KEYSTONE AMERICA OMEGA FUND INC /MA/
DEFA14A, 1995-06-14
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                                 Special Notice
                             to the Shareholders of

KEYSTONE AMERICA OMEGA FUND, INC.

Dear Shareholder:

We need your help!

There are just a few shareholders like yourself from whom we have not received a
proxy card.  Without more votes,  your Fund will have to adjourn its shareholder
meeting again without  approving or disapproving the important issue before your
Fund.

This means that YOUR vote is very important!

The proposal before your Fund is for a tax-free  reorganization of the Fund as a
Massachusetts  business  trust.  Management  believes  approval of the  proposal
should result in reduced operating expenses and provide additional flexibilities
to your Fund.  The Fund's  Board of  Directors  believes  that  approval of this
proposal is in the best  interests of  shareholders  and they recommend that you
vote in favor of it.

PLEASE VOTE TODAY!

It's easy to vote your  shares and it will only take a minute.  SIMPLY  SIGN THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID  ENVELOPE. If you
have already  voted,  thank you for your  participation  -- no further action is
required on your part.

We sincerely  appreciate your vote, and hope that you will take a moment to vote
on this important issue which affects your Fund.

Sincerely,



Albert H. Elfner, III                        George S. Bissell
Chairman and President                       Chairman of the Board
Keystone Investments, Inc.                   Keystone Funds



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