-------------------------------------------------
1990 1989 1988 1987 1986
===========================================================================
Net asset value
beginning of year $9.34 $7.14 $10.84 $10.49 $8.57
- - - - - ---------------------------------------------------------------------------
Income from investment
operations:
Net investment income 0.05 0.17 0.12 0.01 0.13
Net gain (loss) on
investments (1.02) 2.18 (2.00) 2.41 2.42
Net commissions paid
on fund share sales (a) 0.00 0.00 0.00 0.00 (0.07)
- - - - - ---------------------------------------------------------------------------
Total income from
investment
operations (0.97) 2.35 (1.88) 2.42 2.48
- - - - - ---------------------------------------------------------------------------
Less distributions from:
Net investment income (0.25) (0.12) (0.16) (0.14) (0.20)
In excess of net
investment income 0.00 0.00 0.00 0.00 0.00
Net realized gain on
investments (0.25) (0.03) (1.66) (1.93) (0.36)
In excess of net
realized gains 0.00 0.00 0.00 0.00 0.00
Tax basis return of
capital 0.00 0.00 0.00 0.00 0.00
- - - - - ---------------------------------------------------------------------------
Total distributions (0.50) (0.15) (1.82) (2.07) (0.56)
- - - - - ---------------------------------------------------------------------------
Net asset value end of
year $ 7.87 $ 9.34 $ 7.14 $10.84 $10.49
===========================================================================
Total return (b) (10.79%) 33.53% (19.80%) 31.24% 31.49%
Ratios/supplemental data
Ratios to average
net assets:
Total expenses 1.54% 1.50% 1.44% 2.05% 1.05%
Net investment income 0.93% 2.27% 1.43% 0.08% 1.41%
Portfolio turnover
rate 65% 65% 117% 118% 117%
- - - - - ---------------------------------------------------------------------------
Net assets end of year
(thousands) $199,881 $280,084 $223,624 $325,105 $255,893
- - - - - ---------------------------------------------------------------------------

(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 capital charges. Accordingly,
beginning with the fiscal year ended August 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 net investment income.

(b) Excluding applicable sales charges.

See Notes to Financial Statements.

11
<PAGE>

Keystone Mid-Cap Growth Fund (S-3)
(formerly Keystone Custodian Fund, Series S-3)

STATEMENT OF ASSETS AND LIABILITIES
August 31, 1995
====================================================================
Assets:
Investments at market value (identified cost--
$242,131,593) (Note 1) $282,322,719
Cash 657
Receivable for:
Investments sold 316,716
Dividends and interest 221,241
Fund shares sold 73,048
Prepaid expenses and other assets 30,377
- - - - - --------------------------------------------------------------------
Total assets 282,964,758
- - - - - --------------------------------------------------------------------
Liabilities (Notes 2, 4 and 5):
Payable for:
Investments purchased 2,964,175
Fund shares redeemed 97,134
Distributions to shareholders 3,823,003
Other accrued expenses 46,434
- - - - - --------------------------------------------------------------------
Total liabilities 6,930,746
- - - - - --------------------------------------------------------------------
Net assets $276,034,012
====================================================================
Net assets represented by (Note 1):
Paid-in-capital $213,243,256
Net undistributed investment income 13,985,718
Accumulated net realized gain (loss) on
investments 8,613,912
Net unrealized appreciation (depreciation) on
investments 40,191,126
- - - - - --------------------------------------------------------------------
Total net assets applicable to outstanding
shares of beneficial interest ($9.22 a share on
29,928,715 shares outstanding) (Note 1) $276,034,012
====================================================================

See Notes to Financial Statements.

STATEMENT OF OPERATIONS
Year Ended August 31, 1995
=========================================================================
Investment income (Note 1):
Dividends (net of foreign withholding
taxes of $1,065) $ 2,944,798
Interest 1,410,936
- - - - - -------------------------------------------------------------------------
Total income 4,355,734
- - - - - -------------------------------------------------------------------------
Expenses (Notes 2 and 4):
Management fee $1,643,356
Transfer agent fees 731,710
Accounting 18,690
Auditing, printing and legal fees 47,590
Custodian fees 128,947
Trustees' fees and expenses 14,398
Distribution Plan expenses 681,265
Registration fees 32,117
Miscellaneous expenses 15,599
- - - - - -------------------------------------------------------------------------
Total expenses 3,313,672
- - - - - -------------------------------------------------------------------------
Net investment income (Note 1) 1,042,062
- - - - - -------------------------------------------------------------------------
Net realized gain (loss) on investments sold
(Notes 1 and 3) 52,906,920
- - - - - -------------------------------------------------------------------------
Net change in unrealized appreciation
(depreciation) on investments (3,702,097)
- - - - - -------------------------------------------------------------------------
Net gain (loss) on investments 49,204,823
- - - - - -------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations $50,246,885
=========================================================================

12
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended August 31,
----------------------------
1995 1994
===========================================================================
Operations (Notes 1 and 3):
Net investment income $ 1,042,062 $ 433,309
Net realized gain (loss) on investments 52,906,920 21,427,293
Net change in unrealized appreciation or
depreciation on investments (3,702,097) (18,376,078)
- - - - - ---------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations 50,246,885 3,484,524
- - - - - ---------------------------------------------------------------------------
Distributions to shareholders
(Notes 1 and 5):
Net investment income (1,042,062) (433,309)
In excess of net investment income (525,125) (314,852)
Net realized gain on investments (49,683,115) (16,153,937)
Tax basis return of capital 0 (1,520,710)
- - - - - ---------------------------------------------------------------------------
Total distributions to shareholders (51,250,302) (18,422,808)
- - - - - ---------------------------------------------------------------------------
Capital share transactions (Note 2):
Proceeds from shares sold 27,462,149 18,777,122
Payments for shares redeemed (47,931,858) (60,782,911)
Net asset value of shares issued in
reinvestment of dividends and
distributions 45,156,148 16,329,893
- - - - - ---------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from capital share
transactions 24,686,439 (25,675,896)
- - - - - ---------------------------------------------------------------------------
Total increase (decrease) in net assets 23,683,022 (40,614,180)
- - - - - ---------------------------------------------------------------------------
Net assets:
Beginning of year 252,350,990 292,965,170
- - - - - ---------------------------------------------------------------------------
End of year [Including undistributed net
investment income (accumulated
distributions in excess of net investment
income) as follows 1995--$13,985,718 and
1994--0] (Note 1) $276,034,012 $252,350,990
===========================================================================

See Notes to Financial Statements.

13
<PAGE>

Keystone Mid-Cap Growth Fund (S-3)
(formerly Keystone Custodian Fund, Series S-3)

NOTES TO FINANCIAL STATEMENTS

(1.) Significant Accounting Policies

Keystone Mid-Cap Growth Fund (S-3) (formerly Keystone Custodian Fund, Series
S-3)(the "Fund") is a common law trust for which Keystone Management, Inc.
("KMI") is the Investment Manager and Keystone Investment Management Company
(formerly Keystone Custodian Funds, Inc.) ("Keystone") is the Investment
Adviser. The Fund is registered under the Investment Company Act of 1940 as a
diversified open-end investment company.

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

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

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

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

14
<PAGE>

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

Foreign currency amounts are translated into United States dollars as
follows: market value of investments, assets and liabilities at the daily
rate of exchange, purchases and sales of investments, income and expenses at
the rate of exchange prevailing on the respective dates of such transactions.
Net unrealized foreign exchange gains/losses are a component of unrealized
appreciation/depreciation of investments. In addition to the market risk, the
Fund is subject to the credit risk that the other party will not be able to
complete the obligations of the contract.

B. Securities transactions are accounted for no later than one business day
after the trade date. Realized gains and losses are computed on the
identified cost basis. Interest income is recorded on the accrual basis and
dividend income is recorded on the ex-dividend date. Distributions to the
shareholders are recorded by the Fund at the close of business on the
ex-dividend date.

C. The Fund has qualified, and intends to qualify in the future, as a
regulated investment company under the Internal Revenue Code of 1986, as
amended ("Internal Revenue Code"). Thus, the Fund is relieved of any federal
income or excise tax liability by distributing all of its net taxable
investment income and net taxable capital gains, if any, to its shareholders.
The Fund intends to avoid any excise tax liability by making the required
distributions under the Internal Revenue Code.

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

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

E. The Fund intends to distribute net investment income quarterly, and net
capital gains, if any, annually. Distributions are determined in accordance
with income tax regulations. Distributions from taxable net investment income
and net capital gains can exceed

15
<PAGE>

Keystone Mid-Cap Growth Fund (S-3)
(formerly Keystone Custodian Fund, Series S-3)

book basis net income and net capital gains. The significant differences
between financial statement amounts available for distribution and
distributions made in accordance with income tax regulations are primarily
due to differing treatment of 12b-1 expenses prior to April 1995.

(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 August 31,
--------------------------
1995 1994
- - - - - ----------------------------------------------------
Shares sold 3,189,451 1,991,206
Shares redeemed (5,383,518) (6,406,646)
Shares issued in
reinvestment of
dividends and
distributions 5,233,815 1,767,304
- - - - - ----------------------------------------------------
Net increase
(decrease) 3,039,748 (2,648,136)
====================================================

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

In connection with the Distribution Plan and subject to the limitations
discussed below, Fund shares are offered for sale at net asset value without any
initial sales charge. From the amounts received by KIDC in connection with the
Distribution Plan, and subject to the limitations discussed below, KIDC
generally pays brokers or others a commission equal to 4.0% of the price paid to
the Fund for each sale of fund shares, as well as a shareholder service fee at a
rate of 0.25% per annum of the net asset value of shares sold by such brokers or
others and remaining outstanding on the books of the Fund for specified periods.

To the extent fund shares are purchased prior to January 1, 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 1.0% of which 0.75% may be used to pay
such distribution expenses and 0.25% may be used to pay shareholder service
fees. The NASD Rule also limits the aggregate amount which the Fund may pay for
such distribution costs to 6.25% of gross share sales since the inception of the
Fund's Distribution Plan, plus interest at the prime rate plus 1% on unpaid
amounts thereof (less any contingent deferred sales charges paid by the
shareholders to KIDC).

KIDC intends, but is not obligated, to continue to pay or accrue distribution
charges which exceed current annual payments permitted to be received by KIDC
from the Fund. KIDC intends to seek full payment of such charges from the Fund
(together with annual interest thereon at the prime rate plus 1.0%) at

16
<PAGE>

such time in the future as, and to the extent that, payment thereof by the
Fund would be within permitted limits. KIDC currently intends to seek payment
of interest only on such charges paid or accrued by KIDC 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 have, to the extent permitted by
the NASD Rule, been paid to KIDC rather than to the Fund.

During the year ended August 31, 1995, the Fund recovered $127,273 in
deferred sales charges. During the year ended August 31, 1995, the Fund paid
KIDC $814,849 under the Distribution Plan. The amount paid by the Fund under its
Distribution Plan, net of deferred sales charges, was $681,265 (0.27% of the
Fund's average daily net asset value during the twelve month period). During the
year ended August 31, 1995, KIDC retained $173,145 and paid commissions on new
sales and maintenance fees to dealers and others of $641,704.

(3.) Securities Transactions

For the year ended August 31, 1995, purchases and sales of investment
securities (including proceeds received at maturity), were as follows:

Cost of Proceeds
Purchases from Sales
- - - - - -----------------------------------------------------------
Portfolio securities $ 388,697,615 $ 396,479,580
Short-term
investments 5,475,746,940 5,487,372,840
- - - - - -----------------------------------------------------------
$5,864,444,555 $5,883,852,420
===========================================================

(4.) Investment Management and Transactions with Affiliates

Under the terms of the Investment Management Agreement between KMI and the
Fund, KMI provides investment management and administrative services to the
Fund. In return, KMI is paid a management fee computed and paid daily. The
management fee is calculated by applying percentage rates, which start at
0.70% and decline, 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, under which Keystone provides investment advisory
and management services to the Fund and receives for its services an annual
fee representing 85% of the management fee received by KMI.

During the year ended August 31, 1995 the Fund paid or accrued to KMI
investment management and administrative service fees of $1,643,356, which
represent 0.66% of the Fund's average daily net asset value during the year. Of
such amount paid to KMI, $1,396,853 was paid to Keystone for its services to the
Fund. During the year ended August 31, 1995, the Fund paid or accrued to KII and
KIRC $32,433 for certain accounting and printing services and $731,710 for
transfer agent fees.

17
<PAGE>

Keystone Mid-Cap Growth Fund (S-3)
(formerly Keystone Custodian Fund, Series S-3)

INDEPENDENT AUDITORS' REPORT

The Trustees and Shareholders
Keystone Mid-Cap Growth Fund (S-3)

We have audited the accompanying statement of assets and liabilities of
Keystone Mid-Cap Growth Fund (S-3), (formerly Keystone Custodian Fund, Series
S-3) including the schedule of investments, as of August 31, 1995, and the
related statement of operations for the year then ended, the statements of
changes in net assets for each of the years in the two-year period then ended,
and the financial highlights for each of the years in the ten-year period then
ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
August 31, 1995 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 Mid-Cap Growth Fund (S-3), as of August 31, 1995, the results of its
operations for the year then ended, the changes in its net assets for each of
the years in the two-year period then ended, and the financial highlights for
each of the years in the ten-year period then ended, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Boston, Massachusetts
September 29, 1995

18
<PAGE>

FEDERAL TAX STATUS--FISCAL 1995 DISTRIBUTIONS (Unaudited)

During the fiscal year ended August 31, 1995, distributions of $1.92 per
share were paid in shares or cash. This total includes a taxable long-term
capital gain distribution of $1.86 per share. The remaining $0.06 per share is
taxable to shareholders as ordinary income in the year in which received by them
or credited to their accounts. Of the ordinary income distributions, 36% is
eligible for the corporate dividend received deduction.

The above figures may differ from those cited elsewhere in this report due to
differences in the calculation of income and capital gains for accounting (book)
purposes and Internal Revenue Service (tax) purposes.

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

19
<PAGE>
KEYSTONE MID-CAP GROWTH FUND (S-3)

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 August 31, 1995

Financial Highlights For the fiscal years ended August
31, 1986 through August 31, 1995

Statement of Assets and Liabilities August 31, 1995

Statement of Operations Fiscal year ended August 31, 1995

Statement of Changes in Net Assets Two years ended August 31, 1995

Notes to Financial Statements

Independent Auditors' Report
dated SEPTEMBER 29, 1995

All other schedules are omitted as the required information is inapplicable.
<PAGE>
Item 24(b). Exhibits

(1) A copy of Registrant's Declaration of Trust, as amended and restated, dated
December 19, 1989 is filed herewith as Exhibit 24(b)(1).

(2) A copy of Registrant's By-Laws is filed herewith as Exhibit 24(b)(2).

(3) Not applicable.

(4) A specimen of the security issued by the Fund was filed with Post-Effective
Amendment No. 35 to Registration Statement No. 2-10663/811-100 as Exhibit
24(b)(4) and is incorporated by reference herein.

(5) (A) A copy of the Investment Management Agreement dated August 19, 1993
between Registrant and Keystone Management, Inc. is filed herewith as
Exhibit 24(b)(5)(A).

(B) A copy of the Investment Advisory Agreement dated August 19, 1993
between Keystone Management, Inc. and Keystone Investment Management
Company (formerly named Keystone Custodian Funds, Inc.) is filed
herewith as Exhibit 24(b)(5)(B).

(6) (A) A copy of the Principal Underwriting Agreement dated August 19, 1993
between Registrant and Keystone Investment Distributors Company
(formerly named Keystone Distributors, Inc.) is filed herewith as
Exhibit 24(b)(6)(A). A copy of the form of Dealer Agreement used by
Keystone Investment Distributors Company was filed with Post-Effective
Amendment No. 94 to Registration Statement No. 2-10663/811-100 as part
of Exhibit 24(b)(6)(A) and is incorporated by reference herein.

(B) Copies of Registrant's respective Underwriting Agreements with Kokasai
Securities Co., Ltd. and Nomura Securities Co., Ltd. each dated
December 29, 1989 are filed herewith as Exhibit 24(b)(6)(B).

(7) Not applicable.

(8) A copy of the Custodian, Fund Accounting and Recordkeeping Agreement dated
December 31, 1979 between Registrant and State Street Bank and Trust
Company is filed herewith as Exhibit 24(b)(8). Copies of Amendment Nos. 1-7
to said Agreement are filed herewith as part of Exhibit 24(b)(8).

(9) Not applicable.

(10) An opinion and a consent of counsel as to the legality of the securities
registered by the Fund was filed by 24f-2 on October 10, 1995 and is
incorporated by reference herein. An opinion and consent of counsel with
respect to the registration of 2,339,034 additional shares of the Fund
pursuant to Section 24(e)(1) of the 1940 Act is filed herewith as part of
Exhibit 24(b)(10).

(11) Consent as to the use of the opinion of the Independent Auditors Report is
filed herewith.

(12) Not applicable.

(13) Not applicable.

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

(15) A copy of Registrant's Distribution Plan adopted pursuant to Rule 12b-1 is
filed herewith as Exhibit 24(b)(15).

(16) Schedules for computation of total return and current yield quotations are
filed herewith as Exhibit 24(b)(16).

(17) Financial Data Schedules are filed herewith as Exhibit 27.

(18) Not applicable.

(19) Powers of Attorney are filed herewith as Exhibit 24(b)(19).

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 October 31 , 1995
-------------- -------------------------------

Shares of $1.00 18,415
Par Value

Item 27. Indemnification

Provisions for the indemnification of the Registrant's Trustees and
officers are contained in Article VIII of the Registrant's Declaration of Trust,
a copy of which is filed herewith as Exhibit 24(b)(1).

Provisions for the indemnification of Keystone Investment Distributors
Company, Registrant's principal underwriter, are contained in Section 9 of the
Principal Underwriting Agreement between the Registrant and Keystone Investment
Distributors Company, a copy of which is filed herewith as Exhibit 24(b)(6)(A).

Provisions for the indemnification of Keystone Investment Management
Company and Keystone Management, Inc., Registrant's investment adviser and
investment manager, respectively, are contained in Section 5 of the Investment
Advisory Agreement between Keystone Management, Inc. and Keystone Investment
Management Company and Section 6 of the Investment Management Agreement between
Keystone Management, Inc. and Registrant, respectively, copies of which are
filed herewith as Exhibits 24(b)(5)(A) and 24(b)(5)(B).

Provisions for the indemnification of Kokusai Securities Co., Ltd. and
Nomura Securities Co., Ltd, underwriters for the sale of Registrant's securities
in Japan, are contained in Section 11 of Registrant's respective Underwriting
Agreements with said entities, copies of which are filed herewith as Exhibit
24(b)(6)(B).

Item 28. Business and other Connections of Investment Advisers

The following tables list the names of the various officers and
directors of Keystone Management, Inc. and Keystone Investment
Management Company, Registrant's investment manager and adviser,
respectively, and their respective positions. For each named
individual, the tables list, for at least the past two years, (i) any
other organizations (for Keystone Investment Management Company,
excluding investment advisory clients) with which the officer and/or
director has had or has substantial involvement; and (ii) positions
held with such organizations.
<PAGE>
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 Investments,
President and Inc.
Director Keystone Software, Inc.
Keystone Asset
Corporation
Keystone Capital
Corporation
Keystone Investments
Family of Funds
Chairman of the Board
and Director:
Keystone Investment
Management Company
Keystone Institutional
Company, Inc.
Keystone Fixed Income
Advisers, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment
Company, Inc.
Keystone Investor
Resource Center, Inc.
Boston Children's
Services Association
Middlesex School
Middlebury College
Former Trustee or
Director:
Neworld Bank
Robert Van Partners,
Inc.

Edward F. Godfrey Treasurer and Senior Vice President,
Director Chief Financial Officer,
Treasurer and Director:
Keystone Investments,
Inc.
Keystone Investment
Management Company
Keystone Investment
Distributors Company
Treasurer:
Keystone Institutional
Company, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Former Treasurer and
Director:
Hartwell Keystone
Advisers, Inc.
Senior Vice President:
Keystone Investments
Family of Funds

Ralph J. Director President and Director:
Spuehler, Jr. Keystone Investment
Distributors Company
Chairman and Director:
Keystone Investor
Resource Center, Inc.
Keystone Investment
Management Company
Senior Vice President and
Director:
Keystone Investments,
Inc.
Treasurer:
Hartwell Emerging Growth
Fund
Hartwell Growth Fund
Former President:
Keystone Management,
Inc.
Former Treasurer:
Keystone Investments,
Inc.
Keystone Investment
Management Company

Rosemary D. Senior Vice General Counsel, Senior
Van Antwerp President, Vice President and
General Counsel Secretary:
and Secretary Keystone Investments,
Inc.
Senior Vice President and
General Counsel:
Keystone Institutional
Company, Inc.
Senior Vice President,
General Counsel and
Director:
Keystone Investor
Resource, Center, Inc.
Fiduciary Investment
Company, Inc.
Keystone Investment
Distributors Company
Senior Vice President,
General Counsel, Director
and Secretary:
Keystone Management,
Inc.
Keystone Software, Inc.
Formerly Senior Vice
President and Secretary:
Hartwell Keystone
Advisers, Inc.
Vice President and
Secretary:
Keystone Fixed Income
Advisers, Inc.

J. Kevin Kenely Vice President Vice President and
and Controller Controller:
Keystone Investments,
Inc.
Keystone Investment
Management Company
Keystone Investment
Distributors Company
Keystone Institutional
Company, Inc.
Fiduciary Investment
Company, Inc.
Keystone Software, Inc.
Formerly Vice President
and Controller:
Hartwell Keystone
Advisers, Inc.

Michael A. Thomas Vice President Vice President:
Keystone Investments, Inc.
<PAGE>
LIST OF OFFICERS AND DIRECTORS OF
KEYSTONE INVESTMENT MANAGEMENT COMPANY

Position with
Keystone
Investment
Name Management Company Other Business Affiliations
- - - - - ---- ------------------ ---------------------------

Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Executive Officer,
Chief Executive President and Director:
Officer,and Keystone Investments, Inc.
Director Keystone Management, Inc.
Keystone Software, Inc.
Keystone Asset Corporation
Keystone Capital Corporation
Chairman of the Board and
Director:
Keystone Fixed Income
Advisers, Inc.
Keystone Institutional
Company, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment
Company, Inc.
Keystone Investment
Distributors Company
Keystone Investor
Resource Center, Inc.
Boston Children's
Services Associates
Middlesex School
Middlebury College
Former Trustee or Director:
Neworld Bank
Robert Van Partners, Inc.

Philip M. Byrne Director President and Director:
Keystone Institutional
Company, Inc.
Senior Vice President:
Keystone Investments, Inc.

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 President
President, Chief Financial Officer and
Treasurer and Treasurer:
Chief Financial Keystone Investments, Inc.
Officer Keystone Investment
Distributors Company
Treasurer:
Keystone Institutional
Company, Inc.
Keystone Management,
Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Former Treasurer and
Director: Hartwell
Keystone Advisers, Inc.

James R. McCall Director and None
President

Ralph J. Director President and Director:
Spuehler, Jr. Keystone Investment
Distributors Company
Senior Vice President and
Director:
Keystone Investments, Inc.
Chairman and Director:
Keystone Investor
Resource Center, Inc.
Keystone Management, Inc.
Formerly President:
Keystone Management, Inc.
Formerly Treasurer:
The Kent Funds
Keystone Investments, Inc.
Keystone Investment
Management Company

Rosemary D. Senior Vice General Counsel, Senior
Van Antwerp President, Vice President and
General Counsel Secretary:
and Secretary Keystone Investments, Inc.
Senior Vice President and
General Counsel:
Keystone Institutional
Company, Inc.
Senior Vice President,
General Counsel and
Director:
Keystone Investor
Resource Center, Inc.
Fiduciary Investment
Company, Inc.
Keystone Investment
Distributors Company
Senior Vice President,
General Counsel, Director
and Secretary:
Keystone Management, Inc.
Keystone Software, Inc.
Former Senior Vice
President and Secretary:
Hartwell Keystone
Advisers, Inc.
Vice President and
Secretary:
Keystone Fixed Income
Advisers, Inc.

Harry Barr Vice President None

Robert K. Vice President None
Baumback

Betsy A. Blacher Senior Vice None
President

Francis X. Claro Vice President None

Kristine R. Vice President None
Cloyes

Christopher P. Senior Vice None
Conkey President

Richard Cryan Senior Vice None
President

Maureen E. Senior Vice None
Cullinane President

George E. Dlugos Vice President None

Antonio T. Docal Vice President None

Christopher R. Senior Vice None
Ely President

Robert L. Hockett Vice President None

Sami J. Karam Vice President None

Donald M. Keller Senior Vice None
President

George J. Kimball Vice President None

JoAnn L. Lyndon Vice President None

John C. Vice President None
Madden, Jr.

Stephen A. Marks Vice President None

Eleanor H. Marsh Vice President None

Walter T. Senior Vice None
McCormick President

Barbara McCue Vice President None

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

J. Kevin Kenely Vice President None
and Controller

Joseph J. Asst. Vice President None
Decristofaro
<PAGE>
Item 29. Principal Underwriter

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

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

(b) For information with respect to each officer and director of
Registrant's principal underwriter, see the following pages.

Position and Offices with Position and
Name and Principal Keystone Investment Offices with
Business Address Distributors Company 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

Richard J. Fish Regional Vice President None
309 West 90th Street
New York, NY 10024

Position and
Name and Principal Position and Offices with Offices with
Business Address Keystone Distributors, Inc. the Fund
- - - - - ------------------ --------------------------- -------------

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

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

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

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

Data Vault Inc.
3431 Sharpslot Road
Swansea, Massachusetts 02720

Item 31. Management Services

Not applicable.

Item 32. Undertakings

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

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for the effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, in The
Commonwealth of Massachusetts, on the 27th day of November, 1995.

KEYSTONE MID-CAP GROWTH FUND (S-3)

/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 27th day of November, 1995.

SIGNATURES TITLE
- - - - - ---------- -----

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

/s/ Albert H. Elfner, III Chief Executive Officer, President
- - - - - -------------------------- 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)(19).
<PAGE>
SIGNATURES

KEYSTONE MID-CAP GROWTH FUND (S-3)

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

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

SIGNATURES TITLE
- - - - - ---------- -----

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

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

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

*By:
--------------------------
Melina M.T. Murphy**
Attorney-in-Fact
<PAGE>
SIGNATURES TITLE
- - - - - ---------- -----