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SUPPLEMENT TO CURRENT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION
OF
KEYSTONE OMEGA FUND (the "Fund")
The Fund was incorporated in Massachusetts on February 8, 1968. A
proposal to reorganize the Fund as a Massachusetts business trust was submitted
to shareholders of the Fund through the solicitation of proxies pursuant to a
proxy statement dated February 27, 1995, and has not yet been adopted. Until the
Fund is reorganized as a Massachusetts business trust, the following information
regarding the status of the Fund as a Massachusetts corporation will remain
applicable.
FUND SHARES
The Fund currently issues three classes of shares, which participate
proportionately based on their relative net asset values in dividends and
distributions and have equal voting, liquidation and other rights except that
(1) expenses related to the distribution of each class of shares or other
expenses that the Board of Directors may designate as class expenses from time
to time, are borne solely by each class; (2) each class of shares has exclusive
voting rights with respect to its Distribution Plan; (3) each class has
different exchange privileges; and (4) each class has a different designation.
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. Shares
are redeemable, transferable and freely assignable as collateral. The Fund is
authorized to issue three additional classes of shares.
Shareholders of the Fund are entitled to one vote for each full share
owned and fractional votes for fractional shares. Shares of the Fund vote
together except when required by law to vote separately by class.
Under Massachusetts law, the Fund is required to hold annual meetings
for the election of Directors and other matters.
CAPITAL STOCK
The Fund has authorized 25,000,000 shares, $1.00 par value, to be
allocated among the following classes of shares:
Class A
Class B
Class C
Class D
Class E
Class F
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 the Fund based on the relative net asset value
of each class of Fund shares. Each share of the Fund is entitled to one vote.
Classes of shares of the Fund have equal voting rights except that each class of
shares has exclusive voting rights with respect to its respective Distribution
Plan.
April 28, 1995
