KEYSTONE OMEGA FUND, 497, 1996-04-30

KEYSTONE OMEGA FUND
497, 1996-04-30

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<PAGE>

KEYSTONE OMEGA FUND
PROSPECTUS APRIL 29, 1996

Keystone Omega Fund (formerly named Keystone America Omega Fund, Inc.) (the
"Fund") is a mutual fund that seeks maximum capital growth by investing in a
varied portfolio consisting primarily of common stocks and securities
convertible into common stocks.

Generally, the Fund offers three classes of shares. Information on share
classes and their fee and sales charge structures may be found in the Fund's fee
table, "Alternative Sales Options," "Contingent Deferred Sales Charge and Waiver
of Sales Charges," "Distribution Plans" and "Fund Shares."

This prospectus concisely states 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 April 29, 1996, 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 provided on this page.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

KEYSTONE OMEGA FUND
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116-5034
CALL TOLL FREE 1-800-343-2898

TABLE OF CONTENTS
Page
Fee Table 2
Financial Highlights 3
The Fund 6
Investment Objective and Policies 6
Investment Restrictions 7
Risk Factors 7
Pricing Shares 9
Dividends and Taxes 9
Fund Management and Expenses 10
How to Buy Shares 12
Alternative Sales Options 13
Contingent Deferred Sales Charge and Waiver of Sales Charges 17
Distribution Plans 19
How to Redeem Shares 20
Shareholder Services 21
Performance Data 24
Fund Shares 24
Additional Information 25
Additional Investment Information (i)
Exhibit A A-1

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 OMEGA FUND
The purpose of this fee table is to assist investors in understanding the
costs and expenses that an investor in each class 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 Plans" and "Shareholder
Services."

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
FRONT END BACK END LEVEL LOAD
SHAREHOLDER TRANSACTION EXPENSES LOAD OPTION LOAD OPTION<F1> OPTION<F2>
--------------- -------------- --------------
<S> <C> <C> <C>
Sales Charge ...................................... 5.75%<F3> None None
(as a percentage of offering price)
Contingent Deferred Sales Charge .................. 0.00%<F4> 5.00% in the first year 1.00% in the first
(as a percentage of the lesser of cost or market declining to 1.00% in year and 0.00%
value of shares redeemed) the sixth year and thereafter
0.00% thereafter
Exchange Fee (per exchange)<F5> ................... $10.00 $10.00 $10.00

ANNUAL FUND OPERATING EXPENSES<F6>
(as a percentage of average net assets)
Management Fees ................................... 0.75% 0.75% 0.75%
12b-1 Fees ........................................ 0.14% 1.00%<F7> 1.00%<F7>
Other Expenses .................................... 0.49% 0.54% 0.55%
---- ---- ----
Total Fund Operating Expenses ..................... 1.38% 2.29% 2.30%
==== ==== ====

<CAPTION>
EXAMPLES<F8> 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each period:
Class A ......................................................... $ 71 $ 99 $129 $214
Class B ......................................................... $ 73 $102 $143 $240
Class C ......................................................... $ 33 $ 72 $123 $264
You would pay the following expenses on a $1,000 investment,
assuming no redemption at the end of each period:
Class A ......................................................... $ 71 $ 99 $129 $214
Class B ......................................................... $ 23 $ 72 $123 $240
Class C ......................................................... $ 23 $ 72 $123 $264

AMOUNTS SHOWN IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<FN>
- ----------
<F1> Class B shares purchased on or after June 1, 1995 convert tax free to Class
A shares after eight years. See "Class B Shares" for more information.
<F2> Class C shares are available only through dealers who have entered into
special distribution agreements with Keystone Investment Distributors
Company, the Fund's principal underwriter.
<F3> The sales charge applied to purchases of Class A shares declines as the
amount invested increases. See "Class A Shares".
<F4> Purchases of Class A shares in the amount of $1,000,000 or more and/or
purchases made by certain qualifying retirement or other plans are not
subject to a sales charge, but may be subject to a contingent deferred
sales charge of 0.25%. See the "Class A Shares" and "Contingent Deferred
Sales Charge and Waiver of Sales Charges" sections of this prospectus for
an explanation of the charge.
<F5> 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.")
<F6> Expense ratios are for the Fund's fiscal year ended December 31, 1995. The
expense ratios include indirectly paid expenses for the year ended December
31, 1995. Excluding indirectly paid expenses, the expense ratios for Class
A, B and C shares would have been 1.37%, 2.27% and 2.29%, respectively.
<F7> Long term shareholders may pay more than the equivalent of the maximum
front end sales charges permitted by the National Association of Securities
Dealers, Inc. ("NASD").
<F8> 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%.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS
KEYSTONE OMEGA FUND
CLASS A SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)
The following table contains important financial information relating to
the Fund. The condensed financial information for the years ended December 31,
1989 through December 31, 1995 has been audited by KPMG Peat Marwick LLP, the
Fund's independent auditors. The financial highlights for the years ended
December 31, 1985 to December 31, 1988 were audited by other auditors. The
table appears in the Fund's 1995 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 DECEMBER 31,
-----------------------------------------------------------------------------------------------
1995 1994 1993 1992(B) 1991 1990 1989 1988 1987 1986
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
YEAR ........................ $15.54 $17.11 $15.84 $17.68 $13.37 $16.03 $13.66 $12.08 $13.44 $14.12
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from investment
operations Net investment
income (loss) ............... 0.00 0.04 (0.07) 0.00 (0.04) 0.11 0.17 0.30(d) 0.02 0.23
Net realized and unrealized
gains (losses) on investments 5.58 (1.00) 3.07 0.39 6.92 (0.39) 4.30 1.40 1.11 1.49
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ................. 5.58 (0.96) 3.00 0.39 6.88 (0.28) 4.47 1.70 1.13 1.72
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions from:
Net investment income ........ 0.00 0.00 0.00 0.00 (0.02) (0.25) (0.20) (0.12) (0.24) (0.28)
In excess of net investment
income ...................... 0.00 0.00 0.00 0.00 (0.05) (0.04) 0.00 0.00 0.00 0.00
Capital gains ................ (1.56) (0.61) (1.73) (2.23) (2.50) (2.09) (1.90) 0.00 (2.25) (2.12)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ......... (1.56) (0.61) (1.73) (2.23) (2.57) (2.38) (2.10) (0.12) (2.49) (2.40)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE, END OF YEAR . $19.56 $15.54 $17.11 $15.84 $17.68 $13.37 $16.03 $13.66 $12.08 $13.44
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN (A) ............. 36.94% (5.66%) 19.33% 4.00% 54.49% (2.38%) 33.05% 14.05% 8.27% 12.07%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Total expenses .............. 1.38%(c) 1.41% 1.51% 1.52% 1.57% 1.73% 1.84% 1.78% 1.99% 1.47%
Net investment income (loss). 2.26% 0.27% (0.48%) (0.01%) (0.31%) 0.70% 1.03% 2.22% 0.13% 1.60%
Portfolio turnover rate ...... 159% 137% 162% 176% 115% 108% 77% 84% 106% 178%
Net assets, end of year
(thousands) $135,079 $99,569 $90,404 $73,144 $58,671 $38,531 $39,682 $33,951 $30,246 $31,812
- ----------
(a) Excluding applicable sales charges.
(b) Calculated on average shares outstanding.
(c) The annualized expense ratio includes indirectly paid expenses for the
year ended December 31, 1995. Excluding indirectly paid expenses, the
expense ratio would have been 1.37%.
(d) Includes $0.17 per share relating to a special non-recurring distribution
from Inco Limited.
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS
KEYSTONE OMEGA FUND
CLASS B SHARES

(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 1995 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.

AUGUST 2, 1993
(DATE OF INITIAL
YEAR ENDED DECEMBER 31, PUBLIC OFFERING)
----------------------- TO
1995 1994 DECEMBER 31, 1993
---- ---- -----------------
NET ASSET VALUE, BEGINNING OF
YEAR ......................... $15.34 $17.06 $17.29
------ ------ ------
Income from investment operations:
Net investment loss ............ (0.09) (0.06) (0.05)
Net realized and unrealized
gains (losses) on investments 5.41 (1.05) 1.55
------ ------ ------
Total from investment
operations ................. 5.32 (1.11) 1.50
------ ------ ------
Less distributions from:
Capital gains .................. (1.56) (0.61) (1.73)
------ ------ ------
Total distributions .......... (1.56) (0.61) (1.73)
------ ------ ------
NET ASSET VALUE, END OF YEAR ... $19.10 $15.34 $17.06
====== ====== ======
TOTAL RETURN (B) ............... 35.70% (6.57%) 9.02%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Total expenses ............... 2.29%(c) 2.30% 2.57%(a)
Net investment loss .......... (0.94%) (0.58%) (1.73%)(a)
Portfolio turnover rate ........ 159% 137% 162%
Net assets, end of year
(thousands) .................. $71,636 $32,266 $7,423
- ----------
(a) Annualized.
(b) Excluding applicable sales charges.
(c) The annualized expense ratio includes indirectly paid expenses for the
year ended December 31, 1995. Excluding indirectly paid expenses, the
expense ratio would have been 2.27%.

<PAGE>

FINANCIAL HIGHLIGHTS
KEYSTONE OMEGA FUND
CLASS C SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)

AUGUST 2, 1993
(DATE OF INITIAL
YEAR ENDED DECEMBER 31, PUBLIC OFFERING)
----------------------- TO
1995 1994 DECEMBER 31, 1993
---- ---- -----------------

NET ASSET VALUE, BEGINNING OF
YEAR ......................... $15.37 $17.09 $17.29
------ ------ ------
Income from investment operations:
Net investment loss ............ (0.13) (0.07) (0.06)
Net realized and unrealized
gains (losses) on investments 5.45 (1.04) 1.59
------ ------ ------
Total from investment
operations ................. 5.32 (1.11) 1.53
------ ------ ------
Less distributions from:
Capital gains .................. (1.56) (0.61) (1.73)
------ ------ ------
Total distributions .......... (1.56) (0.61) (1.73)
------ ------ ------
NET ASSET VALUE, END OF YEAR ... $19.13 $15.37 $17.09
====== ====== ======
TOTAL RETURN (B) ............... 35.62% (6.56%) 9.20%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Total expenses ............... 2.30%(c) 2.30% 2.48%(a)
Net investment loss .......... (0.91%) (0.63%) (1.64%)(a)
Portfolio turnover rate ........ 159% 137% 162%
Net assets, end of year
(thousands) .................. $13,963 $9,900 $3,620
- ----------
(a) Annualized.
(b) Excluding applicable sales charges.
(c) The annualized expense ratio includes indirectly paid expenses for the
year ended December 31, 1995. Excluding indirectly paid expenses, the
expense ratio would have been 2.29%.

<PAGE>

THE FUND
The Fund is an open-end, diversified management investment company, commonly
known as a mutual fund. The Fund was formed as a Massachusetts business trust.
Originally the Fund had been incorporated in Massachusetts on February 8,
1968. The Fund is one of twenty funds managed by Keystone Management, Inc.
("Keystone Management"), the Fund's investment manager, and one of more than
thirty funds advised by Keystone Investment Management Company (formerly named
Keystone Custodian Funds, Inc.) ("Keystone"), the Fund's investment adviser.
Keystone and Keystone Management are, from time to time, collectively referred
to as "Keystone."

INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek maximum capital growth by
investing in a varied portfolio consisting primarily of common stocks and
securities convertible into common stocks.

PRINCIPAL INVESTMENTS
The Fund pursues its objective by employing the techniques of the fully-
managed investment concept, meaning that Keystone will continuously review
both individual securities and relevant general conditions. Whenever, in the
opinion of Keystone, a security no longer seems to have the required
characteristics, an anticipated level of performance has been achieved, or
other securities present relatively greater opportunities for realizing the
Fund's objective, appropriate changes will be made in the Fund's portfolio.
The Fund's equity position will be changed as Keystone changes its evaluation
of trends in general securities price levels. Portfolio turnover rate will
not be considered a limiting factor in the execution of investment decisions.

Although the Fund invests predominantly in equity securities of U.S.
corporations, in pursuing its objective, the Fund may also invest up to 25% of
its assets in foreign securities issued by issuers located in developed
countries as well as emerging markets countries, including certain formerly
communist countries. For this purpose, countries with emerging markets are
generally those where the per capita income is in the low to middle ranges, as
determined by the International Bank for Reconstruction and Development.

OTHER ELIGIBLE SECURITIES
When Keystone deems it advisable, the Fund may, for temporary defensive
purposes, invest without limit in investment grade bonds or debentures rated
by Moody's Investors Service ("Moody's") as Baa or better or by Standard &
Poor's Corporation ("S&P") as BBB or better or those having at least similar
quality in Keystone's judgment. Bonds that are rated Baa by Moody's are
considered to be 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 have speculative
characteristics as well. Debt rated BBB by S&P is regarded as having an
adequate capacity to pay interest and repay principal. While 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. Under circumstances where the Fund is investing for defensive
purposes, it will not be pursuing its investment objective.

The Fund also may invest in non-convertible preferred stocks of companies
considered creditworthy and able to sustain dividend payments and in short-
term money market instruments maturing in one year or less. Such money market
instruments may be United States ("U.S.") government securities; certificates
of deposit in banks considered credit-worthy; or commercial paper of
companies, the bonds or debentures of which are investment grade. While these
securities are not without risk of price fluctuation or default, they are
generally less volatile than common stock.

The Fund may enter into repurchase and reverse repurchase agreements, invest
in master demand notes, lend portfolio securities, purchase and sell
securities and currencies on a when issued and delayed delivery basis and
purchase or sell securities on a forward commitment basis, write covered call
and put options and purchase call and put options to close out existing
positions and may employ new investment techniques with respect to such
options. The Fund may also enter into currency and other financial futures
contracts and related options transactions for hedging purposes and not for
speculation, and may employ new investment techniques with respect to such
futures contracts and related options.

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, as amended
(the "1933 Act"). Generally, Rule 144A establishes a safe harbor from the
registration requirements of the 1933 Act for resales by large institutional
investors of securities not publicly traded in the U.S. The Fund intends to
purchase Rule 144A securities when such securities present an attractive
investment opportunity and otherwise meet the Fund's selection criteria. The
Board of Trustees has adopted guidelines and procedures pursuant to which the
liquidity of the Fund's Rule 144A securities is determined by Keystone and the
Board of Trustees 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.

For further information about the types of investments and investment
techniques available to the Fund, including the risks associated therewith, see
the sections of this prospectus entitled "Risk Factors" and "Additional
Investment Information" 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.

NONFUNDAMENTAL NATURE OF INVESTMENT OBJECTIVE
The Fund's investment objective is nonfundamental and may be changed without
the 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 investment restrictions summarized
below, which may not be changed without the vote of a majority (as defined in
the 1940 Act) of the Fund's outstanding shares. These restrictions and certain
other fundamental and nonfundamental restrictions are set forth in the
statement of additional information.

The Fund may not: (1) invest more than 10% of its total assets in the
securities of any one issuer (except U.S. government securities), and (2)
borrow, unless, immediately after any such borrowing, such borrowing and all
other such borrowings and other liabilities do not exceed one-third of the value
of the Fund's total assets.

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 maximum capital growth by investing in a varied
portfolio consisting primarily of common stocks and securities convertible
into common stocks.

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 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 common stocks, particularly those having growth
characteristics, frequently involves greater risks (and possibly greater
rewards) than investing in other types of securities. Common stock prices tend
to be more volatile and companies having growth characteristics may sometimes
be unproven.

A need for cash due to large liquidations from the Fund when prices of
common 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 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.

FOREIGN RISK. Investing in 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 markets, brokers, listed companies and banks in foreign
countries than in the U.S.; (6) the Fund may incur fees on currency exchanges
when it changes investments from one country to another; (7) the Fund's
foreign investments could be affected by expropriation, confiscatory taxation,
nationalization, establishment of currency exchange controls, political or
social instability or diplomatic developments; (8) fluctuations in foreign
exchange rates will affect the value of the Fund's investments, the value of
dividends and interest earned, gains and losses realized on the sale of
securities, net investment income and unrealized appreciation or depreciation
of investments; and (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.

Investing in securities of issuers in emerging market countries involves
exposure to economic systems that are generally less mature and political
systems that are generally less stable than those of developed countries. In
addition, investing in companies in emerging market countries may also involve
exposure to national policies that may restrict investment by foreigners and
undeveloped legal systems governing private and foreign investments and
private property. The typically small size of the markets for securities
issued by companies in emerging markets countries and the possibility of a low
or nonexistent volume of trading in those securities may also result in a lack
of liquidity and in price volatility of those securities. Furthermore,
investing in securities of companies in the formerly communist countries of
Eastern Europe and the People's Republic of China 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 Fund could lose its entire investment in
those countries.

OTHER CONSIDERATIONS. The Fund 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 such a growth fund.

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 portfolio
securities do not affect the current net asset value of its shares. The
Exchange currently is closed on weekends, New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The net asset value per share of the Fund is arrived at by
determining the value of the Fund's assets, subtracting its liabilities and
dividing the result by the number of its shares outstanding.

For the purposes of calculating the net asset value of a Fund share on any
given day, securities traded on national securities exchanges or reported on
the National Association of Securities Dealers' Automated Quotation System
("NASDAQ") National Market are valued at the last sale price. If there were no
transactions on that day, securities will be valued at the mean of the closing
bid and asked prices or at such other value as shall be determined in good
faith, by or under the direction of the Fund's Board of Trustees, to be the
fair market value of such securities. Commercial paper is generally valued at
cost, which approximates market.

Other securities, including unlisted securities, are valued at the last
reported bid price if such prices are available. Prices for such securities
are considered to be unavailable if, for example, the securities are
restricted securities, or if there exists a "thin market" in the securities.
In such situations, the value is determined in good faith by or under the
direction of the Fund's Board of Trustees.

DIVIDENDS AND TAXES
The Fund has qualified and intends to qualify in the future as a regulated
investment company under the Internal Revenue Code (the "Code"). The Fund
qualifies if, among other things, it distributes to its shareholders at least
90% of its net investment income for its fiscal year. The Fund also intends
to make timely distributions, if necessary, sufficient in amount to avoid the
nondeductible 4% excise tax imposed on a regulated investment company to the
extent that it fails to distribute, with respect to each calendar year, at
least 98% of its ordinary income for such calendar year and 98% of its net
capital gains for the one-year period ending October 31 of such calendar year.
Any taxable dividend declared in October, November or December to shareholders
of record in such month and paid by the following January 31 will be
includable in the taxable income of the shareholder 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 will make distributions from its net investment income and net capital
gains, if any, at least annually. Because Class A shares bear most of the
costs of distribution of such shares through payment of a front end sales
charge while Class B and Class C shares bear such expenses through a higher
annual distribution fee, expenses attributable to Class B shares and Class C
shares will generally be higher and income distributions paid by the Fund with
respect to Class A shares will generally be greater than those paid with
respect to Class B and Class C shares.

Shareholders receive Fund distributions in the form of additional shares of
that class of shares upon which the distribution is based or, at the
shareholder's option, in cash. Fund distributions in the form of additional
shares are made at net asset value without the imposition of a sales charge.
Dividends and distributions are taxable whether they are received in cash or
in shares. Income dividends and net short-term gains dividends 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. The Fund advises its shareholders
annually as to the federal tax status of all distributions made during the
year.

FUND MANAGEMENT AND EXPENSES
BOARD OF TRUSTEES
Under Massachusetts law, the Fund's Board of Trustees has absolute and
exclusive control over the management and disposition of all assets of the
Fund. Subject to the authority 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, the Fund's investment manager, 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 most of the other funds in the Keystone America Fund Family and certain
other Funds in the Keystone Investments Family of Funds.

Pursuant to its Investment Management Agreement with the Fund (the
"Management Agreement"), Keystone Management has delegated its investment
management functions, except for certain administrative and management
services to be performed by Keystone Management, to Keystone and has entered
into an Investment Advisory Agreement with Keystone (the "Advisory Agreement")
under which Keystone provides investment advisory and management services to
the Fund. Services performed by Keystone Management include (1) performing
research and planning with respect to (a) the Fund's qualification as a
regulated investment company under Subchapter M of the Code, (b) tax treatment
of the Fund's portfolio investments, (c) tax treatment of special corporate
actions (such as reorganizations), (d) state tax matters affecting the Fund,
and (e) the Fund's distributions of income and capital gains; (2) preparing
the Fund's federal and state tax returns; (3) providing services to the Fund's
shareholders in connection with federal and state taxation and distributions
of income and capital gains; and (4) storing documents relating to the Fund's
activities.

The Fund pays Keystone Management a fee for its services at the annual rate
set forth below:

Aggregate Net Asset
Management Value of the Shares
Fee of the Fund
- ------------------------------------------------------------------------------
0.75% of the first $ 250,000,000, plus
0.675% of the next $ 250,000,000, plus
0.60% of the next $ 500,000,000, plus
0.50% of amounts over $1,000,000,000

computed as of the close of business on each business day and payable daily.

During the fiscal year ended December 31, 1995, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$1,280,436, which amount represented 0.75% of the Fund's average net assets.
Of such amount paid to Keystone Management, $1,088,371 was paid to Keystone
for its services to the Fund.

To the extent the Fund's management fee equals 0.75%, the fee would be
higher than that paid by most mutual funds, but would not necessarily be
higher than that paid by funds with similar objectives.

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"), located at 200 Berkeley Street,
Boston, Massachusetts 02116-5034.

Keystone Investments is a private corporation predominately owned by current
and former members of management 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, Ralph J. Spuehler, Jr. and Rosemary D. Van
Antwerp. 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.

The Management Agreement and the Advisory Agreement continue in effect from
year to year only so long as such continuance is specifically approved at least
annually by the Fund's Board of Trustees or by vote of a majority of the
outstanding shares of the Fund. In either case, the terms of the Management
Agreement and the Advisory Agreement and continuance thereof must be approved by
the vote of a majority of Independent Trustees cast in person at a meeting
called for the purpose of voting on such approval. The Management Agreement and
the Advisory Agreement may be terminated, without penalty, on 60 days' written
notice by the Fund, Keystone Management or Keystone, or may be terminated by a
vote of the Fund's shareholders. The Management Agreement and the Advisory
Agreement will terminate automatically upon assignment.

The Fund has adopted a Code of Ethics incorporating policies on personal
securities trading as recommended by the Investment Company Institute.

PORTFOLIO MANAGER
Maureen E. Cullinane has been the Fund's portfolio manager since 1989. Ms.
Cullinane is a Keystone Senior Vice President and Senior Portfolio Manager and
has more than 20 years of investment experience.

FUND EXPENSES
The Fund pays 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 associated with
certain of its Trustees; transfer, dividend disbursing and shareholder
servicing agent expenses; custodian expenses; fees of its independent
auditors and legal counsel to its Independent Trustees; fees payable to
government agencies, including registration and qualification fees of the Fund
and its shares under federal and state securities laws; and certain
extraordinary expenses. In addition, each class will pay all of the expenses
attributable to it. Such expenses are currently limited to Distribution Plan
expenses. The Fund also pays its brokerage commissions, interest charges and
taxes.

For the fiscal year ended December 31, 1995, the Fund's Class A, Class B and
Class C shares paid 1.38%, 2.29% and 2.30%, respectively, of their respective
average class net assets in expenses.

During the fiscal year ended December 31, 1995, the Fund paid or accrued to
Keystone Investor Resource Center, Inc. ("KIRC"), the Fund's transfer and
dividend disbursing agent, and to Keystone Investments $565,768 for
shareholder services and $39,461 for certain accounting and printing services,
respectively. KIRC is a wholly-owned subsidiary of Keystone.

SECURITIES TRANSACTIONS
Under policies established by the Fund's 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 as a factor the number of shares of the Fund
sold by such broker-dealer. In addition, broker-dealers executing portfolio
transactions may, from time to time, be affiliated with the Fund, Keystone
Management, Keystone, 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 December 31,
1994 and 1995 were 137% and 159%, respectively. High portfolio turnover may
involve correspondingly greater brokerage commissions and other transaction
costs, which will 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. You may also open an account by telephoning 1-800- 343-2898
to obtain the number of an account to which you can wire or electronically
transfer funds, and then sending in a completed account application. Subsequent
investments in any amount may be made by check, by wiring Federal funds or by an
electronic funds transfer ("EFT").

Orders for the purchase of shares of the Fund will be confirmed at an
offering price equal to the net asset value per share next determined after
receipt of the order in proper form by the Principal Underwriter (generally as
of the close of the Exchange on that day) plus, in the case of Class A shares,
the applicable sales charge. Orders received by dealers or other firms prior to
the close of the Exchange and received by the Principal Underwriter prior to
the close of its business day will be confirmed at the offering price
effective as of the close of the Exchange on that day.

Orders for shares received other than as stated above will receive the
offering price equal to the net asset value per share next determined (generally
the next business day's offering price) plus, in the case of Class A shares, the
applicable sales charge.

The Fund reserves the right to determine the net asset value more frequently
than once a day if deemed desirable. Dealers and other financial services firms
are obligated to transmit orders promptly.

The initial purchase must be at least $1,000. There is no minimum amount for
subsequent purchases.

The Fund reserves the right to withdraw all or any part of the offering made
by this prospectus and to reject purchase orders.

Shareholder inquiries should be directed to KIRC by calling toll free 1-800-
343-2898 or writing to KIRC or to the firm from which you received this
prospectus.

ALTERNATIVE SALES OPTIONS
Generally, the Fund offers three classes of shares:

CLASS A SHARES -- FRONT END LOAD OPTION

Class A shares are sold with a sales charge at the time of purchase. Class A
shares are not subject to a deferred sales charge when they are redeemed except
as follows: Class A shares purchased (1) in an amount equal to or exceeding
$1,000,000 or (2) by a corporate qualified retirement plan or a non-qualified
deferred compensation plan sponsored by a corporation having 100 or more
eligible employees (a "Qualifying Plan"), in either case without a front end
sales charge, will be subject to a contingent deferred sales charge for the 24
month period following the date of purchase.

CLASS B SHARES -- BACK END LOAD OPTION
Class B shares are sold without a sales charge at the time of purchase, but
are, with certain exceptions, subject to a contingent deferred sales charge if
they are redeemed. Class B shares purchased on or after June 1, 1995 are
subject to a contingent deferred sales charge if redeemed during the 72 month
period commencing with and including the month of purchase. Class B shares
purchased prior to June 1, 1995 are subject to a deferred sales charge upon
redemption during the four calendar years following purchase. Class B shares
purchased on or after June 1, 1995 that have been outstanding for eight years
from and including the month of purchase will automatically convert to Class A
shares without the imposition of a front-end sales charge or exchange fee.
Class B shares purchased prior to June 1, 1995 will retain their existing
conversion rights.

CLASS C SHARES -- LEVEL LOAD OPTION
Class C shares are sold without a sales charge at the time of purchase, but
are subject to a deferred sales charge if they are redeemed within one year
after the date of purchase. Class C shares are available only through dealers
who have entered into special distribution agreements with the Principal
Underwriter.

Each class of shares, pursuant to its Distribution Plan or other plan, pays
an annual service fee of 0.25% of the Fund's average daily net assets
attributable to that class. In addition to the 0.25% service fee, the Class B
and C Distribution Plans provide for the payment of an annual distribution fee
of up to 0.75% of the average net assets attributable to their respective
classes. As a result, income distributions paid by the Fund with respect to
Class B and Class C shares will generally be less than those paid with respect
to Class A shares.

Investors who would rather pay the entire cost of distribution at the time
of investment, rather than spreading such cost over time, might consider Class
A shares. Other investors might consider Class B or Class C shares, in which
case 100% of the purchase price is invested immediately, depending on the
amount of the purchase and the intended length of investment.

The Fund will not normally accept any purchase of Class B shares in the
amount of $250,000 or more and will not normally accept any purchase of Class
C shares in the amount of $1,000,000 or more.
----------------------------------------------

CLASS A SHARES
Class A shares are offered at net asset value plus an initial sales charge
as follows:

<TABLE>
<CAPTION>
AS A % OF CONCESSION TO
AS A % OF NET AMOUNT DEALERS AS A % OF
AMOUNT OF PURCHASE OFFERING PRICE INVESTED* OFFERING PRICE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Less than $50,000 .................................. 5.75% 6.10% 5.25%
$50,000 but less than $100,000 ..................... 4.75% 4.99% 4.25%
$100,000 but less than $250,000 .................... 3.75% 3.90% 3.25%
$250,000 but less than $500,000 .................... 2.50% 2.56% 2.25%
$500,000 but less than $1,000,000 .................. 1.50% 1.52% 1.50%
- ----------
*Rounded to the nearest one-hundredth percent.
</TABLE>
----------------------------------------------
Purchases of the Fund's Class A shares in the amount of $1 million or more
and/or purchases of Class A shares made by a Qualifying Plan or a tax
sheltered annuity plan sponsored by a public education entity having 5,000 or
more eligible employees (a "TSA Plan") will be at net asset value without the
imposition of a front-end sales charge (each such purchase, an "NAV
Purchase").

In addition, purchases of the Fund's Class A shares made for the benefit of
a Chilean retirement plan (a "Chilean Retirement Plan") in the amount of $1
million or more will be an NAV Purchase.

With respect to NAV Purchases, the Principal Underwriter will pay broker/
dealers or others concessions based on (1) the investor's cumulative purchases
during the one-year period beginning with the date of the initial NAV Purchase
and (2) the investor's cumulative purchases during each subsequent one-year
period beginning with the first NAV Purchase following the end of the prior
period. For such purchases, concessions will be paid at the following rate:
1.00% of the investment amount up to $2,999,999; plus 0.50% of the investment
amount between $3,000,000 and $4,999,999; plus 0.25% of the investment amount
over $4,999,999. Upon redemption within two years of NAV Purchases by a
Chilean Retirement Plan of any shares upon which the payment of a concession
was based, a prorated portion of such concession shall be returned to the
Principal Underwriter.

With the exception of Class A shares acquired by a TSA Plan or a Chilean
Retirement Plan, Class A shares acquired in an NAV Purchase are subject to a
contingent deferred sales charge of 1.00% upon redemption during the 24 month
period commencing on the date the shares were originally purchased. Class A
shares acquired by a TSA Plan or a Chilean Retirement Plan in an NAV Purchase
are not subject to a contingent deferred sales charge.

The sales charge is paid to the Principal Underwriter, which in turn
normally reallows a portion to your broker-dealer. In addition, your broker-
dealer currently will be paid periodic service fees at an annual rate of up to
0.25% of the average daily net asset value of Class A shares maintained by
such recipient and outstanding on the books of the Fund for specified periods.

Upon written notice to dealers with whom it has dealer agreements, the
Principal Underwriter may reallow up to the full applicable sales charge.

Initial sales charges may be eliminated for persons purchasing Class A
shares which are included in a broker-dealer or investment adviser managed fee
based program (a "wrap account") with broker dealers or investment advisers
who have entered into special agreements with the Principal Underwriter.
Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of the Fund alone or in combination
with Class A shares of other Keystone America Funds. See Exhibit A to this
prospectus.

Upon prior notification to the Principal Underwriter, Class A shares may be
purchased at net asset value by clients of registered representatives within
six months after a change in the registered representative's employment, when
the amount invested represents redemption proceeds from a registered open-end
management investment company not distributed or managed by Keystone or its
affiliates; and the shareholder either (1) paid a front end sales charge, or
(2) was at some time subject to, but did not actually pay, a contingent
deferred sales charge with respect to the redemption proceeds.

Upon prior notification to the Principal Underwriter, Class A shares may be
purchased at net asset value by clients of registered representatives within
six months after the redemption of shares of any registered open-end
investment company not distributed or managed by Keystone or its affiliates,
when the amount invested represents redemption proceeds from such unrelated
registered open-end investment company, and the shareholder either (1) paid a
front end sales charge, or (2) was at some time subject to, but did not
actually pay, a contingent deferred sales charge with respect to the
redemption proceeds. This special net asset value purchase is currently being
offered on a calendar month by month basis and may be modified or terminated
in the future.

CLASS A DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan with respect to its Class A shares
(the "Class A Distribution Plan") that provides for expenditures by the Fund,
currently limited to 0.25% annually of the average daily net asset value of
Class A shares, in connection with the distribution of Class A shares.
Payments under the Class A Distribution Plan are currently made to the
Principal Underwriter (which may reallow all or part to others, such as
dealers), as service fees at an annual rate of up to 0.25% of the average
daily net asset value of Class A shares maintained by the recipients and
outstanding on the books of the Fund for specified periods.

CLASS B SHARES
Class B shares are offered at net asset value, without an initial sales
charge.

With respect to Class B shares purchased on or after June 1, 1995, the Fund,
with certain exceptions, imposes a deferred sales charge in accordance with
the following schedule:

DEFERRED
SALES
CHARGE
REDEMPTION TIMING IMPOSED
- ----------------- -------
First twelve month period .................... 5.00%
Second twelve month period ................... 4.00%
Third twelve month period .................... 3.00%
Fourth twelve month period ................... 3.00%
Fifth twelve month period .................... 2.00%
Sixth twelve month period .................... 1.00%

No deferred sales charge is imposed on amounts redeemed thereafter.

With respect to Class B shares sold prior to June 1, 1995, the Fund, with
certain exceptions, imposes a deferred sales charge of 3.00% on shares
redeemed during the calendar year of purchase and the first calendar year
after the year of purchase; 2.00% on shares redeemed during the second
calendar year after the year of purchase; and 1.00% on shares redeemed during
the third calendar year after the year of purchase. No deferred sales charge
is imposed on amounts redeemed thereafter.

When imposed, the deferred sales charge is deducted from the redemption
proceeds otherwise payable to you. The deferred sales charge is retained by
the Principal Underwriter. Amounts received by the Principal Underwriter under
the Class B Distribution Plans are reduced by deferred sales charges retained
by the Principal Underwriter. See "Contingent Deferred Sales Charge and Waiver
of Sales Charges" below.

Class B shares purchased on or after June 1, 1995 that have been outstanding
for eight years from and including the month of purchase will automatically
convert to Class A shares (which are subject to a lower Distribution Plan
charge) without imposition of a front-end sales charge or exchange fee. Class
B shares purchased prior to June 1, 1995 will similarly convert to Class A
shares at the end of seven calendar years after the year of purchase.
(Conversion of Class B shares represented by stock certificates will require
the return of the stock certificates to KIRC.) The Class B shares so converted
will no longer be subject to the higher expenses borne by Class B shares.
Because the net asset value per share of the Class A shares may be higher or
lower than that of the Class B shares at the time of conversion, although the
dollar value will be the same, a shareholder may receive more or fewer Class A
shares than the number of Class B shares converted. Under current law, it is
the Fund's opinion that such a conversion will not constitute a taxable event
under federal income tax law. In the event that this ceases to be the case,
the Board of Trustees will consider what action, if any, is appropriate and in
the best interests of the Class B shareholders.

CLASS B DISTRIBUTION PLANS
The Fund has adopted Distribution Plans with respect to its Class B shares
(the "Class B Distribution Plans") that provide, in the aggregate, for
expenditures by the Fund at an annual rate of up to 1.00% of the average daily
net asset value of Class B shares to pay expenses of the distribution of Class
B shares. Payments under the Class B Distribution Plans are currently made to
the Principal Underwriter (which may reallow all or part to others, such as
dealers) (1) as commissions for Class B shares sold and (2) as shareholder
service fees. Amounts paid or accrued to the Principal Underwriter under (1)
and (2) in the aggregate may not exceed the annual limitation referred to
above.

The Principal Underwriter generally reallows to brokers or others a
commission equal to 4.00% of the price paid for each Class B share sold plus
the first year's service fee in advance in the amount of 0.25% of the price
paid for each Class B share sold. Beginning approximately 12 months after the
purchase of a Class B share, the broker or other party will receive service
fees at an annual rate of 0.25% of the average daily net asset value of such
Class B share maintained by the recipient and outstanding on the books of the
Fund for specified periods. See "Distribution Plans" below.

CLASS C SHARES
Class C shares are offered only through dealers who have special
distribution agreements with the Principal Underwriter. Class C shares are
offered at net asset value, without an initial sales charge. With certain
exceptions, the Fund imposes a deferred sales charge of 1.00% on shares
redeemed within one year after the date of purchase. No deferred sales charge
is imposed on amounts redeemed thereafter. If imposed, the deferred sales
charge is deducted from the redemption proceeds otherwise payable to you. The
deferred sales charge is retained by the Principal Underwriter. See
"Contingent Deferred Sales Charge and Waiver of Sales Charges" below.

CLASS C DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan with respect to its Class C shares
(the "Class C Distribution Plan") that provides for expenditures by the Fund at
an annual rate of up to 1.00% of the average daily net asset value of Class C
shares to pay expenses of the distribution of Class C shares. Payments under the
Class C Distribution Plan are currently made to the Principal Underwriter (which
may reallow all or part to others, such as dealers) (1) as commissions for Class
C shares sold and (2) as shareholder service fees. Amounts paid or accrued to
the Principal Underwriter under (1) and (2) in the aggregate may not exceed the
annual limitation referred to above.

The Principal Underwriter generally reallows to brokers or others a
commission in the amount of 0.75% of the price paid for each Class C share
sold, plus the first year's service fee in advance in the amount of 0.25% of
the price paid for each Class C share sold, and, beginning approximately
fifteen months after purchase, a commission at an annual rate of 0.75%
(subject to NASD rules -- see "Distribution Plans") plus service fees, which
are paid at the annual rate of 0.25% of the average daily net asset value of
each Class C share maintained by the recipients and outstanding on the books
of the Fund for specified periods. See "Distribution Plans" below.

CONTINGENT DEFERRED SALES CHARGE
AND WAIVER OF SALES CHARGES
Any contingent deferred sales charge imposed upon the redemption of Class A,
Class B or Class C shares is a percentage of the lesser of (1) the net asset
value of the shares redeemed or (2) the net asset value at the time of
purchase of such shares.

No contingent deferred sales charge is imposed when you redeem amounts
derived from (1) increases in the value of your account above the net cost of
such shares due to increases in the net asset value per share of such shares;
(2) certain shares with respect to which the Fund did not pay a commission on
issuance, including shares acquired through reinvestment of dividend income
and capital gains distributions; (3) certain Class A shares held for more than
two years from the date of purchase; (4) Class B shares held more than four
consecutive calendar years or more than 72 months after the month of purchase,
as the case may be; or (5) Class C shares held for more than one year from the
date of purchase. Upon request for redemption, shares not subject to the
contingent deferred sales charge will be redeemed first. Thereafter, shares
held the longest will be the first to be redeemed.

With respect to Class A shares purchased by a Qualifying Plan at net asset
value or Class C shares purchased by a Qualifying Plan, no contingent deferred
sales charge will be imposed on any redemptions made specifically by an
individual participant in the Qualifying Plan. This waiver is not available in
the event a Qualifying Plan (as a whole) redeems substantially all of its
assets.

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 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.

The Fund may also sell Class A, Class B or Class C shares at net asset value
without any initial sales charge or a contingent deferred sales charge to
certain Directors, Trustees, officers and employees of the Fund and Keystone
and certain of their affiliates, to registered representatives of firms with
dealer agreements with the Principal Underwriter and to a bank or trust
company acting as a trustee for a single account.

ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS
The Principal Underwriter may, from time to time, provide promotional
incentives, including reallowance of up to the entire sales charge, to certain
dealers whose representatives have sold or are expected to sell significant
amounts of Fund shares. In addition, dealers may, from time to time, receive
additional cash payments. The Principal Underwriter may also provide written
information to dealers with whom it has dealer agreements that relates to
sales incentive campaigns conducted by such dealers for their representatives
as well as financial assistance in connection with pre-approved 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. Dealers to whom substantially the
entire sales charge on Class A shares is reallowed may be deemed to be
underwriters as that term is defined under the 1933 Act.

The Principal Underwriter may, at its own expense, pay concessions in
addition to those described above to dealers that 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 periodic and may be up to
0.25% of the value of shares sold by such dealer.

The Principal Underwriter may also pay a transaction fee (up to the level of
payments allowed to dealers for the sale of shares, as described above) to
banks and other financial services firms that facilitate transactions in
shares of the Fund for their clients.

The Glass-Steagall Act currently limits the ability of a depository
institution (such as a commercial bank or a savings and loan association) to
become an underwriter or distributor of securities. In the event the Glass-
Steagall Act is deemed to prohibit depository institutions from accepting
payments under the arrangement described above, or should Congress relax
current restrictions on depository institutions, the Board of 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.

DISTRIBUTION PLANS
As discussed above, the Fund bears some of the costs of selling its shares
under Distribution Plans adopted with respect to its Class A, Class B and
Class C shares pursuant to Rule 12b-1 under the 1940 Act.

The NASD limits the amount that a fund may pay annually in distribution
costs for the sale of its shares and shareholder service fees. The NASD 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 also limits the
aggregate amount that the Fund may pay for such distribution costs to 6.25% of
gross share sales since the inception of the 12b-1 Distribution Plan, plus
interest at the prime rate plus 1% on such amounts (less any deferred sales
charges paid by shareholders to the Principal Underwriter), remaining unpaid
from time to time.

The Principal Underwriter intends, but is not obligated, to continue to pay
or accrue distribution charges incurred in connection with the Class B
Distribution Plans that exceed current annual payments permitted to be
received by the Principal Underwriter from the Fund. The Principal Underwriter
intends to seek full payment of such charges from the Fund (together with
annual interest thereon at the prime rate plus one percent) at such time in
the future as, and to the extent that, payment thereof by the Fund would be
within the permitted limits.

If the Fund's Independent Trustees authorize such payments, the effect would
be to extend the period of time during which the Fund incurs the maximum
amount of costs allowed by a Distribution Plan. If a 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.

In connection with financing its distribution costs, including commission
advances to dealers and others, the Principal Underwriter has sold to a
financial institution substantially all of its 12b-1 fee collection rights and
contingent deferred sales charge collection rights in respect of Class B
shares sold during the two-year period commencing approximately June 1, 1995.
The Fund has agreed not to reduce the rate of payment of 12b-1 fees in respect
of such Class B shares, unless it terminates such shares' Distribution Plan
completely. If it terminates such Distribution Plan, the Fund may be subject
to possible adverse distribution consequences.

Each of the Distribution Plans 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 respective class. Unpaid distribution costs at fiscal year end December
31, 1995 were: $2,337,905 for Class B shares purchased prior to June 1, 1995
(4.56% of net class assets of such Class B shares); $1,219,354 for Class B
shares purchased on or after June 1, 1995 (6.00% of net class assets of such
Class B shares); and $829,901 for Class C shares (5.94% of net class assets of
such Class C shares).

During the fiscal year ended December 31, 1995, the Fund paid the Principal
Underwriter: $152,234 under its Class A Distribution Plan; $422,149 for Class B
shares sold prior to June 1, 1995 and $57,588 for Class B shares sold on or
after June 1, 1995, under its Class B Distribution Plans; and $113,669 under
its Class C Distribution Plan. These amounts were used to pay commissions and
service fees. The Fund makes no payments in connection with the sale of its
shares other than the fee paid to its Principal Underwriter.

Dealers or others may receive different levels of compensation depending on
which class of shares they sell. Payments pursuant to a Distribution Plan are
included in the operating expenses of the class.

HOW TO REDEEM SHARES
You may redeem Fund shares for cash at their net asset value upon written
order to the Fund c/o KIRC, and presentation to the Fund of a properly
endorsed share certificate (if certificates have been issued). Your signature
(s) on the written order and certificates must be guaranteed as described
below. In order to redeem by telephone or to engage in telephone transactions
generally, you must complete the authorization in your account application.
Proceeds for shares redeemed on telephonic order will be deposited by wire or
EFT only to the bank account designated in your account application.

The redemption value equals the net asset value per share then determined
and may be more or less than your cost depending upon changes in the value of
the Fund's portfolio securities between purchase and redemption.

If imposed, the deferred sales charge is deducted from the redemption
proceeds otherwise payable to you.

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 15
days or more. Any delay may be avoided by purchasing shares either with a
certified check or by Federal Reserve or bank wire of funds or by EFT.
Although the mailing of a redemption check or the wiring or EFT of redemption
proceeds may be delayed, the redemption value will be determined and the
redemption processed in the ordinary course of business upon receipt of proper
documentation. In such a case, after the redemption and prior to the release
of the proceeds, no appreciation or depreciation will occur in the value of
the redeemed shares, and no interest will be paid on the redemption proceeds.
If the payment of a redemption has been delayed, the check will be mailed or
the proceeds wired or sent EFT promptly after good payment has been collected.

The Fund computes the amount due you at the close of the Exchange at the end
of the day on which it has received all proper documentation from you. Payment
of the amount due on redemption, less any applicable contingent deferred sales
charge (as described above), will be made within seven days thereafter except
as discussed herein.

You may also redeem your shares through broker-dealers. The Principal
Underwriter, acting as agent for the Fund, stands ready to repurchase Fund
shares upon orders from dealers and will calculate the net asset value on the
same terms as those orders for the purchase of shares received from broker-
dealers and described under "How to Buy Shares." If the Principal Underwriter
has received proper documentation, it will pay the redemption proceeds, less
any applicable deferred sales charge, to the broker-dealer placing the order
within seven days thereafter. The Principal Underwriter charges no fee for
this service. Your broker-dealer, however, may charge a service fee.

For your protection, 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 or KIRC may
waive this requirement, but also may require additional documents in certain
cases. Currently, the requirement for a signature guarantee has been waived on
redemptions of $50,000 or less when the account address of record has been the
same for a minimum period of 30 days. The Fund and KIRC reserve the right to
withdraw this waiver at any time.

If the Fund receives a redemption order, but you have 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 you
and process the order on the day such information is received.

TELEPHONE
Under ordinary circumstances, you may redeem up to $50,000 from your account
by telephone by calling toll free 1-800-343-2898. You must complete the
Telephone Redemptions section of the application to enjoy telephone redemption
privileges.

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 herein.

SMALL ACCOUNTS
Due to the high cost of maintaining small accounts, the Fund reserves the
right to redeem your account if its value has fallen 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
deferred sales charges are applied to such redemptions.

REDEMPTIONS IN KIND
If conditions arise that would make it undesirable for the Fund to pay for
all redemptions in cash, the Fund may authorize payment to be made in
portfolio securities or other property. The Fund has obligated itself,
however, 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 net assets in any 90-day period. Securities delivered in payment of
redemptions would be valued at the same value assigned to them in computing
the net asset value per share and would, to the extent permitted by law, be
readily marketable. Shareholders receiving such securities would incur
brokerage costs upon the securities' sale.

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) an emergency exists and the Fund
cannot dispose of its investments or fairly determine their value; or (4) the
Securities and Exchange Commission so orders.

SHAREHOLDER SERVICES
Details on all shareholder services may be obtained from KIRC by writing or
by calling toll free 1-800-343-2898.

KEYSTONE AUTOMATED RESPONSE LINE
KARL offers you specific fund account information and price and yield
quotations as well as the ability to do account transactions, including
investments, exchanges and redemptions. You 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 certain other Keystone America Funds and
Keystone Liquid Trust ("KLT") as follows:

Class A shares may be exchanged for Class A shares of other Keystone
America Funds and Class A shares of KLT;

Class B shares, except as noted below, may be exchanged for the same type
of Class B shares of other Keystone America Funds and the same type of Class
B shares of KLT; and

Class C shares may be exchanged for Class C shares of other Keystone
America Funds and Class C shares of KLT.

Class B shares purchased on or after June 1, 1995 cannot be exchanged for
Class B shares of Keystone Capital Preservation and Income Fund during the 24
month period commencing with and including the month of original purchase.

The exchange of Class B shares and Class C shares will not be subject to a
contingent deferred sales charge. However, if the shares being tendered for
exchange are

(i) Class A shares acquired in an NAV Purchase or otherwise without a front
end sales charge,

(ii) Class B shares that have been held for less than 72 months or four
years, as the case may be, or

(iii) Class C shares that have been held for less than one year,

and are still subject to a deferred sales charge, such charge will carry over
to the shares being acquired in the exchange transaction.

You may exchange 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. Shares purchased by check are eligible for
exchange after 15 days. If the shares being tendered for exchange 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, after
providing the required notice to shareholders, to terminate this exchange
offer or to change its terms, including the right to change the fee for any
exchange.

Orders to exchange a certain class of shares of the Fund for the
corresponding class of shares of KLT will be executed by redeeming the shares
of the Fund and purchasing the corresponding class of shares of KLT at the net
asset value of such shares next 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. eastern time on any day the Fund is 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. eastern time
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.

KEYSTONE AMERICA MONEY LINE
Keystone America Money Line eliminates the delay of mailing a check or the
expense of wiring funds. You must request the service on your application.
Keystone America Money Line allows you to authorize electronic transfers of
money to purchase shares in any amount and to redeem up to $50,000 worth of
shares. You can use Keystone America Money Line like an "electronic check" to
move money between your bank account and your account in the Fund with one
telephone call. You must allow two business days after the call for the
transfer to take place. For money recently invested, you must allow normal
check clearing time before redemption proceeds are sent to your bank.

You may also arrange for systematic monthly or quarterly investments in your
Keystone America account. Once proper authorization is given, your bank
account will be debited to purchase shares in the Fund. You will receive
confirmation from the Principal Underwriter for every transaction.

To change the amount of a Keystone America Money Line or to terminate the
service (which could take up to 30 days), you must write to KIRC and include
account numbers.

RETIREMENT PLANS
The Fund has various pension and profit-sharing plans available to you,
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 Plans. For details, including fees and application forms, call toll
free 1-800-247-4075 or write to KIRC.

SYSTEMATIC INCOME PLAN
Under a Systematic Income Plan, if your account has a value of at least
$10,000, you may arrange for regular monthly or quarterly fixed withdrawal
payments. Each payment must be at least $100 and may be as much as 1.5% per
month or 4.5% per quarter of the total net asset value of the Fund shares in
your account when the Systematic Income Plan is opened. Fixed withdrawal
payments are not subject to a deferred sales charge. Excessive withdrawals may
decrease or deplete the value of your account. Moreover, because of the effect
of the applicable sales charge, a Class A investor should not make continuous
purchases of the Fund's shares while participating in the Systematic Income
Plan.

DOLLAR COST AVERAGING
Through dollar cost averaging you can invest a fixed dollar amount each
month or each quarter in any Keystone America Fund. This results in more
shares being purchased when the selected fund's net asset value is relatively
low and fewer shares being purchased when the fund's net asset value is
relatively high and may result in a lower average cost per share than a less
systematic investment approach.

Prior to participating in dollar cost averaging, you must establish an
account in a Keystone America Fund or a money market fund managed or advised
by Keystone. You should designate on the application (1) the dollar amount of
each monthly or quarterly investment (minimum $100) you wish to make and (2)
the fund in which the investment is to be made. Thereafter, on the first day
of the designated month, an amount equal to the specified monthly or quarterly
investment will automatically be redeemed from your initial account and
invested in shares of the designated fund. If you are a Class A investor and
paid a sales charge on your initial purchase, the shares purchased will be
eligible for Rights of Accumulation and the sales charge applicable to the
purchase will be determined accordingly. In addition, the value of shares
purchased will be included in the total amount required to fulfill a Letter of
Intent. If a sales charge was not paid on the initial purchase, a sales charge
will be imposed at the time of subsequent purchases, and the value of shares
purchased will become eligible for Rights of Accumulation and Letters of
Intent. See Exhibit A -- "Reduced Sales Charges" at the back of this prospectus.

TWO DIMENSIONAL INVESTING
You may elect to have income and capital gains distributions from any class of
Keystone America Fund shares you may own automatically invested to purchase the
same class of shares of any other Keystone America Fund. You may select this
service on your application and indicate the Keystone America Fund (s) into
which distributions are to be invested. The value of shares purchased will be
ineligible for Rights of Accumulation and Letters of Intent. See Exhibit A --
"Reduced Sales Charges" at the back of this prospectus.

OTHER SERVICES
Under certain circumstances, you may, within 30 days after a redemption,
reinstate your account in the same class of shares that you redeemed at
current net asset value.

PERFORMANCE DATA
From time to time the Fund may advertise "total return" and "current yield".
ALL DATA IS BASED ON HISTORICAL EARNINGS. PAST PERFORMANCE SHOULD NOT BE
CONSIDERED REPRESENTATIVE OF RESULTS FOR ANY FUTURE PERIOD OF TIME. Total return
and current yield are computed separately for each class of shares of the Fund.
Total return refers to average annual compounded rates of return over specified
periods determined by comparing the initial amount invested in a particular
class to the ending redeemable value of that amount. The resulting equation
assumes reinvestment of all dividends and distributions and deduction of the
maximum sales charge or applicable contingent deferred sales charge and all
recurring charges, if any, applicable to all shareholder accounts. 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 may also include comparative performance data for each class of
shares in advertising or marketing the Fund's shares, such as data from Lipper
Analytical Services, Inc., Morningstar, Inc., Standard & Poor's Corporation,
Ibbotson Associates or other industry publications.

FUND SHARES

Generally, the Fund issues three classes of shares which participate in
dividends and distributions and have equal voting, liquidation and other rights
except that (1) expenses related to the distribution of each series or class of
shares or other expenses that the Board of Trustees may designate as series or
class expenses from time to time, are borne solely by each series or class; (2)
each series or class of shares has exclusive voting rights with respect to its
Distribution Plan; (3) each series or class has different exchange privileges;
and (4) each series or class generally 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 additional series or classes of shares.

Shareholders 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 series or class. 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 holders of 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 presecribed by
Section 16(c) of the 1940 Act.

Under Massachusetts law, it is possible that a Fund shareholder may be held
personally liable for the Fund's obligations. The Fund's Declaration of Trust
provides, however, that shareholders shall not be subject to any personal
liability for the Fund's obligations and provides indemnification from Fund
assets for any shareholder held personally liable for the Fund's obligations.
Disclaimers of such liability are included in each Fund agreement.

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 notice to those shareholders, the Fund intends, when an
annual report or a 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>

ADDITIONAL INVESTMENT INFORMATION
The Fund may engage in the following investment practices to the extent
described in the prospectus and the statement of additional information.

OBLIGATIONS OF FOREIGN BRANCHES OF UNITED STATES BANKS
The obligations of foreign branches of U.S. banks may be general obligations
of the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by government regulation. Payment of
interest and principal upon these obligations may also be affected by
governmental action in the country of domicile of the branch (generally
referred to as sovereign risk). In addition, evidences of ownership of such
securities may be held outside the U.S. and the Fund may be subject to the
risks associated with the holding of such property overseas. Various
provisions of federal law governing domestic branches do not apply to foreign
branches of domestic banks.

OBLIGATIONS OF UNITED STATES BRANCHES OF FOREIGN BANKS
Obligations of U.S. branches of foreign banks may be general obligations of
the parent bank in addition to the issuing branch, or may be limited by the
terms of a specific obligation and by federal and state regulation as well as
by governmental action in the country in which the foreign bank has its head
office. In addition, there may be less publicly available information about a
U.S. branch of a foreign bank than about a domestic bank.

MASTER DEMAND NOTES
Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts by the Fund at varying rates of interest pursuant to
direct arrangements between the Fund, as lender, and the issuer as borrower.
The Fund has the right to increase the amount under the note at any time up to
the full amount provided by the note agreement, or to decrease the amount. The
borrower may repay up to the full amount of the note without penalty. Notes
acquired by the Fund permit the Fund to demand payment of principal and
accrued interest at any time (on not more than seven days' notice). Notes
acquired by the Fund may have maturities of more than one year, provided that
(1) the Fund is entitled to payment of principal and accrued interest upon not
more than seven days notice, and (2) the rate of interest on such notes is
adjusted automatically at periodic intervals which normally will not exceed 31
days but may extend up to one year. The notes will be deemed to have a
maturity equal to the longer of the period remaining to the next interest rate
adjustment or the demand notice period. Because these types of notes are
direct lending arrangements between the lender and borrower, such instruments
are not normally traded and there is no secondary market for these notes,
although they are redeemable and thus repayable by the borrower at face value
plus accrued interest at any time. Accordingly, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. In connection with master demand note arrangements, Keystone
considers, under standards established by the Board of Trustees, earning
power, cash flow and other liquidity ratios of the borrower and will monitor
the ability of the borrower to pay principal and interest on demand. These
notes are not typically rated by credit rating agencies. Unless rated, the
Fund may invest in them only if at the time of an investment the issuer meets
the criteria established for commercial paper.

REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements; i.e., the Fund purchases a
security subject to its obligation to resell and the seller's obligation to
repurchase that security at an agreed upon price and date, such date usually
being not more than seven days from the date of purchase. The resale price is
based on the purchase price plus an agreed upon market rate of interest that
is unrelated to the coupon rate or maturity of the purchased security. A
repurchase agreement imposes an obligation on the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the
underlying security. The value of the underlying security is at least equal to
the amount of the agreed upon resale price and marked to market daily. The
Fund may enter into such agreements only with respect to U.S. government
securities. Whether a repurchase agreement is the purchase and sale of a
security or a collateralized loan has not been definitively established. This
might become an issue in the event of the bankruptcy of the other party to the
transaction. It does not presently appear possible to eliminate all risks
involved in repurchase agreements. These risks include the possibility of a
decline in the market value of the underlying securities, as well as delay and
costs to the Fund in connection with bankruptcy proceedings. Therefore, it is
the policy of the Fund to enter into repurchase agreements only with large,
well-capitalized banks that are members of the Federal Reserve System and with
primary dealers in U.S. government securities (as designated by the Federal
Reserve Board) whose creditworthiness has been reviewed and found satisfactory
by Keystone.

REVERSE REPURCHASE AGREEMENTS
Under a reverse repurchase agreement, the Fund would sell securities and agree
to repurchase them at a mutually agreed upon date and price. The Fund intends to
enter into reverse repurchase agreements to avoid otherwise having to sell
securities during unfavorable market conditions in order to meet redemptions. At
the time the Fund enters into a reverse repurchase agreement, it will establish
a segregated account with the Fund's custodian containing liquid assets such as
U.S. government securities or other high grade debt securities having a value
not less than the repurchase price (including accrued interest) and will
subsequently monitor the account to ensure such value is maintained. Reverse
repurchase agreements involve the risk that the market value of the securities
that the Fund is obligated to repurchase may decline below the repurchase price.
Borrowing and reverse repurchase agreements magnify the potential for gain or
loss on the portfolio securities of the Fund and, therefore, increase the
possibility of fluctuation in the Fund's net asset value. 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
a fully secured or collateralized reverse repurchase agreement is not subject to
the percentage limitation on borrowings imposed under Section 18 of the 1940
Act.

FOREIGN SECURITIES
The Fund may invest up to 25% of its assets in securities principally traded
in securities markets outside the United States. While investment in foreign
securities is intended to reduce risk by providing further diversification,
such investments involve sovereign risk in addition to the credit and market
risks normally associated with domestic securities. Foreign investments may be
affected favorably or unfavorably by changes in currency rates and exchange
control regulations. There may be less publicly available information about a
foreign company than about a U.S. company, and foreign companies may not be
subject to accounting, auditing and financial reporting standards and
requirements comparable to those applicable to U.S. companies. Securities of
some foreign companies are less liquid or more volatile than securities of
U.S. companies, and foreign brokerage commissions and custodian fees are
generally higher than in the United States. Investments in foreign securities
may also be subject to other risks different from those affecting U.S.
investments, including local political or economic developments, expropriation
or nationalization of assets, imposition of withholding taxes on dividend or
interest payments and currency blockage (which would prevent cash from being
brought back to the United States). These risks are carefully considered by
Keystone prior to the purchase of these securities.

"WHEN ISSUED" SECURITIES
The Fund may also purchase and sell securities and currencies on a when
issued and delayed delivery basis. When issued or delayed delivery
transactions arise when securities or currencies are purchased or sold by the
Fund with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to the Fund at the
time of entering into the transaction. When the Fund engages in when issued
and delayed delivery transactions, the Fund relies on the buyer or seller, as
the case may be, to consummate the sale. Failure to do so may result in the
Fund missing the opportunity to obtain a price or yield considered to be
advantageous. When issued and delayed delivery transactions may be expected to
occur a month or more before delivery is due. However, no payment or delivery
is made by the Fund until it receives payment or delivery from the other party
to the transaction. A separate account of liquid assets equal to the value of
such purchase commitments will be maintained until payment is made. When
issued and delayed delivery agreements are subject to risks from changes in
value based upon changes in the level of interest rates, currency rates and
other market factors, both before and after delivery. The Fund does not accrue
any income on such securities or currencies prior to their delivery. To the
extent the Fund engages in when issued and delayed delivery transactions, it
will do so consistent with its investment objective and policies and not for
the purpose of investment leverage.

SHORT SALES
The Fund may make short sales of securities "against the box." A short sale
involves the borrowing of a security, which must eventually be returned to the
lender. A short sale is "against the box" if, at all times when the short
position is open, the Fund owns the securities sold short or owns an equal
amount of securities convertible into, or exchangeable without further
consideration for, securities identical to the securities sold short. Short
sales against the box are used to defer recognition of gains or losses or in
order to receive a portion of the interest earned by the executing broker from
the proceeds of such sale. The proceeds of a short sale are held by the
broker until the settlement date when the Fund delivers the security or
convertible security to close out its short position. Although prior to such
delivery the Fund will have to pay an amount equal to any dividends paid on
the securities sold short, the Fund will receive the dividends from the
securities convertible into the securities sold short plus a portion of the
interest earned from the proceeds of the short sale. The Fund will not make
short sales of securities subject to outstanding call options written by it.
The Fund will segregate the securities sold short or appropriate convertible
securities in a special account with the Fund's custodian in connection with
its short sales "against the box."

CONVERTIBLE SECURITIES
The Fund may invest in convertible securities. These securities, which
include bonds, debentures, corporate notes, preferred stocks and other
securities, are securities that the holder can convert into common stock.
Convertible securities rank senior to common stock in a corporation's capital
structure and, therefore, entail less risk than a corporation's common stock.
The value of a convertible security is a function of its investment value (its
market worth without a conversion privilege) and its conversion value (its
market worth if exchanged). If a convertible security's investment value is
greater than its conversion value, its price primarily will reflect its
investment value and will tend to vary inversely with interest rates (the
issuer's creditworthiness and other factors also may affect its value). If a
convertible security's conversion value is greater than its investment value,
its price will tend to be higher than its conversion value and it will tend to
fluctuate directly with the price of the underlying equity security.

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.

OPTIONS TRANSACTIONS
WRITING COVERED OPTIONS. The Fund may write (i.e., sell) covered call and
put options. No more than 25% of its net assets will be subject to covered
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 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 eligible 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 liquid assets having a value equal to or greater than the
exercise price of the option with its custodian in a segregated account.

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. 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 call and put options.

The Fund would normally purchase call options to hedge against an increase
in the market value of its securities. The Fund will not engage in such
transactions for speculation. The purchase of a call option would entitle the
Fund, in return for the premium paid, to purchase specified securities at a
specified price upon exercise of the option during the option period. The Fund
would ordinarily realize a gain if, during the option period, the value of
such securities exceeds the sum of the exercise price, the premium paid and
transaction costs. Otherwise, the Fund would realize a loss on the purchase of
the call option.

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 until the options expire or are
exercised.

The Fund would normally purchase put options to hedge against a decline in
the market value of securities in its portfolio (protective puts) or
securities of the type in which it is permitted to invest. The purchase of a
put option would entitle the Fund, in exchange for the premium paid, to sell
specified securities at a specified price during the option period. The
purchase of protective puts is designed to offset or hedge against a decline
in the market value of the Fund's securities. Gains and losses on the purchase
of protective put options would tend to be offset by countervailing changes in
the value of underlying portfolio securities. Put options may also be
purchased by the Fund for the purpose of affirmatively benefitting from a
decline in the price of securities that the Fund does not own. The Fund would
ordinarily realize a gain if, during the option period, the value of the
underlying securities declined below the exercise price sufficiently to cover
the premium and transaction costs. Otherwise, the Fund would realize a loss on
the purchase of the put option.

The Fund may purchase put and call options on securities indices for the
same purposes as the purchase of options on securities. Options on securities
indices are similar to options on securities, except that the exercise of
securities index options requires cash payments and does not involve the
actual purchase or sale of securities. In addition, securities index options
are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security.

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 which the Fund will trade are generally
listed on national securities exchanges. Exchanges on which such options
currently are traded are the Chicago Board Options Exchange and the New York,
American, Pacific and Philadelphia Stock Exchanges.

FUTURES TRANSACTIONS
The Fund may enter into futures contracts for the purchase or sale of
securities or currency or futures contracts based on stock indices and write
options on such contracts. The Fund intends to enter into such contracts and
related options for hedging purposes. The Fund may enter into other types of
futures contracts that may become available and relate to the securities held
by the Fund. The Fund will enter into futures contracts in order to hedge
against changes in securities prices. A futures contract is an agreement to
buy or sell securities or currencies at a specified price during a designated
month. 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 continues until the
contract is terminated.

The Fund may sell or purchase futures contracts. When a futures contract is
sold by the Fund, the value of the contract will tend to rise when the value
of the underlying securities or currencies declines and to fall when the value
of such securities or currencies increases. Thus, the Fund would sell futures
contracts in order to offset a possible decline in the value of its securities
or currencies. If a futures contract were purchased by the Fund, the value of
the contract would tend to rise when the value of the underlying securities
increased and to fall when the value of such securities declined. The Fund
intends to purchase futures contracts in order to fix what is believed by
Keystone to be a favorable price and rate of return for securities or
favorable exchange rate for currencies the Fund intends to purchase.

The Fund may also purchase put and call options on securities and currency
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 write (sell) put and call options on futures contracts for
hedging purposes. The writing of a put option on a futures contract generates
a premium, which may partially offset an increase in the price of securities
that the Fund intends to purchase. However, the Fund becomes obligated to
purchase a futures contract, which may have a value lower than the exercise
price. Conversely, the writing of a call option on a futures contract
generates a premium which may partially offset a decline in the value of the
Fund's assets. By writing a call option, the Fund becomes obligated, in
exchange for the premium, to sell a futures contract, which may have a value
higher than the exercise price.

The Fund may enter into closing purchase and sale transactions in order to
terminate a futures contract and may sell put and call options for the purpose
of closing out its options positions. The Fund's ability to enter into
closing transactions depends on the development and maintenance of a liquid
secondary market. There is no assurance that a liquid secondary market will
exist for any particular contract or at any particular time. As a result,
there can be no assurance that the Fund will be able to enter into an
offsetting transaction with respect to a particular contract at a particular
time. If the Fund is not able to enter into an offsetting transaction, the
Fund will continue to be required to maintain the margin deposits on the
contract and to complete the contract according to its terms, in which case it
would continue to bear market risk on the transaction.

Although futures and options transactions are intended to enable the Fund to
manage market risk, unanticipated changes in market prices could result in
poorer performance than if it had not entered into these transactions. Even if
Keystone correctly predicts market price 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 positions may be caused
by differences between the futures and securities markets or by differences
between the securities underlying the Fund's futures position and the
securities 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. The
Fund may not purchase or sell futures contracts or options on futures, except
for closing purchase or sale transactions, if immediately thereafter the sum
of margin deposits on the Fund's outstanding futures and options positions and
premiums paid for outstanding options on futures would exceed 5% of the market
value of the Fund's total assets. These transactions involve brokerage costs,
require margin deposits and, in the case of contracts and options obligating
the Fund to purchase securities, require the Fund to segregate assets to cover
such contracts and options. In addition, the Fund's activities in futures
contracts may be limited by the requirements of the Internal Revenue Code for
qualification as a regulated investment company.

FOREIGN CURRENCY TRANSACTIONS
As discussed above, the Fund may invest in securities of foreign issuers.
When the Fund invests in foreign securities they usually will be denominated
in foreign currencies, and the Fund temporarily may hold funds in foreign
currencies. Thus, the value of Fund shares will be affected by changes in
exchange rates.

As one way of managing exchange rate risk, in addition to entering into
currency futures contracts, the Fund may enter into forward currency exchange
contracts (agreements to purchase or sell currencies at a specified price and
date). The exchange rate for the transaction (the amount of currency the Fund
will deliver or receive when the contract is completed) is fixed when the Fund
enters into the contract. The Fund usually will enter into these contracts to
stabilize the U.S. dollar value of a security it has agreed to buy or sell.
The Fund intends to use these contracts to hedge the U.S. dollar value of a
security it already owns, particularly if the Fund expects a decrease in the
value of the currency in which the foreign security is denominated. Although
the Fund will attempt to benefit from using forward contracts, the success of
its hedging strategy will depend on Keystone's ability to predict accurately
the future exchange rates between foreign currencies and the U.S. dollar. The
value of the Fund's investments denominated in foreign currencies will depend
on the relative strength of those currencies and the U.S. dollar, and the Fund
may be affected favorably or unfavorably by changes in the exchange rates or
exchange control regulations between foreign currencies and the dollar.
Changes in foreign currency exchange rates also may affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by the Fund. The Fund may also purchase and sell options related
to foreign currencies in connection with hedging strategies.

ZERO COUPON BONDS
A zero coupon (interest) "stripped" bond represents ownership in serially
maturing interest or principal payments on specific underlying notes and
bonds, including coupons relating to such notes and bonds. The interest and
principal payments are direct obligations of the issuer. These bonds mature on
the payment dates of the interest on principal which they represent. Each zero
coupon bond entitles the holder to receive a single payment at maturity. There
are no periodic interest payments on a zero coupon bond. Zero coupon bonds are
offered at discounts from their face amounts.

In general, owners of zero coupon bonds have substantially all the rights
and privileges of owners of the underlying coupon obligations or principal
obligations. Owners of zero coupon bonds have the right upon default on the
underlying coupon obligations or principal obligations to proceed directly and
individually against the issuer and are not required to act in concert with
other holders of zero coupon bonds.

For federal income tax purposes, a purchaser of principal zero coupon bonds
or coupon zero coupon bond (either initially or in the secondary market) is
treated as if the buyer had purchased a corporate obligation issued on the
purchase date with an original issue discount equal to the excess of the
amount payable at maturity over the purchase price. The purchaser is required
to take into income each year as ordinary income an allocable portion of such
discounts determined on a "constant yield" method. Any such income increases
the holder's tax basis for the zero coupon bond, and any gain or loss on a
sale of the zero coupon bonds relative to the holder's basis, as so adjusted,
is a capital gain or loss. If the holder owns coupon bonds and coupon zero
bonds representing separate interests in the coupon (interest) payments and
the principal payments from the same underlying issue of securities, a special
basis allocation rule (requiring the aggregate basis to be allocated among the
items sold and retained based on their relative fair market value at the time
of sale) may apply to determine the gain or loss on a sale of any such zero
coupon bonds.

If an when the Fund invests in zero coupon bonds, the Fund does not expect
to have enough zero coupon bonds to have a material effect on dividends. The
Fund has undertaken to a state securities authority to disclose that zero
coupon securities pay no interest to holders prior to maturity, and the
interest on these securities is reported as income to the Fund and distributed
to its shareholders. These distributions must be made from the Fund's cash
assets or, if necessary, from the proceeds of sales of portfolio securities.
The Fund will not be able to purchase additional income producing securities
with cash used to make such distributions and its current income ultimately
may be reduced as a result.

LOANS OF SECURITIES
The Fund may lend its securities to brokers and dealers or other
institutional borrowers for use in connection with their short sales,
arbitrages or other securities transactions. Such loan transactions afford
the Fund an opportunity to continue to earn income on the securities loaned
and at the same time to earn income on the collateral held by it to secure the
loan. Loans of portfolio securities will be made (if at all) in strict
conformity with applicable federal and state rules and regulations. There may
be delays in recovery of loaned securities or even a loss of rights in
collateral should the borrower fail financially. Therefore, loans will be
made only to firms deemed by Keystone to be of good standing and will not be
made unless, in the judgment of Keystone, the consideration to be earned from
such loans justifies the risk.

The Fund understands that it is the current view of the staff of the
Securities and Exchange Commission that it is permitted to engage in loan
transactions only if it meets the following conditions: (1) the Fund must
receive 100% collateral in the form of cash or cash equivalents, e.g., U.S.
Treasury bills or notes, from the borrower; (2) the borrower must increase the
collateral whenever the market value of the securities (determined on a daily
basis) exceeds the value of the collateral; (3) the Fund must be able to
terminate the loan, after notice, at any time; (4) the Fund must receive
reasonable interest on the loan or a flat fee from the borrower, as well as
amounts equivalent to any dividends, interest or other distributions on the
securities loaned and any increase in the securities' market values; (5) the
Fund may pay only reasonable custodian fees in connection with the loan; and
(6) voting rights on the securities loaned may pass to the borrower; however,
if a material event affecting the securities occurs, the Fund must be able to
terminate the loan and vote proxies or enter into an alternative arrangement
with the borrower to enable the Fund to vote proxies. Excluding Items (1) and
(2), these procedures may be amended from time to time, as regulatory policies
may permit, by the Fund's Board of Trustees without shareholder approval. Such
loans may not exceed 25% of the Fund's total assets.

<PAGE>

EXHIBIT A

REDUCED SALES CHARGES

Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of the Fund alone or in combination
with Class A shares of other Keystone America Funds. Only Class A shares
subject to an initial or deferred sales charge are eligible for inclusion in
reduced sales charge programs.

For purposes of qualifying for reduced sales charges on purchases made
pursuant to Rights of Accumulation or Letters of Intent, the term "Purchaser"
includes the following persons: an individual; an individual, his or her
spouse and children under the age of 21; a trustee or other fiduciary of a
single trust estate or single fiduciary account established for their benefit;
an organization exempt from federal income tax under Section 501 (c)(3) or
(13) of the Internal Revenue Code; a pension, profit-sharing or other employee
benefit plan whether or not qualified under Section 401 of the Internal
Revenue Code; or other organized groups of persons, whether incorporated or
not, provided the organization has been in existence for at least six months
and has some purpose other than the purchase of redeemable securities of a
registered investment company at a discount. In order to qualify for a lower
sales charge, all orders from an organized group will have to be placed
through a single investment dealer or other firm and identified as originating
from a qualifying purchaser.

CONCURRENT PURCHASES
For purposes of qualifying for a reduced sales charge, a Purchaser may
combine concurrent direct purchases of Class A shares of two or more of the
"Eligible Funds," as defined below. For example, if a Purchaser concurrently
invested $75,000 in one of the other "Eligible Funds" and $75,000 in the Fund,
the sales charge would be that applicable to a $150,000 purchase, i.e., 3.75%
of the offering price, as indicated in the Sales Charge Schedule in the
Prospectus.

RIGHT OF ACCUMULATION
In calculating the sales charge applicable to current purchases of the
Fund's Class A shares, a Purchaser is entitled to accumulate current purchases
with the current value of previously purchased Class A shares of the Fund and
Class A shares of certain other eligible funds that are still held in (or
exchanged for shares of and are still held in) the same or another eligible
fund ("Eligible Fund(s)"). The Eligible Funds are the Keystone America Funds
and Keystone Liquid Trust.

For example, if a Purchaser held shares valued at $99,999 and purchased an
additional $5,000, the sales charge for the $5,000 purchase would be at the
next lower sales charge of 3.75% of the offering price as indicated in the
Sales Charge schedule. KIRC must be notified at the time of purchase that the
Purchaser is entitled to a reduced sales charge, which reduction will be
granted subject to confirmation of the Purchaser's holdings. The Right of
Accumulation may be modified or discontinued at any time.

LETTER OF INTENT
A Purchaser may qualify for a reduced sales charge on a purchase of Class A
shares of the Fund alone or in combination with purchases of Class A shares of
any of the other Eligible Funds by completing the Letter of Intent section of
the application. By so doing, the Purchaser agrees to invest within a
thirteen-month period a specified amount which, if invested at one time, would
qualify for a reduced sales charge. Each purchase will be made at a public
offering price applicable to a single transaction of the dollar amount
specified on the application, as described in this prospectus. The Letter of
Intent does not obligate the Purchaser to purchase, nor the Fund to sell, the
amount indicated.

After the Letter of Intent is received by KIRC, each investment made will be
entitled to the sales charge applicable to the level of investment indicated
on the application. The Letter of Intent may be back-dated up to ninety days
so that any investments made in any of the Eligible Funds during the preceding
ninety-day period, valued at the Purchaser's cost, can be applied toward
fulfillment of the Letter of Intent. However, there will be no refund of sales
charges already paid during the ninety-day period. No retroactive adjustment
will be made if purchases exceed the amount specified in the Letter of Intent.
Income and capital gains distributions taken in additional shares will not
apply toward completion of the Letter of Intent.

If total purchases made pursuant to the Letter of Intent are less than the
amount specified, the Purchaser will be required to remit an amount equal to
the difference between the sales charge paid and the sales charge applicable
to purchases actually made. Out of the initial purchase (or subsequent
purchases, if necessary) 5% of the dollar amount specified on the application
will be held in escrow by KIRC in the form of shares registered in the
Purchaser's name. The escrowed shares will not be available for redemption,
transfer or encumbrance by the Purchaser until the Letter of Intent is
completed or the higher sales charge paid. All income and capital gains
distributions on escrowed shares will be paid to the Purchaser or his order.

When the minimum investment specified in the Letter of Intent is completed
(either prior to or by the end of the thirteen-month period), the Purchaser
will be notified and the escrowed shares will be released. If the intended
investment is not completed, the Purchaser will be asked to remit to the
Principal Underwriter any difference between the sales charge on the amount
specified and on the amount actually attained. If the Purchaser does not
within 20 days after written request by the Principal Underwriter or his
dealer pay such difference in sales charge, KIRC will redeem an appropriate
number of the escrowed shares in order to realize such difference. Shares
remaining after any such redemption will be released by KIRC. Any redemptions
made by the Purchaser during the thirteen-month period will be subtracted from
the amount of the purchases for purposes of determining whether the Letter of
Intent has been completed. In the event of a total redemption of the account
prior to completion of the Letter of Intent, the additional sales charge due
will be deducted from the proceeds of the redemption and the balance will be
forwarded to the Purchaser.

By signing the application, the Purchaser irrevocably constitutes and appoints
KIRC his attorney to surrender for redemption any or all escrowed shares with
full power of substitution.

The Purchaser or his dealer must inform the Principal Underwriter or KIRC
that a Letter of Intent is in effect each time a purchase is made.

<PAGE>
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KEYSTONE AMERICA
FUND FAMILY
o
Capital Preservation and Income Fund
Government Securities Fund
Intermediate Term Bond Fund
Strategic Income Fund
World Bond Fund
Tax Free Income Fund
California Insured Tax Free Fund
Florida Tax Free Fund
Massachusetts Tax Free Fund
Missouri Tax Free Fund
New York Insured Tax Free Fund
Pennsylvania Tax Free Fund
Texas Tax Free Fund
Fund for Total Return
Global Opportunities Fund
Hartwell Emerging Growth Fund, Inc.
Hartwell Growth Fund
Omega Fund
Fund of the Americas
Strategic Development Fund
Small Company Growth Fund II
- -------------------------------------

[logo] KEYSTONE
INVESTMENTS

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

[recycle logo]

OF-P 4/96

- -------------------------------------
KEYSTONE
---------------------

---------------------
OMEGA
FUND
- -------------------------------------

[logo]

PROSPECTUS AND
APPLICATION

<PAGE>

KEYSTONE OMEGA FUND

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

KEYSTONE OMEGA FUND

STATEMENT OF ADDITIONAL INFORMATION

APRIL 29, 1996

This statement of additional information is not a prospectus, but
relates to, and should be read in conjunction with the prospectus of Keystone
Omega Fund (formerly named Keystone America Omega Fund, Inc.) (the "Fund") dated
April __, 1996. A copy of the prospectus may be obtained from Keystone
Investment Distributors Company (formerly Keystone Distributors, Inc.) (the
"Principal Underwriter"), the Fund's principal underwriter, located at 200
Berkeley Street, Boston, Massachusetts 02116-5034, or your broker dealer.

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TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Page
The Fund 2
Investment Restrictions 2
Distributions and Taxes 5
Valuation of Securities 6
Brokerage 8
Sales Charges 10
Distribution Plans 13
Trustees and Officers 17
Investment Manager 20
Investment Adviser 23
Principal Underwriter 24
Declaration of Trust 26
Standardized Total Return and Yield Quotations 27
Additional Information 28
Appendix A-1
Financial Statements F-1
Independent Auditors' Report F-14

<PAGE>

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THE FUND
- --------------------------------------------------------------------------------

The Fund is an open-end, diversified management investment company
commonly known as a mutual fund. The Fund's investment objective is maximum
capital growth by investing in a varied portfolio consisting primarily of common
stocks and securities convertible into common stocks.

The Fund was formed as a Massachusetts business trust on September 21,
1994. Originally, the Fund had been incorporated in Massachusetts on February 8,
1968, as Omega Fund, Inc. Omega Fund, Inc. joined the Keystone America Funds on
April 19, 1989 and was renamed Keystone America Omega Fund, Inc.

Certain information about the Fund is contained in its prospectus. This
statement of additional information provides additional information about the
Fund that may be of interest to some investors.

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INVESTMENT RESTRICTIONS
- --------------------------------------------------------------------------------

The Fund has adopted the fundamental investment restrictions set forth
below which may not be changed without the vote of a majority of the Fund's
outstanding voting shares (as defined in the Investment Company Act of 1940 (the
"1940 Act")). Unless otherwise stated, all references to the assets of the Fund
are in terms of current market value.

The Fund may not do any the following:

(1) purchase securities on margin, provided that the Fund may obtain
such short-term credits as may be necessary for the clearance of purchases and
sales of securities;

(2) make short sales of securities or maintain a short position,
unless, at all times when a short position is open, it owns an equal amount of
such securities convertible into or exchangeable, without payment of any further
consideration, for securities of the same issue as, and equal in amount to, the
securities sold short and unless not more than 15% of the Fund's net assets
(taken at market or fair value as determined by the Fund's Board of Trustees) is
held as collateral for such sales at any one time (a reason for making such a
sale would be to defer realization of gain or loss for federal income tax
purposes);

(3) make loans, except by the purchase of a portion of an issue of
bonds, notes, debentures or other obligations publicly distributed or of a type
customarily purchased by financial institutions, or by entering into loan
transactions with respect to portfolio securities not in excess of 25% of the
Fund's total assets (taken at current value) immediately after such transaction;
the Fund will not lend any of its assets to any investment adviser or principal
underwriter for the Fund or to any officer, trustee or employee of either of
them or of the Fund;

(4) borrow, unless, immediately after any such borrowing, such
borrowing and all other such borrowings and other liabilities do not exceed
one-third of the value of the Fund's total assets (including all such
borrowings), taken at market or other fair value;

(5) invest more than 10% of the Fund's total assets (taken at market or
fair value as determined by the Fund's Board of Trustees) in the securities of
any one issuer (except United States ("U.S.") government securities);

(6) purchase securities of any company with a record of less than three
years' continuous operation (including that of predecessors) if such purchase
would cause the Fund's investments in such companies taken at cost to exceed 5%
of the Fund's total assets taken at market value;

(7) purchase or sell real estate or interests in real
estate;

(8) purchase or sell commodities or commodity contracts, except that
the Fund may engage in transactions in commodity futures contracts and options
on commodity futures contracts, other than physical commodity futures contracts;

(9) purchase or acquire the securities of any other investment company;
except that it may make such a purchase or acquisition in the open market
involving no commission or profit to a sponsor or dealer (other than the
customary broker's commission); provided that, immediately after such purchase
or acquisition, the Fund and any company or companies controlled by the Fund do
not own in the aggregate:

(a) more than 3% of the total outstanding voting stock of
the acquired company;

(b) securities issued by the acquired company having an
aggregate value in excess of 5% of the value of the
total assets of the Fund; or

(c) securities issued by the acquired company and all
other investment companies having an aggregate value in
excess of 10% of the value of the total assets of the
Fund; and provided that, immediately after such
purchase or acquisition, the Fund, other investment
companies having the same investment adviser, and
companies controlled by the Fund and/or such
investment companies do not own more than 10% of the
total outstanding voting stock of any closed-end
investment company so purchased or acquired;

(10) purchase or retain the securities of any issuer if those officers
and trustees of the Fund or its investment adviser owning individually more than
one-half of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer;

(11) act as a securities underwriter, or act as a distributor of
securities of which it is the issuer, except that the Fund may issue, sell and
distribute securities of which it is the issuer, including additional shares of
its capital stock, and may act as its own distributor of such securities to the
extent that such action is not in contravention of such rules and regulations as
the Securities and Exchange Commission (sometimes referred to herein as the
"SEC" or the "Commission") may prescribe in respect thereof, and except that the
Fund might be deemed an underwriter within the meaning of Section 2(11) of the
Securities Act of 1933 ("1933 Act") in making sales of restricted securities;

(12) concentrate its investments in any particular
industry.

A borrowing limitation in excess of 5% is generally associated with a
leveraged fund. The Fund anticipates borrowing only for temporary purposes. To
the extent the Fund's total borrowings exceed 5%, no additional investments will
be made until such borrowings are reduced to 5%.

As a diversified investment company, the Fund has undertaken not to
purchase a security if, as a result, more than 10% of the outstanding voting
securities of any single issuer would be held by the Fund or more than 5% of its
total assets would be invested in the securities of any one issuer.

A purchase by the Fund of securities of other investment companies
would result in a layering of expenses such that the Fund's shareholders would
indirectly bear a proportionate share of the expenses of those investment
companies, including operating costs, investment advisory fees and
administrative fees. The Fund does not anticipate purchasing the securities of
other investment companies.

The Fund has adopted the non-fundamental policies set forth below,
which may be changed without shareholder approval or notification in order to
permit the sale of shares in certain states.

The Fund will not do the following:

(1) pledge, mortgage, or hypothecate its assets, except that the Fund
may pledge not more than one-third of its total assets; provided that the Fund
may make initial and variation margin payments in connection with purchases or
sales of futures contracts or options on futures contracts or forwards or other
similar instruments;

(2) invest in warrants, valued at the lower of cost or market,
exceeding 5%, or, in the case of warrants not listed on the New York or American
Stock Exchanges, 2% of the value (taken at market or fair value as determined by
the Board of Trustees) of the Fund's net assets immediately after the making of
any such investment; warrants acquired in units or attached to securities may be
deemed to be without value;

(3) invest in oil, gas or other mineral leases or exploration
programs;

(4) use leverage except for temporary and emergency purposes, and
leverage will not be used generally for making additional investments; and

(5) purchase or sell real property (including limited partnership
interests, but excluding readily marketable interests in real estate investment
trusts or readily marketable securities of companies which invest in real
estate).

Whenever an investment policy or restriction states a maximum
percentage of the Fund's assets that may be invested in any security or other
asset, it is intended that such minimum or maximum percentage limitation be
determined immediately after and as a result of the acquisition of such security
or other asset. Accordingly, any later increase or decrease resulting from a
change in values, net assets or other circumstances will not be considered when
determining whether the investment complies with the Fund's investment policies
and restrictions.

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

The Fund distributes to its shareholders dividends from net investment
income and net realized capital gains annually in shares or, at the option of
the shareholder, in cash. Shareholders who have not opted to receive cash, prior
to the record date for any distribution 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 within seven days after the Fund
pays the distribution. 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 and 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.

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VALUATION OF SECURITIES
- --------------------------------------------------------------------------------

Current values for the Fund's portfolio securities are determined as
follows:

(1) Common stock, preferred stock and other equity securities listed on
the New York Stock Exchange (the "Exchange") are valued on the basis of the last
sale price on the Exchange. In the absence of any sales, such securities are
valued at the last bid price;

(2) Common stock, preferred stock and other equity securities listed on
other U.S. or foreign exchanges will be valued as described in (1) above using
quotations on the exchange on which the security is most extensively traded;

(3) Common stock, preferred stock and other equity securities unlisted
and quoted on the National Market System ("NMS") are valued at the last sale
price, provided a sale has occurred. In the absence of any sales, such
securities are valued at the high or "inside" bid, which is the bid supplied by
the National Association of Securities Dealers Automated Quotation system
("NASDAQ") for securities traded in the over-the-counter market;

(4) Common stock, preferred stock and other equity securities quoted on
the NASDAQ system but not listed on NMS are valued at the high or "inside" bid;

(5) Common stock, preferred stock and other equity securities not
listed and not quoted on the NASDAQ system and for which over- the-counter
market quotations are readily available are valued at the mean between the
current bid and asked prices for such securities;

(6) Non-U.S. common stock, preferred stock and other equity securities
not listed or listed and subject to restrictions on sale are valued at prices
supplied by a dealer selected by Keystone;

(7) Bonds, debentures and other debt securities, whether or not listed
on any national securities exchange, are valued at a price supplied by a pricing
service or a bond dealer selected by Keystone;

(8) Short-term debt securities maturing in sixty days or less are
valued at amortized cost if their original term to maturity from the date of
purchase was sixty days or less, or by amortizing their value on the sixty-first
day prior to maturity if their term to maturity from the date of purchase
exceeds sixty days, unless the Trustees determine that such valuation does not
represent fair market value;

(9) Options, futures contracts and options on futures listed or traded
on a national exchange are valued at the last sale price on such exchange prior
to the time of determining net asset value, or, if no sale is reported, are
valued at the mean between the most recent bid and asked prices;

(10) Forward currency contracts are valued at their last sale as
reported by a pricing service and, in the absence of a report, at a value
determined on the basis of the underlying currency at prevailing exchange rates;

(11) Securities subject to restrictions on resale are valued at fair
value at least monthly by a pricing service under the direction of the Fund's
Board of Trustees; and

(12) All other assets are valued at fair market value as determined by
or under the direction of the Fund's Board of Trustees.

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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 broker's
ability to effect the transaction 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. Management weighs such considerations 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 its Investment Management Agreement or by
Keystone under its Investment Advisory Agreement. The cost, value and specific
application of such information are indeterminable and cannot be practicably
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 Investment Management
Agreement and the Investment 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 direct purchase from an issuer of certain securities in order to take
advantage of the lower purchase price available to members of such a group.

Neither Keystone Management, Keystone nor the Fund intends 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 consider
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 that 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 December 31, 1993, 1994 and 1995, the
Fund paid $380,450, $592,800 and $735,203, respectively, in brokerage
commissions.

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SALES CHARGES
- --------------------------------------------------------------------------------

GENERAL

Generally, the Fund offers three classes of shares. Class A shares are
offered with a maximum sales charge of 5.75% payable at the time of purchase
("Front End Load Option"). Class B shares purchased on or after June 1, 1995 are
subject to a contingent deferred sales charge payable upon redemption during the
72 month period following the month of purchase. Class B shares purchased prior
to June 1, 1995 are subject to a contingent deferred sales charge upon
redemption within four calendar years following the year of purchase ("Back End
Load Option"). Class B shares purchased on or after June 1, 1995 that have been
outstanding eight years following the month of purchase will automatically
convert to Class A shares without imposition of a front-end sales charge or
exchange fee. Class B shares purchased prior to June 1, 1995 that have been
outstanding during seven calendar years will similarly convert to Class A
shares. (Conversion of Class B shares represented by stock certificates will
require the return of the stock certificates to Keystone Investor Resource
Center, Inc., the Fund's transfer and dividend disbursing agent ("KIRC").) Class
C shares are sold subject to a contingent deferred sales charge payable upon
redemption within one year after purchase ("Level Load Option"). Class C shares
are available only through dealers who have entered into special distribution
agreements with the Principal Underwriter. The prospectus contains a general
description of how investors may buy shares of the Fund as well as a table of
applicable sales charges for Class A shares; a discussion of reduced sales
charges that may apply to subsequent purchases; and a description of applicable
contingent deferred sales charges.

CONTINGENT DEFERRED SALES CHARGES

In order to reimburse the Fund for certain expenses relating to the
sale of its shares (See "Distribution Plans"), a contingent deferred sales
charge may be imposed at the time of redemption of certain Fund shares, as
follows:

CLASS A SHARES

With certain exceptions, purchases of Class A shares made (1) in an
amount equal to or exceeding $1,000,000, and/or (2) purchased by a corporate
qualified retirement plan or a non-qualified deferred compensation plan
sponsored by a corporation having 100 or more eligible employees (a "Qualifying
Plan"), in either case without a front-end sales charge, will be subject to a
contingent deferred sales charge of 1% during the 24 month period following the
date of purchase. The contingent deferred sales charge will be retained by the
Principal Underwriter. See "Calculation of Contingent Deferred Sales Charge"
below.

CLASS B SHARES

With respect to Class B shares purchased on or after June 1, 1995, the
Fund, with certain exceptions, will impose a deferred sales charge as a
percentage of net asset value or net cost of such Class B shares redeemed during
succeeding twelve-month periods as follows: 5% during the first twelve-month
period; 4% during the second twelve-month period; 3% during the third
twelve-month period; 3% during the fourth twelve-month period; 2% during the
fifth twelve-month period, and 1% during the sixth twelve-month period. No
deferred sales charge is imposed on amounts redeemed thereafter.

With respect to Class B shares purchased prior to June 1, 1995, the
Fund, with certain exceptions, may impose a deferred sales charge of 3% on
shares redeemed during the calendar year of purchase and the first calendar year
after the year of purchase; 2% on shares redeemed during the second calendar
year after the year of purchase; and 1% on shares redeemed during the third
calendar year after the year of purchase. No deferred sales charge is imposed on
amounts redeemed thereafter.

If imposed, the deferred sales charge is deducted from the redemption
proceeds otherwise payable to you. The deferred sales charge is retained by the
Principal Underwriter. Amounts received by the Principal Underwriter under the
Class B Distribution Plans are reduced by deferred sales charges retained by the
Principal Underwriter. See "Calculation of Contingent Deferred Sales Charge" and
"Waiver of Sales Charges" below.

CLASS C SHARES

With certain exceptions, the Fund will impose a deferred sales charge
of 1% on Class C shares redeemed within one year after the date of purchase. No
deferred sales charge is imposed on amounts redeemed thereafter. If imposed, the
deferred sales charge is deducted from the redemption proceeds otherwise payable
to you. The deferred sales charge is retained by the Principal Underwriter. See
"Calculation of Contingent Deferred Sales Charge" below.

CALCULATION OF CONTINGENT DEFERRED SALES CHARGE

Any contingent deferred sales charge imposed upon the redemption of
Class A, Class B or Class C shares is a percentage of the lesser of (1) the net
asset value of the shares redeemed or (2) the net cost of such shares.

No contingent deferred sales charge is imposed when you redeem amounts
derived from (1) increases in the value of your account above the net cost of
such shares due to increases in the net asset value per share of such shares;
(2) certain shares with respect to which the Fund did not pay a commission on
issuance, including shares acquired through reinvestment of dividend income and
capital gains distributions; (3) certain Class A shares held for more than two
years from the date of purchase; (4) Class B shares held for more than four
consecutive calendar years or more than 72 months after the month of purchase,
as the case may be; or (5) Class C shares held for more than one year from the
date of purchase.

Upon request for redemption, shares not subject to the contingent
deferred sales charge will be redeemed first. Thereafter, shares held the
longest will be the first to be redeemed. There is no contingent deferred sales
charge when the shares of a class are exchanged for the shares of the same class
of another Keystone America Fund. Moreover, when shares of one such class of a
fund have been exchanged for shares of another such class of a fund, the
calendar year of the purchase of the shares of the fund exchanged into is
assumed to be the year shares tendered for exchange were originally purchased.

WAIVER OF SALES CHARGES

Shares of the Fund may also be sold, to the extent permitted by
applicable law, regulations, interpretations or exemptions, at net asset value
without the imposition of an initial sales charge to (1) certain Directors,
Trustees, officers, full-time employees or sales representatives of the Fund,
Keystone Management, Keystone, Keystone Investments, Inc. (formerly Keystone
Group, Inc.) ("Keystone Investments"), their subsidiaries and affiliates or the
Principal Underwriter and who have been such for not less than ninety days; (2)
a pension and profit-sharing plan established by such companies, their
subsidiaries and affiliates for the benefit of their Directors, Trustees,
officers, full-time employees and sales representatives; or (3) a registered
representative of a firm with a dealer agreement with the Principal Underwriter;
provided, however, that all such sales are made upon the written assurance that
the purchase is made for investment purposes and that the securities will not be
resold except through redemption by the Fund.

No initial sales charge is charged on purchases of shares of the Fund
by a bank or trust company in a single account in the name of such bank or trust
company as trustee if the initial investment in shares of the Fund or any Fund
in the Keystone Investments Family of Funds purchased pursuant to this waiver is
at least $500,000 and any commission paid at the time of such purchase is not
more than 1% of the amount invested.

If you were a Fund shareholder of record as of May 1, 1987, you have
the perpetual right, so long as you remain a Fund shareholder, to invest and
reinvest in additional Class A shares of the Fund without imposition of a sales
charge or a deferred sales charge.

With respect to Class A shares purchased by a Qualifying Plan at net
asset value or Class C shares purchased by a Qualifying Plan, no contingent
deferred sales charge will be imposed on any redemptions made specifically by an
individual participant in the Qualifying Plan. This waiver is not available in
the event a Qualifying Plan, as a whole, redeems substantially all of its
assets.

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 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 an account 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.

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DISTRIBUTION PLANS
- --------------------------------------------------------------------------------

Rule 12b-1 under the 1940 Act permits investment companies, such as the
Fund, to use their assets to bear expenses of distributing their shares if they
comply with various conditions, including adoption of a distribution plan
containing certain provisions set forth in Rule 12b-1.

The Fund's Class A, B and C Distribution Plans have been approved by
the Fund's Board of Trustees, including a majority of the Trustees who are not
interested persons of the Fund, as defined in the 1940 Act, and who have no
direct or indirect financial interest in the Distribution Plans or any agreement
related thereto (the "Independent Trustees").

DISTRIBUTION PLANS IN GENERAL

The National Association of Securities Dealers (the "NASD") limits the
amount that the Fund may pay annually in distribution costs for sale of its
shares and shareholder service fees. The NASD 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 also limits the aggregate amount that the Fund may pay
for such distribution costs to 6.25% of gross share sales since the inception of
the 12b-1 Plan, plus interest at the prime rate plus 1% on such amounts (less
any contingent deferred sales charges paid by shareholders to the Principal
Underwriter).

CLASS A DISTRIBUTION PLAN. The Class A Distribution Plan provides that the Fund
may expend daily amounts at an annual rate, which is currently limited to up to
0.25% of the Fund's average daily net asset value attributable to Class A
shares, to finance any activity that is primarily intended to result in the sale
of Class A shares, including, without limitation, expenditures consisting of
payments to the principal underwriter of the Fund (currently the Principal
Underwriter) to enable the Principal Underwriter to pay or to have paid to
others who sell Class A shares a service or other fee, at such intervals as the
Principal Underwriter may determine, in respect of Class A shares maintained by
any such recipients and outstanding on the books of the Fund for specified
periods.

Amounts paid by the Fund under the Class A Distribution Plan are
currently used to pay others, such as dealers, service fees at an annual rate of
up to 0.25% of the average net asset value of Class A shares maintained by such
others and outstanding on the books of the Fund for specified periods.

CLASS B DISTRIBUTION PLANS. Each Class B Distribution Plan provides that the
Fund may expend daily amounts at an annual rate of up to 1% of the Fund's
average daily net asset value attributable to Class B shares to finance any
activity that is primarily intended to result in the sale of Class B shares,
including, without limitation, expenditures consisting of payments to the
principal underwriter of the Fund (currently the Principal Underwriter) (1) to
enable the Principal Underwriter to pay to others (dealers) commissions in
respect of Class B shares sold since inception of the Distribution Plans; and
(2) to enable the Principal Underwriter to pay or to have paid to others a
service fee, at such intervals as the Principal Underwriter may determine, in
respect of Class B shares maintained by any such recipients and outstanding on
the books of the Fund for specified periods.

The Principal Underwriter generally reallows to brokers or others a
commission equal to 4% of the price paid for each Class B share sold plus the
first year's service fee in advance in the amount of 0.25% of the price paid for
each Class B share sold. Beginning approximately 12 months after the purchase of
a Class B share, the broker or other party receives service fees at an annual
rate of 0.25% of the average daily net asset value of such Class B share
maintained by the recipient and outstanding on the books of the Fund for
specified periods.

The Principal Underwriter intends, but is not obligated, to continue to
pay or accrue distribution charges incurred in connection with a Class B
Distribution Plan that exceed current annual payments permitted to be received
by the Principal Underwriter from the Fund. The Principal Underwriter intends to
seek full payment of such charges from the Fund (together with annual interest
thereon at the prime rate plus 1%) at such time in the future as, and to the
extent that, payment thereof by the Fund would be within the permitted limits.

If the Fund's Independent Trustees authorize such payments, the effect
would be to extend the period of time during which the Fund incurs the maximum
amount of costs allowed by a Class B Distribution Plan. If a Class B
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.

In connection with financing its distribution costs, including
commission advances to dealers and others, the Principal Underwriter has sold to
a financial institution substantially all of its 12b-1 fee collection rights and
contingent deferred sales charge collection rights in respect of Class B shares
sold during the two-year period commencing approximately June 1, 1995. The Fund
has agreed not to reduce payment of 12b-1 fees in respect of such Class B shares
unless it terminates such shares' Distribution Plan completely. If it terminates
such Distribution Plan, the Fund may be subject to possible adverse distribution
consequences.

CLASS C DISTRIBUTION PLAN. The Class C Distribution Plan provides that the Fund
may expend daily amounts at an annual rate of up to 1% of the Fund's average
daily net asset value attributable to Class C shares to finance any activity
that is primarily intended to result in the sale of Class C shares, including,
without limitation, expenditures consisting of payments to the principal
underwriter of the Fund (currently the Principal Underwriter) (1) to enable the
Principal Underwriter to pay to others (dealers) commissions in respect of Class
C shares sold since inception of the Distribution Plan; and (2) to enable the
Principal Underwriter to pay or to have paid to others a service fee, at such
intervals as the Principal Underwriter may determine, in respect of Class C
shares maintained by any such recipients and outstanding on the books of the
Fund for specified periods.

The Principal Underwriter generally reallows to brokers or others a
commission in the amount of 0.75% of the price paid for each Class C share sold
plus the first year's service fee in advance in the amount of 0.25% of the price
paid for each Class C share sold. Beginning approximately fifteen months after
purchase, brokers or others receive a commission at an annual rate of 0.75%
(subject to NASD rules) plus service fees at the annual rate of 0.25% of the
average daily net asset value of each Class C share maintained by the recipients
and outstanding on the books of the Fund for specified periods.

DISTRIBUTION PLANS - GENERAL

Whether any expenditure under a 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.

Each of the Distribution Plans may be terminated at any time by a vote
of the Fund's Independent Trustees, or by vote of a majority of the
outstanding voting shares of the respective class of Fund shares.

Any change in a Distribution Plan that would materially increase the
distribution expenses of the Fund provided for in a Distribution Plan requires
shareholder approval. Otherwise, a Distribution Plan may be amended by the
Trustees, including the Independent Trustees.

While a Distribution Plan is in effect, the Fund will be required to
commit the selection and nomination of candidates for Independent Trustees to
the discretion of the Independent Trustees.

The total amounts paid by the Fund under the foregoing arrangements may
not exceed the maximum Distribution Plan limits specified above. The amounts and
purposes of expenditures under a Distribution Plan must be reported to the
Independent Trustees quarterly. The Independent Trustees may require or
approve changes in the implementation or operation of a Distribution Plan and
may also require that total expenditures by the Fund under a Distribution Plan
be kept within limits lower than the maximum amount permitted by a Distribution
Plan as stated above.

The Independent Trustees of the Fund have determined that the sales of
the Fund's shares resulting from payments under the Distribution Plans are
expected to benefit the Fund.

During the fiscal year ended December 31, 1995, the Fund paid the
Principal Underwriter $152,234 under its Class A Distribution Plan; $422,149 for
Class B shares sold prior to June 1, 1995 and $57,588 for Class B shares sold on
or after June 1, 1995 under its Class B Distribution Plans; and $113,669 under
its Class C Distribution Plan.

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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 and Chief Executive Officer of
Keystone Investments, Keystone, Keystone Management and Keystone Software,
Inc. ("Keystone Software"); President, Chief Executive Officer and Trustee
or Director of all other funds in the Keystone Investments Family of Funds;
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 and
President of Keystone Asset Corporation, Keystone Capital Corporation and
Keystone Trust Company; Director of the Principal Underwriter, 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 Director and President of Hartwell Keystone Advisers, Inc.
("Hartwell Keystone"); former Director and Vice President, Robert Van
Partners, Inc. and former Trustee of Neworld Bank.

FREDERICK AMLING: Trustee of the Fund; Trustee or Director of all other funds in
the Keystone Investments Family of Funds; Professor, Finance Department,
George Washington University; President, Amling & Company (investment
advice); Member, Board of Advisers, Credito Emilano (banking); and former
Economics and Financial Consultant, Riggs National Bank.

CHARLES A. AUSTIN III: Trustee of the Fund; Trustee or Director of all other
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 Director and Chairman of the
Board of Hartwell Keystone; former Chairman of the Board and Chief
Executive Officer of Keystone Investments; and former Chief Executive
Officer of the Fund.

EDWIN D. CAMPBELL: Trustee of the Fund; Trustee or Director of all other funds
in the Keystone Investments Family of Funds; Director and former Executive
Vice President, National Alliance of Business; former Vice President,
Educational Testing Services; and former Dean, School of Business, Adelphi
University; former Executive Director, Coalition of Essential Schools,
Brown 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).

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.

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.

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 Enhance
Financial Services, Inc.; 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; former Managing Director of Russell Miller, Inc.; and former
Member, Georgetown College Board of Advisors.

ANDREW J. SIMONS: Trustee of the Fund; Trustee or Director of all other funds in
the Keystone Investments Family of Funds; Partner, Farrell, Fritz,
Caemmerer, Cleary, Barnosky & Armentano, P.C.; former President, Nassau
County Bar Association; former Associate Dean and Professor of Law, St.
John's University School of Law.

EDWARD F. GODFREY: Senior Vice President of the Fund; Senior Vice President of
all other 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,
Keystone Software; Vice President and Treasurer of KFIA; Director of KIRC;
former Treasurer and Director of Hartwell Keystone; 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.

J. KEVIN KENELY: Treasurer of the Fund; Treasurer of all other funds in the
Keystone Investments Family of Funds; Vice President of Keystone
Investments, Keystone, the Principal Underwriter, FICO and Keystone
Software; and former Controller of Keystone Investments and certain of its
affiliated operating companies.

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; 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 December 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 no retainers or fees.
Annual retainers and meeting fees paid by all funds in the Keystone Investments
Family of Funds (which includes 32 mutual funds) for the calendar year ended
December 31, 1995, totalled approximately $450,716. As of January 31, 1996, the
Trustees and officers beneficially owned less than 1.0% of the Fund's then
outstanding Class A, Class B or Class C 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.

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INVESTMENT MANAGER
- --------------------------------------------------------------------------------

Subject to the general supervision of the Fund's Board of Trustees,
Keystone Management, located at 200 Berkeley Street, Boston, Massachusetts
02116-5034, serves as investment manager to the Fund and is responsible for the
overall management of the Fund's business and affairs. Keystone Management,
organized in 1989, is a wholly-owned subsidiary of Keystone and its directors
and principal executive officers have been affiliated with Keystone, a seasoned
investment adviser, for a number of years. Keystone Management also serves as
investment manager to most of the Funds in the Keystone America 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 and all necessary office facilities,
equipment and personnel in connection with its services under the Management
Agreement. The Management Agreement also stipulates that Keystone Management
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 the 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 shareholders' and
Trustees' meetings; charges and expenses of legal counsel for the Fund and for
the Independent Trustees 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. Keystone Management pays all
charges and expenses relating to these items subject to reimbursement by 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.
Keystone Management provides the Fund with certain administrative and management
services, including (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, (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; and (2) preparing the Fund's federal and state tax returns;
(3) providing services to the Fund's shareholders in connection with federal and
state taxation and distributions of income and capital gains; and (4) storing
documents relating to the Fund's activities.

The Fund pays Keystone Management a fee for its services at the annual
rate of:

Management Aggregate Net Asset Value
Fee of the Shares of the Fund
- --------------------------------------------------------------------------------
0.75% of the first $ 250,000,000 plus
0.675% of the next $ 250,000,000 plus
0.60% of the next $ 500,000,000 plus
0.50% of amounts over $1,000,000,000

computed as of the close of business on each business day and
payable daily.

The Fund is subject to certain annual state expense limitations, the
most restrictive of which is as follows:

2.5% of the first $30 million of Fund average net assets; 2.0% of the
next $70 million of Fund average net assets; and 1.5% of Fund average
net assets over $100 million.

Capital charges and certain expenses, including a portion of the Fund's
Distribution Plan fees, are not included in the calculation of the state expense
limitation. This limitation may be modified or eliminated in the future.

As a continuing condition of registration of shares in a state,
Keystone Management has agreed to reimburse the Fund annually for certain
operating expenses incurred by the Fund in excess of certain percentages of the
Fund's average daily net assets. Keystone Management is not required, however,
to reimburse the Fund to the extent that such reimbursement would result in the
Fund's inability to qualify as a regulated investment company under the
provisions of the Internal Revenue Code. This condition may be modified or
eliminated in the future.

The Management Agreement continues in effect from year to year 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 an additional discussion of fees paid to Keystone Management, see
"Investment Adviser" below.

- --------------------------------------------------------------------------------
INVESTMENT ADVISER
- --------------------------------------------------------------------------------

Pursuant to its Management Agreement, Keystone Management has delegated
its investment management functions, except for certain administrative and
management services, to Keystone and has entered into an Investment Advisory
Agreement, with Keystone pursuant to 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., which is
located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

Keystone Investments is a private corporation predominantly owned by
current and former members of management 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. and Rosemary
D. Van Antwerp. 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 its Management Agreement.

Pursuant to the Advisory Agreement and subject to the supervision of
the Fund's Board of Trustees, Keystone manages and administers the Fund's
operation and manages the investment and reinvestment of the Fund's assets in
conformity with the Fund's investment objectives and restrictions. The Advisory
Agreement stipulates that Keystone shall provide office space and all necessary
office facilities, equipment and personnel in connection with its services under
the Advisory Agreement. The Advisory Agreement also stipulates that Keystone
shall pay or reimburse the Fund for the compensation of Fund officers and
Trustees who are affiliated with the investment manager 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 the 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 shareholders' and Trustees'
meetings; charges and expenses of legal counsel for the Fund and for the
Independent Trustees 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 December 31, 1993, the Fund paid or
accrued to Keystone Management investment management and administrative services
fees of $627,879, which represented 0.75% of the Fund's average daily net
assets. Of such amount paid to Keystone Management, $533,697 was paid to
Keystone for its services to the Fund.

During the fiscal year ended December 31, 1994, the Fund paid or
accrued to Keystone Management investment management and administrative services
fees of $924,625, which represented 0.75% of the Fund's average daily net
assets. Of such amount paid to Keystone Management, $785,931 was paid to
Keystone its services to the Fund.

During the fiscal year ended December 31, 1995, the Fund paid or
accrued to Keystone Management investment management and administrative services
fees of $1,280,436, which represented 0.75% of the Fund's average daily net
assets. Of such amount paid to Keystone Management, $1,088,371 was paid to
Keystone for its services to the Fund.

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

The Fund has entered into a Principal Underwriting Agreement (the
"Underwriting Agreement") with Keystone Investment Distributors Company, a
wholly-owned subsidiary of Keystone.

The Principal Underwriter, located at 200 Berkeley Street, Boston,
Massachusetts, 02116-5034, is a Delaware corporation. The Principal Underwriter,
as agent, currently has the right to obtain subscriptions for and to sell shares
of the Fund to the public. In so doing, the Principal Underwriter may retain and
employ representatives to promote distribution of the shares and may obtain
orders from brokers, dealers or others, acting as principals, for sales of
shares. No such representative, dealer or broker has any authority to act as
agent for the Fund. The Principal Underwriter has not undertaken to buy or to
find purchasers for any specific number of shares. The Principal Underwriter may
receive payments from the Fund pursuant to the Distribution Plans.

All subscriptions and sales of shares by the Principal Underwriter are
at the offering price of the shares, such price being in accordance with the
provisions of the Fund's Declaration of Trust, By-Laws, current prospectus and
statement of additional information. All orders are subject to acceptance by the
Fund, and the Fund reserves the right, in its sole discretion, to reject any
order received. Under the Underwriting Agreement, the Fund is not liable to
anyone for failure to accept any order.

The Fund has agreed under the Underwriting Agreement to pay all
expenses in connection with registration of its shares with the Commission as
well as auditing and filing fees in connection with registration of its shares
under the various state "blue-sky" laws.

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.

The Principal Underwriter has agreed that it will, in all respects,
duly conform to all state and federal laws applicable to the sale of the shares.
The Principal Underwriter has also agreed that it will indemnify and hold
harmless the Fund, and each person who has been, is or may be a Trustee or
officer of the Fund, against expenses reasonably incurred by any of them in
connection with any claim, action, suit or proceeding to which any of them may
be a party that arises out of or is alleged to arise out of any
misrepresentation or omission to state a material fact on the part of the
Principal Underwriter or any other person for whose acts the Principal
Underwriter is responsible or is alleged to be responsible, unless such
misrepresentation or omission was made in reliance upon written information
furnished by the Fund.

The Underwriting Agreement 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 of the Fund.

The Underwriting Agreement may be terminated by the Fund, without
penalty, on 60 days' written notice by the Fund's Board of Trustees or by a vote
of a majority of the Fund's outstanding shares. The Underwriting Agreement will
terminate automatically upon its "assignment," as that term is defined in the
1940 Act.

- --------------------------------------------------------------------------------
DECLARATION OF TRUST
- --------------------------------------------------------------------------------

MASSACHUSETTS BUSINESS TRUST

The Fund is a Massachusetts business trust established under a
Declaration of Trust dated September 21, 1994 (the "Declaration of Trust"). The
Fund is similar in most respects to a business corporation. The principal
distinction between the Fund and a corporation relates to the shareholder
liability described below. A copy of the Declaration of Trust is filed as an
exhibit to the 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 of classes of shares. Each share of the Fund
represents an equal proportionate interest with each other share of that class.
Upon liquidation, shares are entitled to a pro rata share of the Fund based on
the relative net assets of each class. Shareholders have no preemptive or
conversion rights. Shares are redeemable and transferable. The Fund is
authorized to issue additional classes or series of shares. Generally, the Fund
issues three classes of shares, but may issue additional classes or series of
shares.

SHAREHOLDER LIABILITY

Pursuant to certain decisions of the Supreme Judicial Court of
Massachusetts, shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
trust. If the Fund were held to be a partnership, the possibility of the
shareholders' incurring financial loss for that reason appears remote because
(1) the Fund's Declaration of Trust contains an express disclaimer of
shareholder liability for obligations of the Fund and 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 (2) because the Declaration of
Trust provides for indemnification out of the Fund's property for any
shareholder held personally liable for the obligations of the Fund.

VOTING RIGHTS

Under 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. 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. No amendment may be made to the
Declaration of Trust which adversely affects any class of shares without the
approval of a majority of the shares of that class. Shares have non-cumulative
voting rights, which means that the holders of more than 50% of the shares
voting for the election of Trustees can elect 100% of the Trustees to be elected
at a meeting and, in such event, the holders of the remaining 50% or less of the
shares voting will not be able to elect any Trustees.

After an initial meeting as described above, no further meetings of
shareholders for the purpose of electing Trustees will be held, unless required
by law, unless and 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 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 be removed from or cease to hold office (as the case may
be) (1) at any time by 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 will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his office.

- --------------------------------------------------------------------------------
STANDARDIZED TOTAL RETURN AND YIELD QUOTATIONS
- --------------------------------------------------------------------------------

Total return quotations for a class of shares of 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, or the
time periods for which such class of shares has been effective, whichever is
relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment all dividends and distributions are added and the maximum sales
charge deducted and all recurring fees charged to all shareholder accounts are
deducted. The ending redeemable value assumes a complete redemption at the end
of the relevant periods.

The Class A cumulative total return figures for the one, five and ten
year periods ended December 31, 1995 were 29.07% (including applicable sales
charge), 133.46% and 319.63%, respectively. The Class A 1-year, 5-year and
10-year average annual total returns were 29.07%, 18.48% and 15.42%,
respectively, including applicable sales charge.

The Class B cumulative total return figure for the one year period
ended December 31, 1995 was 31.70% (including contingent deferred sales charge).
The Class B average annual total return for the one year period ended December
31, 1995 and for the period from August 2, 1993 (date of initial public
offering) through December 31, 1995 were 31.70% and 13.31% (including contingent
deferred sales charge), respectively.

The Class C cumulative total return for the one year period ended
December 31, 1995 was 35.62% (including contingent deferred sales charge). The
Class C average annual total returns for the one year period ended December 31,
1995 and for the period from August 2, 1993 (date of initial public offering)
through December 31, 1995 were 35.62% and 14.41% including contingent deferred
sales charge), respectively.

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

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is the custodian ("Custodian") of all securities and cash
of the Fund. 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, 99 High Street Boston, Massachusetts 02110,
Certified Public Accountants, serve as independent auditors for the Fund.

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

As of January 31, 1996, to the best of the Fund's knowledge no
shareholder of record owned 5% or more of the Fund's outstanding Class A shares.

As of January 31, 1996, the following shareholder of record owned 5% or
more of the Fund's outstanding Class B shares: Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, Florida 32246-6484,
owned 10.79%.

As of January 31, 1996, the following shareholder of record owned 5% or
more of the Fund's outstanding Class C shares: Merrill Lynch Pierce Fenner &
Smith, 4800 Deer Lake Drive East, 3rd Floor, Jacksonville, Florida 32246-6484,
34.43%.

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, 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 statement of additional information omit
certain information contained in the registration statement filed with the
Commission, which may be obtained from the Commission's principal office in
Washington, D.C. upon payment of the fee prescribed by the rules and regulations
promulgated by the Commission.

The Fund is one of 16 different investment companies in the Keystone
America Fund Family, which offers a range of choices to serve shareholder needs.
The Keystone America Fund Family consists of the following Funds having the
various investment objectives described below:

KEYSTONE CAPITAL PRESERVATION AND INCOME FUND - Seeks high current income,
consistent with low volatility of principal, by investing in adjustable rate
securities issued by the U.S. government, its agencies or instrumentalities.

KEYSTONE FUND FOR TOTAL RETURN - Seeks total return from a combination of
capital growth and income from dividend paying common stocks, preferred stocks,
convertible bonds, other fixed-income securities and foreign securities (up to
50%).

KEYSTONE GLOBAL OPPORTUNITIES FUND - Seeks long-term capital growth from foreign
and domestic securities.

KEYSTONE GOVERNMENT SECURITIES FUND - Seeks income and capital
preservation from U.S. government securities.

KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC. - Seeks capital
appreciation by investment primarily in small and medium-sized companies in a
relatively early stage of development that are principally traded in the
over-the-counter market.

KEYSTONE HARTWELL GROWTH FUND - Seeks capital appreciation by investment in
securities selected for their long-term growth prospects.

KEYSTONE INTERMEDIATE TERM BOND FUND - Seeks income, capital preservation and
price appreciation potential from investment grade corporate bonds.

KEYSTONE OMEGA FUND - Seeks maximum capital growth from common stocks and
securities convertible into common stocks.

KEYSTONE STATE TAX FREE FUND - A mutual fund consisting of five separate series
of shares investing in different portfolio securities which seeks the highest
possible current income, exempt from federal income taxes and applicable state
taxes.

KEYSTONE STATE TAX FREE FUND - SERIES II - A mutual fund consisting of two
separate series of shares investing in different portfolio securities which
seeks the highest possible current income, exempt from federal income taxes and
applicable state taxes.

KEYSTONE SMALL COMPANY GROWTH FUND II - Seeks long-term capital growth by
investing primarily in equity securities with small market capitalizations.

KEYSTONE STRATEGIC INCOME FUND - Seeks high yield and capital appreciation
potential from corporate bonds, discount bonds, convertible bonds, preferred
stock and foreign bonds (up to 25%).

KEYSTONE TAX FREE INCOME FUND - Seeks income exempt from federal income taxes
and capital preservation from the four highest grades of municipal bonds.

KEYSTONE WORLD BOND FUND - Seeks total return from interest income, capital
gains and losses and currency exchange gains and losses from investment in debt
securities denominated in U.S.

and foreign currencies.

KEYSTONE FUND OF THE AMERICAS - Seeks long-term growth of capital through
investments in equity and debt securities in North America (the United States
and Canada) and Latin America (Mexico and countries in South and Central
America).

KEYSTONE STRATEGIC DEVELOPMENT FUND - Seeks long-term capital growth by
investing primarily in equity securities.

<PAGE>

- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------

COMMON AND PREFERRED STOCK RATINGS

A. 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, S&P
believes that earnings and dividend performance is the end result of the
interplay of these factors and that, over the long run, the record of this
performance has a considerable bearing on relative quality. S&P rankings,
however, do not reflect all of the factors, tangible or intangible, that bear on
stock quality.

Growth and stability of earnings and dividends are deemed key elements
in establishing S&P earnings and dividend rankings for common stocks, which
capsulize the nature of this record in a single symbol.

S&P has established a computerized scoring system based on per-share
earnings and dividend records of the most recent ten years, a period deemed long
enough to measure a company's performance under varying economic conditions. S&P
measures growth, stability within the trend line and 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.

B. MOODY'S COMMON STOCK RANKINGS

Moody's presents a concise statement of the important characteristics
of a company and an evaluation of the grade (quality) of its common stock. Data
presented includes: (a) capsule stock information which reveals short and long
term growth and yield afforded by the indicated dividend, based on a recent
price; (b) a long term price chart which shows patterns of monthly stock price
movements and monthly trading volumes; (c) a breakdown of a company's capital
account which aids in determining the degree of conservatism or financial
leverage in a company's balance sheet; (d) interim earnings for the current year
to date, plus three previous years; (e) dividend 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

C. 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.

ZERO COUPON BONDS

A zero coupon "stripped" bond represents ownership in serially maturing
interest payments or principal payments on specific underlying notes and bonds,
including coupons relating to such notes and bonds. The interest and principal
payments are direct obligations of the issuer. Coupon zero coupon bonds of any
series mature periodically from the date of issue of such series through the
maturity date of the securities related to such series. Principal zero coupon
bonds mature on the date specified therein, which is the final maturity date of
the related securities. Each zero coupon bond entitles the holder to receive a
single payment at maturity. There are no periodic interest payments on a zero
coupon bond. Zero coupon bonds are offered at discounts from their face amounts.

In general, owners of zero coupon bonds have substantially all the
rights and privileges of owners of the underlying coupon obligations or
principal obligations. Owners of zero coupon bonds have the right upon default
on the underlying coupon obligations or principal obligations to proceed
directly and individually against the issuer and are not required to act in
concert with other holders of zero coupon bonds.

For federal income tax purposes, a purchaser of principal zero coupon
bonds or coupon zero coupon bonds (either initially or in the secondary market)
is treated as if the buyer had purchased a corporate obligation issued on the
purchase date with an original issue discount equal to the excess of the amount
payable at maturity over the purchase price. The purchaser is required to take
into income each year as ordinary income an allocable portion of such discounts
determined on a "constant yield" method. Any such income increases the holder's
tax basis for the zero coupon bond, and any gain or loss on a sale of the zero
coupon bonds relative to the holder's basis, as so adjusted, is a capital gain
or loss. If the holder owns both principal zero coupon bonds and coupon zero
coupon bonds representing interest in the same underlying issue of securities, a
special basis allocation rule (requiring the aggregate basis to be allocated
among the items sold and retained based on their relative fair market values at
the time of sale) may apply to determine the gain or loss on a sale of any such
zero coupon bonds items.

PAYMENT-IN-KIND SECURITIES

Payment-in-kind (PIK) securities pay interest in either cash or
additional securities, at the issuer's option, for a specified period. The
issuer's option to pay in additional securities typically ranges from one to six
years, compared to an average maturity for all PIK securities of eleven years.
Call protection and sinking fund features are comparable to those offered on
traditional debt issues.

PIKs, like zero coupon bonds, are designated to give an issuer
flexibility in managing cash flow. Several PIKs are senior debt. In other cases,
where PIKs are subordinated, most senior lenders view them as equity
equivalents.

An advantage of PIKs for the issuer - as with zero coupon securities -
is that interest payments are automatically compounded (reinvested) at the
stated coupon rate, which is not the case with cash-paying securities. However,
PIKs are gaining popularity over zeros since interest payments in additional
securities can be monetized and are more tangible than accretion of a discount.

As a group, PIK bonds trade flat (i.e., without accrued interest).
Their price is expected to reflect an amount representing accreted interest
since the last payment. PIKs generally trade at higher yields than comparable
cash-paying securities of the same issuer. Their premium yield is the result of
the lesser desirability of non-cash interest, the more limited audience for
non-cash paying securities, and the fact that many PIKs have been issued to
equity investors who do not normally own or hold such securities.

Calculating the true yield on a PIK security requires a discounted cash
flow analysis if the security (ex interest) is trading at a premium or a
discount, because the realizable value of additional payments is equal to the
current market value of the underlying security, not par.

Regardless of whether PIK securities are senior or deeply subordinated,
issuers are highly motivated to retire them because they are usually their most
costly form of capital. Sixty-eight percent of the PIK debentures issued prior
to 1987 have already been redeemed, and approximately 35% of the over $10
billion PIK debentures issued through year-end 1988 have been retired.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of
one year or less such as bank certificates of deposit, bankers' acceptances,
commercial paper and obligations issued or guaranteed by the United States
("U.S.") government, its agencies or instrumentalities, some of which may be
subject to repurchase agreements.

COMMERCIAL PAPER

Commercial paper will consist of issues rated at the time of purchase
A-1, A-2 or higher by Standard & Poor's Corporation ("S&P"), PRIME-1 or PRIME-2
by Moody's Investors Service, Inc. ("Moody's"), or, if not rated, will be issued
by companies which have an outstanding debt issue rated at the time of purchase
Aaa, Aa or A by Moody's, or AAA, AA or A by S&P, or will be determined by
Keystone to be of comparable quality.

A. S&P RATINGS

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more than
365 days. Ratings are graded into four categories, ranging from "A" for the
highest quality obligations to "D" for the lowest. The top category is as
follows:

1. A: Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2 and 3 to indicate the relative degree of safety.

2. A-1: This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.

B. MOODY'S RATINGS

The term "commercial paper" as used by Moody's means promissory
obligations not having an original maturity in excess of nine months. Moody's
commercial paper ratings are opinions of the ability of issuers to repay
punctually promissory obligations not having an original maturity in excess of
nine months. Moody's employs the following designation, judged to be investment
grade, to indicate the relative repayment capacity of rated issuers.

1. The rating PRIME-1 is the highest commercial paper rating assigned
by Moody's. Issuers rated PRIME-1 (or related supporting institutions) are
deemed to have a superior capacity for repayment of short term promissory
obligations. Repayment capacity of PRIME- 1 issuers is normally evidenced by the
following characteristics:

1) leading market positions in well-established
industries;
2) high rates of return on funds employed;
3) conservative capitalization structures with moderate
reliance on debt and ample asset protection;
4) broad margins in earnings coverage of fixed financial
charges and high internal cash generation; and
5) well established access to a range of financial
markets and assured sources of alternate liquidity.

In assigning ratings to issuers whose commercial paper obligations are
supported by the credit of another entity or entities, Moody's evaluates the
financial strength of the affiliated corporations, commercial banks, insurance
companies, foreign governments or other entities, but only as one factor in the
total rating assessment.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for
the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market prior to maturity.

Certificates of deposit will be limited to U.S. dollar-denominated
certificates of United States banks, including their branches abroad, and of
U.S. branches of foreign banks, which are members of the Federal Reserve System
or the Federal Deposit Insurance Corporation, and have at least $1 billion in
deposits as of the date of their most recently published financial statements.

The Fund will not acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Inter-American Development Bank. Additionally, the Fund does not
currently intend to purchase such foreign securities (except to the extent that
certificates of deposit of foreign branches of U.S. banks may be deemed foreign
securities) or purchase certificates of deposit, bankers' acceptances or other
similar obligations issued by non U.S. branches of 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.

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 and securities issued by the Government
National Mortgage Association ("GNMA"). 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. GNMA securities include GNMA mortgage pass- through certificates. Such
securities are supported by the full faith and credit of the U.S. government

Securities issued or guaranteed by U.S. government agencies or
instrumentalities include securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, 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 U.S. government agencies and instrumentalities,
such as securities of Federal Home Loan Banks, are supported by the right of the
issuer to borrow from the Treasury. 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 U.S. 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 under standards established by the Board of Directors that the credit
risk with respect to the instrumentality does not make its securities unsuitable
investments. U.S. government securities do not include international agencies or
instrumentalities in which the U.S. government, its agencies or
instrumentalities participate, such as the World Bank, Asian Development Bank or
the Inter-American Development Bank, or issues insured by the Federal Deposit
Insurance Corporation.

FOREIGN SECURITIES

The Fund may invest in securities principally traded in securities
markets outside the United States. While investment in foreign securities is
intended to reduce risk by providing further diversification, such investments
involve sovereign risk in addition to the credit and market risks normally
associated with domestic securities. Foreign investments may be affected
favorably or unfavorably by changes in currency rates and exchange control
regulations. There may be less publicly available information about a foreign
company than about a U.S. company, and foreign companies may not be subject to
accounting, auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies. Securities of some foreign
companies are less liquid or more volatile than securities of U.S. companies,
and foreign brokerage commissions and custodian fees are generally higher than
in the United States. Investments in foreign securities may also be subject to
other risks different from those affecting U.S. investments, including local
political or economic developments, expropriation or nationalization of assets,
imposition of withholding taxes on dividend or interest payments and currency
blockage (which would prevent cash from being brought back to the United
States). These risks are carefully considered by Keystone prior to the purchase
of these securities.

OPTIONS TRANSACTIONS

OPTION WRITING AND RELATED RISKS

The Fund may write covered call and put options with respect to up to
25% of its net assets. A call option gives the purchaser of the option the right
to buy, and the writer the obligation to sell, the underlying security at the
exercise price during the option period. Conversely, a put option gives the
purchaser the right to sell, and the writer the obligation to buy, the
underlying security at the exercise price during the option period.

So long as the obligation of the writer continues, the writer may be
assigned an exercise notice by the broker/dealer through whom the option was
sold. The exercise notice would require the writer to deliver, in the case of a
call, or take delivery of, in the case of a put, the underlying security against
payment of the exercise price. This obligation terminates upon expiration of the
option, or at such earlier time that the writer effects a closing purchase
transaction by purchasing an option of the same series as the one previously
sold. Once an option has been exercised, the writer may not execute a closing
purchase transaction. For options traded on national securities exchanges
("Exchanges") to secure the obligation to deliver the underlying security in the
case of a call option, the writer of the option is required to deposit in escrow
the underlying security or other assets in accordance with the rules of the OCC,
an institution created to interpose itself between buyers and sellers of
options. Technically, the OCC assumes the order side of every purchase and sale
transaction on an Exchange and by doing so, gives its guarantee to the
transaction.

The principal reason for writing options on a securities portfolio is
to attempt to realize, through the receipt of premiums, a greater return than
would be realized on the underlying securities alone. In return for the premium,
the covered call option writer has given up the opportunity for profit from a
price increase in the underlying security above the exercise price so long as
the option remains open, but retains the risk of loss should the price of the
security decline. Conversely, the put option writer gains a profit, in the form
of a premium, so long as the price of the underlying security remains above the
exercise price, but assumes an obligation to purchase the underlying security
from the buyer of the put option at the exercise price, even though the price of
the security may fall below the exercise price, at any time during the option
period. If an option expires, the writer realizes a gain in the amount of the
premium. Such a gain may, in the case of a covered call option, be offset by a
decline in the market value of the underlying security during the option period.
If a call option is exercised, the writer realizes a gain or loss from the sale
of the underlying security. If a put option is exercised, the writer must
fulfill his obligation to purchase the underlying security at the exercise
price, which will usually exceed the then market value of the underlying
security. In addition, the premium paid for the put effectively increases the
cost of the underlying security, thus reducing the yield otherwise available
from such securities.

Because the Fund can write only covered options, it may at times be
unable to write additional options unless it sells a portion of its portfolio
holdings to obtain new securities against which it can write options. This may
result in higher portfolio turnover and correspondingly greater brokerage
commissions and other transaction costs.

To the extent that a secondary market is available, the covered option
writer may close out options it has written prior to the assignment of an
exercise notice by purchasing, in a closing purchase transaction, an option of
the same series as the option previously written. If the cost of such a closing
purchase, plus transaction costs, is greater than the premium received upon
writing the original option, the writer will incur a loss in the transaction.

WRITING COVERED OPTIONS

The Fund writes only covered options. Call and put options written by
the Fund will normally have expiration dates of not more than nine months from
the date written. The exercise price of the options may be below, equal to, or
above the current market values of the underlying securities at the times the
options are written.

Unless the option has been exercised, the Fund may close out an option
it has written by effecting a closing purchase transaction, whereby it purchases
an option covering the same underlying security and having the same exercise
price and expiration date (of the same series) as the one it has written. If the
Fund desires to sell a particular security on which it has written a call
option, it will effect a closing purchase transaction prior to or concurrently
with the sale of the security. If the Fund is able to enter into a closing
purchase transaction, the Fund will realize a profit (or loss) from such
transaction if the cost of such transaction is less (or more) than the premium
received from the writing of the option.

An option position may be closed out only in a secondary market for an
option of the same series. Although the Fund will generally write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option at
any particular time, and for some options no secondary market may exist. In such
event it might not be possible to effect a closing transaction in a particular
option. If the Fund as a covered call option writer is unable to effect a
closing purchase transaction, it will not be able to sell the underlying
securities until the option expires or it delivers the underlying securities
upon exercise.

Because the Fund intends to qualify as a regulated investment company
under the Internal Revenue Code, the extent to which the Fund may write covered
call options and enter into so-called "straddle" transactions involving put and
call options may be limited.

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

PURCHASING PUT AND CALL OPTIONS

The Fund can close out a put option it has purchased by effecting a
closing sale transaction; for example, the Fund may close out a put option it
has purchased by selling a put option. If, however, a secondary market does not
exist at a time the Fund wishes to effect a closing sale transaction, the Fund
will have to exercise the option to realize any profit.

The Fund may also purchase call options for the purpose of offsetting
previously written call options of the same series.

The Fund's ability to purchase put and call options may be limited by
the Internal Revenue Code's requirements for qualification as a regulated
investment company.

OPTIONS TRADING MARKETS

Options which the Fund will trade are generally listed on 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.

The staff of the Commission currently is of the view that the premiums
which the Fund pays for the purchase of unlisted options, and the value of
securities used to cover unlisted options written by the Fund, are considered to
be invested in illiquid securities or assets for the purpose of calculating
whether the Fund is in compliance with its fundamental investment restriction
prohibiting it from investing more than 10% of its total assets (taken at
current value) in any combination of illiquid assets and securities. The Fund
intends to request that the Commission staff reconsider its current view. It is
the intention of the Fund to comply with the staff's current position and the
outcome of such reconsideration.

SPECIAL CONSIDERATIONS APPLICABLE TO OPTIONS

ON TREASURY BONDS AND NOTES. Because trading interest in U.S. Treasury
bonds and notes tends to center on the most recently auctioned issues, new
series of options with expirations to replace expiring options on particular
issues will not be introduced indefinitely. Instead, the expirations introduced
at the commencement of options trading on a particular issue will be allowed to
run their course, with the possible addition of a limited number of new
expirations as the original ones expire. Options trading on each series of bonds
or notes will thus be phased out as new options are listed on the more recent
issues, and a full range of expiration dates will not ordinarily be available
for every series on which options are traded.

ON TREASURY BILLS. Because the deliverable U.S. Treasury bill changes
from week to week, writers of U.S. Treasury bill call options cannot provide in
advance for their potential exercise settlement obligations by acquiring and
holding the underlying security. However, if the Fund holds a long position in
U.S. Treasury bills with a principal amount corresponding to the option contract
size, the Fund may be hedged from a risk standpoint. In addition, the Fund will
maintain in a segregated account with its Custodian liquid assets maturing no
later than those which would be deliverable in the event of an assignment of an
exercise notice to ensure that it can meet its open option obligations.

ON GNMA CERTIFICATES. Options on GNMA certificates are not currently traded on
any Exchange. However, the Fund may purchase and write such options should they
commence trading on any Exchange.

Since the remaining principal balance of GNMA certificates declines
each month as a result of mortgage payments, the Fund, as a writer of a covered
GNMA call holding GNMA certificates as "cover" to satisfy its delivery
obligation in the event of assignment of an exercise notice, may find that its
GNMA certificates no longer have a sufficient remaining principal balance for
this purpose. Should this occur, the Fund will enter into a closing purchase
transaction or will purchase additional GNMA certificates from the same pool (if
obtainable) or replacement GNMA certificates in the cash market in order to
remain covered.

A GNMA certificate held by the Fund to cover an option position in any
but the nearest expiration month may cease to present cover for the option in
the event of a decline in the GNMA coupon rate at which new pools are originated
under the FHA/VA loan ceiling in effect at any given time. Should this occur,
the Fund will no longer be covered, and the Fund will either enter into a
closing purchase transaction or replace the GNMA certificate with a certificate
which represents cover. When the Fund closes its position or replaces the GNMA
certificate, it may realize an unanticipated loss and incur transaction costs.

RISKS PERTAINING TO THE SECONDARY MARKET. An option position may be
closed out only in a secondary market for an option of the same series. Although
the Fund will generally purchase or write only those options for which there
appears to be an active secondary market, there is no assurance that a liquid
secondary market will exist for any particular option at any particular time,
and for some options no secondary market may exist. In such event, it might not
be possible to effect closing transactions in particular options, with the
result that the Fund would have to exercise its options in order to realize any
profit and might incur transaction costs in connection therewith. If the Fund as
a covered call option writer is unable to effect a closing purchase transaction
in a secondary market, it will not be able to sell the underlying security until
the option expires or it delivers the underlying security upon exercise.

Reasons for the absence of a liquid secondary market include the
following: (i) insufficient trading interest in certain options; (ii)
restrictions imposed on transactions; (iii) trading halts, suspensions or other
restrictions imposed with respect to particular classes or series of options or
underlying securities; (iv) interruption of the normal operations on an Exchange
or by a broker; (v) inadequacy of the facilities of an Exchange, the OCC or a
broker to handle current trading volume; or (vi) a decision by one or more
Exchanges or brokers to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market in that class
or series of options would cease to exist, although outstanding options issued
as a result of trades would generally continue to be exercisable in accordance
with their terms.

The hours of trading for options on U.S. government securities may not
conform to the hours during which the underlying securities are traded. To the
extent that the option markets close before the markets for the underlying
securities, significant price and rate movements can take place in the
underlying markets that cannot be reflected in the option markets.

FUTURES CONTRACTS AND RELATED OPTIONS TRANSACTIONS

The Fund intends to enter into 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 doing so, 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. The Fund has represented
to the Commodity Futures Trading Commission (CFTC) that the Fund will not enter
into any futures contract or related option if, as a result, the sum of initial
margin deposits on futures contracts and options and premiums paid for options
the Fund purchased, after taking in account unrealized profits and losses on
such contracts, would exceed 5% of the Fund's total assets.

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").

INDEX BASED FUTURES CONTRACTS

STOCK INDEX FUTURES CONTRACTS

A stock index assigns relative values to the common stocks included in
the index. The index fluctuates with changes in the market values of the common
stocks so included. A stock index futures contract is a bilateral agreement by
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the closing value of the
stock index on the expiration date of the contract and the price at which the
futures contract is originally made. No physical delivery of the underlying
stocks in the index is made.

Currently stock index futures contracts can be purchased or sold on the
Standard and Poor's Corporation (S&P) Index of 500 Stocks, the S&P Index of
100 Stocks, the New York Stock Exchange Composite Index, the Value Line Index
and the Major Market Index. It is expected that futures contracts trading in
additional stock indices will be authorized. The standard contract size is $500
times the value of the index.

The Fund does not believe that differences between existing stock
indices will create any differences in the price movements of the stock index
futures contracts in relation to the movements in such indices. However, such
differences in the indices may result in differences in correlation of the
futures with movements in the value of the securities being hedged.

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.

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.

PURCHASE OF PUT OPTIONS ON FUTURES CONTRACTS

The purchase of protective put options on currency or other financial
futures contracts is analogous to the purchase of protective puts on individual
stocks, where an absolute level of protection is sought below which no
additional economic loss would be incurred by the Fund. Put options may be
purchased to hedge a portfolio of stocks or debt instruments or a position in
the futures contract upon which the put option is based.

PURCHASE OF CALL OPTIONS ON FUTURES CONTRACTS

The purchase of a call option on a currency and 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, 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 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 and premiums on options on 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. In addition
futures contract transactions involve the remote risk that a party will be
unable to fulfill its obligation and that the amount of the obligation will be
beyond the ability of the clearing broker to satisfy. 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 indices less the margins on deposit.

Most U.S. futures exchanges limit the amount of fluctuation permitted
in futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type of
contract, no trades may be made on that day at a price beyond that limit. The
daily limit governs only price movement during a particular trading day and
therefore does not limit potential losses because the limit may prevent the
liquidation of unfavorable positions. Futures contract prices have occasionally
moved to the daily limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
subjecting some futures traders to substantial losses.

RISKS OF OPTIONS ON FUTURES CONTRACTS

In addition to the risks described above for currency and other
financial futures contracts, there are several special risks relating to options
on futures contracts. The ability to establish and close out positions on such
options will be subject to the development and maintenance of a liquid secondary
market. There is no assurance that a liquid secondary market will exist for any
particular option 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 foeign securities. When the Fund invests in
foreign securities they usually will be denominated in foreign currencies and
the Fund temporarily may hold funds in foreign currencies. Thus, the Fund's
share value will be affected by changes in exchange rates.

FORWARD CURRENCY CONTRACTS

As one way of managing exchange rate risk, the Fund may engage in
forward currency exchange contracts (agreements to purchase or sell currencies
at a specified price and date). Under the contract, the exchange rate for the
transaction (the amount of currency the Fund will deliver or receive when the
contract is completed) is fixed when the Fund enters into the contract. The Fund
usually will enter into these contracts to stabilize the U.S. dollar value of a
security it has agreed to buy or sell. The Fund also may use these contracts to
hedge the U.S. dollar value of a security it already owns, particularly if the
Fund expects a decrease in the value of the currency in which the foreign
security is denominated. Although the Fund will attempt to benefit from using
forward contracts, the success of its hedging strategy will depend on Keystone's
ability to predict accurately the future exchange rates between foreign
currencies and the U.S. dollar. The value of the Fund's investments denominated
in foreign currencies will depend on the relative strength of those currencies
and the U.S. dollar, and the Fund may be affected favorably or unfavorably by
changes in the exchange rates or exchange control regulations between foreign
currencies and the dollar. Changes in foreign currency exchangerates 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 only engage in currency futures contracts for
hedging purposes, and not for speculation. The Fund may engage in currency
futures contracts for other purposes if authorized to do so by the Board. The
hedging strategies which will be used by the Fund in connection with foreign
currency futures contracts are similar to those described above for forward
foreign currency exchange contracts.

Currently, currency futures contracts for the British Pound Sterling,
Canadian Dollar, Dutch Guilder, Deutsche Mark, Japanese Yen, Mexican Peso, Swiss
Franc and French Franc can be purchased or sold for U.S. dollars through the
International Monetary Market. It is expected that futures contracts trading in
additional currencies will be authorized. The standard contract sizes are
L125,000 for the Pound, 125,000 for the Guilder, Mark, Swiss and French 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.

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 controls on foreign currency
transactions are extensive.

Another aspect of country risk has to do with the possibility that the
Fund may be dealing with a foreign trader whose home country is facing a
payments problem. Even though the foreign trader intends to perform on its
foreign exchange contracts, the contracts are tied to other external liabilities
the country has incurred. As a result performance may be delayed, and can result
in unanticipated cost to the Fund. This aspect of country risk is a major
element in the Fund's credit judgment as to with whom it will deal and in what
amounts.

<PAGE>

EXHIBIT A

GLOSSARY OF TERMS

CLASS OF OPTIONS. Options covering the same underlying security.

CLEARING CORPORATION. The Options Clearing Corporation, Trans Canada
Options, Inc., The European Options Clearing Corporation B.V., or the London
Options Clearing House.

CLOSING PURCHASE TRANSACTION. A transaction in which an investor who is
obligated as a writer of an option or seller of a futures contract terminates
his obligation by purchasing on an Exchange an option of the same series as the
option previously written or futures contract identical to the futures contract
previously sold, as the case may be. (Such a purchase does not result in the
ownership of an option or futures contract.)

CLOSING SALE TRANSACTION. A transaction in which an investor who is the
holder or buyer of an outstanding option or futures contract liquidates his
position as a holder or seller by selling an option of the same series as the
option previously purchased or futures contract identical to the futures
contract previously purchased. (Such sale does not result in the investor
assuming the obligations of a writer or seller).

COVERED CALL OPTION WRITER. A writer of a call option who, so long as
he remains obligated as a writer, owns the shares of the underlying security or
holds on a share for share basis a call on the same security where the exercise
price of the call held is equal to or less than the exercise price of the call
written, or, if greater than the exercise price of the call written, the
difference is maintained by the writer in cash, U.S. Treasury bills, or other
high grade, short term obligations in a segregated account with the writer's
broker or custodian.

COVERED PUT OPTION WRITER. A writer of a put option who, so long as he
remains obligated as a writer, has deposited Treasury bills with a value equal
to or greater than the exercise price with a securities depository and has
pledged them to the Options Clearing Corporation for the account of the
brokerdealer 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; Philadelphia Stock
Exchange; and Pacific Stock Exchange. The foreign securities exchanges in Canada
are the Toronto Stock Exchange and the Montreal Stock Exchange, in the
Netherlands, the European Options Exchange, and in the United Kingdom, the Stock
Exchange (London).

Those issuers whose common stocks have been approved by the Exchanges
as underlying securities for option 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 underlying security upon exercise or the holder of a put option
may sell the underlying security upon exercise.

EXPIRATION DATE. The latest date when an option may be 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 changes in the market
values of the common stocks so included.

UNDERLYING SECURITY. The security subject to being purchased upon the
exercise of a call option or subject to being sold upon the exercise of a put
option.

<PAGE>
PAGE 10
- ---------------------------------
Keystone Omega Fund

SCHEDULE OF INVESTMENTS--December 31, 1995

Number Market
of Shares Value
==============================================================================
COMMON STOCKS (97.1%)
ADVERTISING & PUBLISHING (1.6%)
Clear Channel Communications, Inc. (a) 80,000 $ 3,530,000
- ------------------------------------------------------------------------------
AEROSPACE (1.8%)
Boeing Co. 51,100 4,004,963
- ------------------------------------------------------------------------------
AMUSEMENTS (2.5%)
HFS Inc. (a) 35,000 2,861,250
La Quinta Inns, Inc. 100,000 2,737,500
- ------------------------------------------------------------------------------
5,598,750
- ------------------------------------------------------------------------------
BUILDING MATERIALS (2.9%)
Mohawk Industries, Inc. (a) 240,000 3,675,000
Sherwin-Williams Co. 65,000 2,648,750
- ------------------------------------------------------------------------------
6,323,750
- ------------------------------------------------------------------------------
BUSINESS SERVICES (5.8%)
Molten Metal Technology, Inc. (a) 76,500 2,495,813
Peak Technologies Group, Inc. (a) 89,500 2,774,500
Thermo Electron Corp. (a) 80,000 4,160,000
US Filter Corp. (a) 130,000 3,461,250
- ------------------------------------------------------------------------------
12,891,563
- ------------------------------------------------------------------------------
CAPITAL GOODS (4.3%)
AGCO Corp. 56,800 2,896,800
General Electric Co. 50,000 3,600,000
Idex Corp. 75,000 3,056,250
- ------------------------------------------------------------------------------
9,553,050
- ------------------------------------------------------------------------------
CHEMICALS (2.5%)
Potash Corp. of Saskatchewan, Inc. 60,000 4,252,500
Praxair, Inc. 41,600 1,398,800
- ------------------------------------------------------------------------------
5,651,300
- ------------------------------------------------------------------------------
CONSUMER GOODS (4.8%)
CUC International, Inc. (a) 100,000 3,412,500
Gillette Co. (The) 85,000 4,430,625
Estee Lauder Companies, Inc. (The) (a) 78,500 2,737,688
- ------------------------------------------------------------------------------
10,580,813
- ------------------------------------------------------------------------------
DRUGS (13.4%)
Agouron Pharmaceuticals, Inc. (a) 43,900 1,454,188
Amylin Pharmaceuticals, Inc. (a) 100,000 937,500
Centocor, Inc. (a) 9,300 $ 288,300
Genzyme Corp. (a) 40,000 2,490,000
Gilead Sciences, Inc. (a) 142,300 4,589,175
Human Genome Sciences, Inc. (a) 43,400 1,654,625
Merck & Co., Inc. 55,000 3,616,250
SmithKline Beecham PLC, ADR 120,000 6,660,000
Warner-Lambert Co. 80,000 7,770,000
- ------------------------------------------------------------------------------
29,460,038
- ------------------------------------------------------------------------------
ELECTRONICS PRODUCTS (5.7%)
Analog Devices, Inc. (a) 55,000 1,945,625
Maxim Integrated Products, Inc. (a) 86,600 3,334,100
Microchip Technology, Inc. (a) 63,000 2,307,375
Solectron Corp. (a) 50,000 2,206,250
Teradyne, Inc. (a) 115,000 2,875,000
- ------------------------------------------------------------------------------
12,668,350
- ------------------------------------------------------------------------------
FINANCE (9.1%)
BISYS Group, Inc. (The) (a) 80,000 2,440,000
Bank of Boston Corp. 32,000 1,480,000
BankAmerica Corp. 51,400 3,328,150
Fleet Financial Group, Inc. 75,000 3,056,250
Greenpoint Financial Corp. 110,700 2,947,388
Merrill Lynch & Co., Inc. 32,500 1,657,500
Standard Federal Bancorporation, Inc. 75,000 2,953,125
Washington Mutual, Inc. 80,600 2,317,250
- ------------------------------------------------------------------------------
20,179,663
- ------------------------------------------------------------------------------
FOODS (1.2%)
Sara Lee Corp. 80,000 2,550,000
- ------------------------------------------------------------------------------
HEALTH CARE (7.4%)
Boston Scientific Corp. (a) 60,000 2,940,000
Idexx Labs Inc. (a) 40,700 1,902,725
Medaphis Corp. (a) 135,000 5,011,875
St. Jude Medical, Inc. (a) 150,000 6,431,250
- ------------------------------------------------------------------------------
16,285,850
- ------------------------------------------------------------------------------
INSURANCE (3.1%)
MBIA, Inc. 46,000 3,450,000
Progressive Corp. 50,000 2,443,750
UnionAmerica Holdings PLC, ADR (a) 55,000 935,000
- ------------------------------------------------------------------------------
6,828,750
- ------------------------------------------------------------------------------

<PAGE>

PAGE 11
- ---------------------------------

SCHEDULE OF INVESTMENTS--December 31, 1995

Number Market
of Shares Value
==============================================================================
NATURAL GAS (4.7%)
Anadarko Petroleum Corp. 65,000 $ 3,518,125
Louisiana Land & Exploration Co. 80,000 3,430,000
Nuevo Energy Corp. (a) 150,000 3,356,250
- ------------------------------------------------------------------------------
10,304,375
- ------------------------------------------------------------------------------
OFFICE & BUSINESS EQUIPMENT (1.1%)
Compaq Computer Corp. (a) 50,300 2,414,400
- ------------------------------------------------------------------------------
OIL (0.9%)
Mobil Corp. 17,300 1,937,600
- ------------------------------------------------------------------------------
OIL SERVICES (3.0%)
ENSCO International, Inc. (a) 150,000 3,450,000
100,000 3,150,000
6,600,000
- ------------------------------------------------------------------------------
RESTAURANTS (1.9%)
Apple South, Inc. 200,000 4,275,000
- ------------------------------------------------------------------------------
RETAIL (3.4%)
Barnes & Noble, Inc. (a) 105,000 3,045,000
Staples, Inc. (a) 108,000 2,646,000
Sunglass Hut International, Inc. (a) 74,000 1,748,250
- ------------------------------------------------------------------------------
7,439,250
- ------------------------------------------------------------------------------
SOFTWARE SERVICES (9.8%)
Adobe Systems, Inc. 25,000 1,553,125
America On-Line, Inc. (a) 100,000 3,731,250
BMC Software, Inc. (a) 75,000 3,196,875
Davidson & Association, Inc. (a) 45,500 989,625
Epic Design Technology, Inc. (a) 105,200 2,209,200
Parametric Technology Corp. (a) 85,600 5,681,700
Project Software & Development, Inc. (a) 44,800 1,570,800
System Software Associates, Inc. 127,500 2,757,188
- ------------------------------------------------------------------------------
21,689,763
- ------------------------------------------------------------------------------
TELECOMMUNICATIONS (6.2%)
Cisco Systems, Inc. (a) 50,000 3,734,375
DSC Communications Corp. (a) 42,400 1,568,800
Netmanage, Inc. (a) 170,000 3,931,250
Winstar Communications, Inc. (a) 250,000 4,328,122
- ------------------------------------------------------------------------------
13,562,547
- ------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost--$175,947,514) 214,329,775
- ------------------------------------------------------------------------------

Maturity
Value
==============================================================================
SHORT-TERM INVESTMENTS (2.4%)
REPURCHASE AGREEMENTS (2.4%)
Investments in repurchase agreements in a
joint trading account, purchased 12/29/95,
5.909%, maturing 01/02/96 (Cost
$5,367,000)(b) $5,370,476 5,367,000
==============================================================================
TOTAL INVESTMENTS
(Cost--$181,314,514) (c) 219,696,775
OTHER ASSETS AND LIABILITIES (0.5%) 981,615
==============================================================================
NET ASSETS (100.0%) $220,678,390
==============================================================================

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 December 31, 1995.

(c) The cost of investments for federal income tax purposes is $181,501,023.
Gross unrealized appreciation and depreciation of investments, based on
identified tax cost, at December 31, 1995 are as follows:
Gross unrealized appreciation $40,815,344
Gross unrealized depreciation (2,619,592)
------------
Net unrealized appreciation $38,195,752
============

See Notes to Financial Statements.

<PAGE>

PAGE 12
- ---------------------------------
Keystone Omega Fund

FINANCIAL HIGHLIGHTS--CLASS A SHARES
(For a share outstanding throughout each year)

<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994 1993 1992(b) 1991
===========================================================================================================
<S> <C> <C> <C> <C> <C>
Net asset value beginning of year $ 15.54 $ 17.11 $ 15.84 $ 17.68 $ 13.37
- -----------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss) 0.00 0.04 (0.07) 0.00 (0.04)
Net realized and unrealized gains
(losses) on investments 5.58 (1.00) 3.07 0.39 6.92
- -----------------------------------------------------------------------------------------------------------
Total from investment operations 5.58 (0.96) 3.00 0.39 6.88
- -----------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income 0.00 0.00 0.00 0.00 (0.02)
In excess of net investment income 0.00 0.00 0.00 0.00 (0.05)
Capital gains (1.56) (0.61) (1.73) (2.23) (2.50)
- -----------------------------------------------------------------------------------------------------------
Total distributions (1.56) (0.61) (1.73) (2.23) (2.57)
- -----------------------------------------------------------------------------------------------------------
Net asset value end of year $ 19.56 $ 15.54 $ 17.11 $ 15.84 $ 17.68
===========================================================================================================
Total return (a) 36.94% (5.66%) 19.33% 4.00% 54.49%
Ratios/supplemental data
Ratios to average net assets:
Total expenses 1.38%(c) 1.41% 1.51% 1.52% 1.57%
Net investment income (loss) 0.00% 0.27% (0.48%) (0.01%) (0.31%)
Portfolio turnover rate 159% 137% 162% 176% 115%
- -----------------------------------------------------------------------------------------------------------
Net assets end of year (thousands) $135,079 $99,569 $90,404 $73,144 $58,671
===========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
Year Ended December 31,
1990 1989 1988 1987 1986
===========================================================================================================
<S> <C> <C> <C> <C> <C>
Net asset value beginning of year $ 16.03 $ 13.66 $ 12.08 $ 13.44 $ 14.12
- -----------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss) 0.11 0.17 0.30(d) 0.02 0.23
Net realized and unrealized gains
(losses) on investments (0.39) 4.30 1.40 1.11 1.49
- -----------------------------------------------------------------------------------------------------------
Total from investment operations (0.28) 4.47 1.70 1.13 1.72
- -----------------------------------------------------------------------------------------------------------
Less distributions from:
Net investment income (0.25) (0.20) (0.12) (0.24) (0.28)
In excess of net investment income (0.04) 0.00 0.00 0.00 0.00
Capital gains (2.09) (1.90) 0.00 (2.25) (2.12)
- -----------------------------------------------------------------------------------------------------------
Total distributions (2.38) (2.10) (0.12) (2.49) (2.40)
- -----------------------------------------------------------------------------------------------------------
Net asset value end of year $ 13.37 $ 16.03 $ 13.66 $ 12.08 $ 13.44
===========================================================================================================
Total return (a) (2.38%) 33.05% 14.05% 8.27% 12.07%
Ratios/supplemental data
Ratios to average net assets:
Total expenses 1.73% 1.84% 1.78% 1.99% 1.47%
Net investment income (loss) 0.70% 1.03% 2.22% 0.13% 1.60%
Portfolio turnover rate 108% 77% 84% 106% 178%
- -----------------------------------------------------------------------------------------------------------
Net assets end of year (thousands) $38,531 $39,682 $33,951 $30,246 $31,812
===========================================================================================================
</TABLE>

(a) Excluding applicable sales charges.

(b) Calculated on average shares outstanding.

(c) The annualized expense ratio includes indirectly paid expenses for the
year ended December 31, 1995. Excluding indirectly paid expenses, the
expense ratio would have been 1.37%.

(d) Includes $0.17 per share relating to a special non-recurring distribution
from Inco Limited.

See Notes to Financial Statements.

<PAGE>

PAGE 13
- ---------------------------------

FINANCIAL HIGHLIGHTS--CLASS B SHARES
(For a share outstanding throughout each year)See Notes to Financial Statements.

<TABLE>
<CAPTION>
August 2, 1993
(Date of Initial
Year Ended December 31, Public Offering) to
1995 1994 December 31, 1993
=====================================================================================================
<S> <C> <C> <C>
Net asset value beginning of year $ 15.34 $ 17.06 $17.29
- -----------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.09) (0.06) (0.05)
Net realized and unrealized gains (losses) on
investments 5.41 (1.05) 1.55
- -----------------------------------------------------------------------------------------------------
Total from investment operations 5.32 (1.11) 1.50
- -----------------------------------------------------------------------------------------------------
Less distributions from:
Capital gains (1.56) (0.61) (1.73)
- -----------------------------------------------------------------------------------------------------
Total distributions (1.56) (0.61) (1.73)
- -----------------------------------------------------------------------------------------------------
Net asset value end of year $ 19.10 $ 15.34 $17.06
=====================================================================================================
Total return (b) 35.70% (6.57%) 9.02%
Ratios/supplemental data
Ratios to average net assets:
Total expenses 2.29%(c) 2.30% 2.57%(a)
Net investment loss (0.94%) (0.58%) (1.73%)(a)
Portfolio turnover rate 159% 137% 162%
- -----------------------------------------------------------------------------------------------------
Net assets end of year (thousands) $71,636 $32,266 $7,423
=====================================================================================================
</TABLE>

(a) Annualized.

(b) Excluding applicable sales charge.

(c) The annualized expense ratio includes indirectly paid expenses for the
year ended December 31, 1995. Excluding indirectly paid expenses, the
expense ratio would have been 2.27%.

<PAGE>

PAGE 14
- ---------------------------------
Keystone Omega Fund

FINANCIAL HIGHLIGHTS--CLASS C SHARES
(For a share outstanding throughout each year)See Notes to Financial Statements.

<TABLE>
<CAPTION>
August 2, 1993
(Date of Initial
Year Ended December 31, Public Offering) to
1995 1994 December 31, 1993
=====================================================================================================
<S> <C> <C> <C>
Net asset value beginning of year $ 15.37 $17.09 $17.29
- -----------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss (0.13) (0.07) (0.06)
Net realized and unrealized gains (losses) on
investments 5.45 (1.04) 1.59
- -----------------------------------------------------------------------------------------------------
Total from investment operations 5.32 (1.11) 1.53
- -----------------------------------------------------------------------------------------------------
Less distributions from:
Capital gains (1.56) (0.61) (1.73)
- -----------------------------------------------------------------------------------------------------
Total distributions (1.56) (0.61) (1.73)
- -----------------------------------------------------------------------------------------------------
Net asset value end of year $ 19.13 $15.37 $17.09
=====================================================================================================
Total return (b) 35.62% (6.56%) 9.20%
Ratios/supplemental data
Ratios to average net assets:
Total expenses 2.30%(c) 2.30% 2.48%(a)
Net investment loss (0.91%) (0.63%) (1.64%)(a)
Portfolio turnover rate 159% 137% 162%
- -----------------------------------------------------------------------------------------------------
Net assets end of year (thousands) $13,963 $9,900 $3,620
=====================================================================================================
</TABLE>

(a) Annualized.

(b) Excluding applicable sales charges.

(c) The annualized expense ratio includes indirectly paid expenses for the
year ended December 31, 1995. Excluding indirectly paid expenses, the
expense ratio would have been 2.29%.

See Notes to Financial Statements.

<PAGE>

PAGE 15
- ---------------------------------

STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995

==================================================================
Assets:
Investments at market value (identified
$181,314,514) (Note 1) $219,696,775
Cash 134
Receivable for:
Fund shares sold 880,289
Investments sold 1,145,278
Dividends and interest 165,605
Prepaid expenses and other assets 61,235
- ------------------------------------------------------------------
Total assets 221,949,316
- ------------------------------------------------------------------
Liabilities:
Payable for:
Investments purchased 1,215,722
Fund shares redeemed 52,687
Other liabilities 2,517
- ------------------------------------------------------------------
Total liabilities 1,270,926
- ------------------------------------------------------------------
Net assets $220,678,390
==================================================================
Net assets represented by (Notes 1 and 3):
Paid-in-capital $177,670,527
Accumulated net realized gain (loss) on
investment transactions 4,625,602
Net unrealized appreciation (depreciation) on
investments and other assets and liabilities 38,382,261
- ------------------------------------------------------------------
Total net assets $220,678,390
==================================================================
Net asset value per share (Notes 1 and 2):
Class A Shares
Net assets $135,078,994/6,907,644 shares
outstanding $ 19.56
Offering price per share ($19.56/0.9425) (based
on sales charge of 5.75% of the offering
price at December 31, 1995) $ 20.75
Class B Shares
Net assets $71,635,998/3,751,051 shares
outstanding $ 19.10
Class C Shares
Net assets $13,963,398/730,073 shares
outstanding $ 19.13
==================================================================

STATEMENT OF OPERATIONS
Year Ended December 31, 1995

====================================================================
Investment income (Note 1):
Dividends (net of foreign withholding
tax of $2,930) $ 1,626,337
Interest 695,345
- --------------------------------------------------------------------
Total income 2,321,682
- --------------------------------------------------------------------
Expenses (Notes 2, 4, and 5):
Management fee $1,280,436
Shareholder services 565,768
Accounting 15,027
Auditing and legal 36,881
Custodian fees 103,716
Printing 24,434
Trustees' fees and expenses 7,179
Distribution Plan expenses 745,640
Registration fees 82,006
Miscellaneous expenses 32,192
- --------------------------------------------------------------------
Total expenses 2,893,279
Less: Expenses paid indirectly (Note 4) (22,735)
- --------------------------------------------------------------------
Net expenses 2,870,544
- --------------------------------------------------------------------
Net investment income (548,862)
- --------------------------------------------------------------------
Net Realized and unrealized gain (loss)
on investments (Notes 1 and 3):
Net realized gain on investments 24,020,841
Net change in unrealized appreciation
or depreciation on investments 30,134,778
- --------------------------------------------------------------------
Net gain on investments 54,155,619
- --------------------------------------------------------------------
Net increase in net assets resulting
from operations $53,606,757
====================================================================

See Notes to Financial Statements.

<PAGE>

PAGE 16
- ---------------------------------
Keystone Omega Fund

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year Ended December 31,
1995 1994
===================================================================================================
<S> <C> <C>
Operations:
Net investment income (loss) ($ 548,862) $ 79,708
Net realized gain (loss) on investments 24,020,841 (2,218,472)
Net change in unrealized appreciation or depreciation on
investments 30,134,778 (4,649,148)
- ---------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from operations 53,606,757 (6,787,912)
- ---------------------------------------------------------------------------------------------------
Distributions to shareholders from (Notes 1 and 5):
Net realized gain on investment transactions:
Class A Shares (9,531,332) (3,782,055)
Class B Shares (4,676,811) (984,992)
Class C Shares (973,850) (322,709)
- ---------------------------------------------------------------------------------------------------
Total distributions to shareholders (15,181,993) (5,089,756)
- ---------------------------------------------------------------------------------------------------
Capital share transactions (Note 2):
Proceeds from shares sold:
Class A Shares 21,425,010 25,532,191
Class B Shares 33,563,718 30,415,780
Class C Shares 4,723,834 8,044,614
Payments for shares redeemed:
Class A Shares (20,370,219) (10,802,653)
Class B Shares (8,682,058) (4,383,078)
Class C Shares (4,086,346) (1,273,016)
Net asset value of shares issued in reinvestment of dividends and
distributions:
Class A Shares 8,685,153 3,419,022
Class B Shares 4,332,038 909,009
Class C Shares 927,300 303,801
- ---------------------------------------------------------------------------------------------------
Net increase in net assets resulting from capital share
transactions 40,518,430 52,165,670
- ---------------------------------------------------------------------------------------------------
Total increase in net assets 78,943,194 40,288,002
- ---------------------------------------------------------------------------------------------------
Net assets:
Beginning of year 141,735,196 101,447,194
- ---------------------------------------------------------------------------------------------------
End of year $220,678,390 $141,735,196
===================================================================================================
</TABLE>

See Notes to Financial Statements.

<PAGE>

PAGE 17
- ---------------------------------

NOTES TO FINANCIAL STATEMENTS

(1.) Significant Accounting Principles

Keystone Omega Fund (formerly Keystone America Omega Fund, Inc.) (the "Fund")
is an open-end diversified management investment company incorporated in
Massachusetts on February 8, 1968. Keystone Management, Inc. ("KMI") is the
Investment Manager and Keystone Investment Management Company (formerly
Keystone Custodian Funds, Inc.) ("Keystone") is the Investment Adviser. It is
registered under the Investment Company Act of 1940 as a diversified open-end
management investment company. The Fund seeks maximum capital growth by
investing in a varied portfolio consisting primarily of common stocks and
securities convertible into common stocks.

The Fund currently issues three classes of shares. Class A shares are sold
subject to a maximum sales charge of 5.75% payable at the time of purchase.
Class B shares are sold subject to a contingent deferred sales charge which
varies depending on when the shares were purchased and how long the shares
have been held. Class C shares are sold subject to a contingent deferred
sales charge payable upon redemption within one year after purchase. Class C
shares are available only through dealers who have entered into special
distribution agreements with Keystone Investment Distributors Company
(formerly Keystone Distributors, Inc.) ("KIDC"), the Fund's principal
underwriter.

Keystone is a wholly-owned subsidiary of Keystone Investments, Inc.
(formerly Keystone Group, Inc.) ("KII"), a Delaware corporation. KII is
privately owned by an investor group consisting of current and former members
of management of Keystone. Keystone Management, Inc. ("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, including American Depository Receipts ("ADRs"), are usually
valued at the closing sales price, or in the absence of sales and for
over-the-counter securities, the mean of bid and asked quotations. Management
values the following securities at prices it deems in good faith to be fair:
(a) securities (including restricted securities) for which complete
quotations are not readily available and (b) listed securities if, in the
opinion of management, the last sales price does not reflect a current value,
or if no sale occurred. ADRs, which are certificates representing shares of
foreign securities deposited in domestic and foreign banks, are traded and
valued in United States dollars.

Short-term investments which are purchased with maturities of sixty days or
less are valued at amortized cost (original purchase cost as adjusted for
amortization of premium or accretion of discount) which when combined with
accrued interest approximates market. Short-term investments maturing in more
than sixty days for which market quotations are readily available are valued
at 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.

B. Securities transactions are accounted for on the day after the trade date.
Realized gains and losses are computed on the identified cost basis. Interest
income

<PAGE>

PAGE 18
- ---------------------------------
Keystone Omega Fund

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
tax liability by distributing all of its net taxable investment income and
net taxable capital gains, if any, to its shareholders. The Fund intends to
avoid excise tax liability by making the required distributions under the
Internal Revenue Code.

D. When the Fund enters into a repurchase agreement (a purchase of securities
whereby the seller agrees to repurchase the securities at a mutually agreed
upon date and price) the repurchase price of the securities will generally
equal the amount paid by the Fund plus a negotiated interest amount. The
seller under the repurchase agreement will be required to provide securities
("collateral") to the Fund whose value will be maintained at an amount not
less than the repurchase price, and which generally will be maintained at
101% of the repurchase price. The Fund monitors the value of collateral on a
daily basis, and if the value of 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 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. In connection with portfolio purchases and sales of securities denominated
in a foreign currency, the Fund may enter into forward foreign currency
exchange contracts ("contracts") to hedge certain foreign currency assets.
Contracts are recorded at market value and marked-to-market daily. Realized
gains and losses arising from such transactions are included in net realized
gain (loss) on foreign currency related transactions. The Fund is subject to
the credit risk that the other party will not complete the obligations of the
contract.

F. The Fund distributes net income to shareholders quarterly and net capital
gains, if any, annually. Distributions are determined from taxable net
investment income and net capital gains and can differ from book basis net
investment income and net capital gains.

The significant differences between financial statement amounts available
for distribution and distributions made in accordance with income tax
regulations are due to the differing treatment of net operating losses and
short-term capital gains for financial statement and federal income tax
purposes.

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PAGE 19
- ---------------------------------

(2.) Capital Share Transactions

Two hundred million shares of the Fund with a par value of $1.00 are
authorized for issuance. Transactions in shares of the Fund were as follows:

Class A Shares
- ----------------------------------------------
Year Ended December 31,
1995 1994
- ----------------------------------------------

Shares sold 1,178,460 1,577,169
Shares redeemed (1,161,391) (668,733)
Shares issued in
reinvestment of
dividends and
distributions 482,356 216,943
- ----------------------------------------------
Net increase 499,425 1,125,379
==============================================

Class B Shares
- ----------------------------------------------
Year Ended December 31,
1995 1994
- ----------------------------------------------
Shares sold 1,902,255 1,881,751
Shares redeemed (499,966) (271,676)
Shares issued in
reinvestment of
dividends and
distributions 245,291 58,195
- ----------------------------------------------
Net increase 1,647,580 1,668,270
==============================================

Class C Shares
- ----------------------------------------------
Year Ended December 31,
1995 1994
- ----------------------------------------------
Shares sold 273,387 493,899
Shares redeemed (240,110) (80,825)
Shares issued in
reinvestment of
dividends and
distributions 52,465 19,425
- ----------------------------------------------
Net increase 85,742 432,499
==============================================

The Fund bears some of the costs of selling its shares under Distribution
Plans adopted with respect to its Class A, Class B and Class C shares
pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act").

The Class A Distribution Plan provides for payments which are currently
limited to 0.25% annually of the average daily net asset value of Class A
shares to pay expenses of the distribution of Class A shares. Amounts paid by
the Fund to KIDC under the Class A Distribution Plan are currently used to
pay others such as dealers, service fees at an annual rate of up to 0.25% of
the average net asset value of the shares sold by such others and remaining
outstanding on the books of the Fund for specified periods.

The Class B Distribution Plan provides payment at an annual rate of 1.00% of
the average daily net asset value of Class B shares to pay expenses of the
distribution of Class B shares. Amounts paid by the Fund under the Class B
Distribution Plan are currently used to pay others (dealers) a commission at
the time of purchase normally equal to 4.00% of the price paid for each Class
B share sold plus the first year's service fee in advance in the amount of
0.25% of the price paid for each Class B share sold. Beginning approximately
12 months after the purchase of a Class B share, the dealer or other party
will receive service fees at an annual rate of 0.25% of the average daily net
asset value of such Class B shares maintained by such others and remaining
outstanding on the Fund's books for specified periods. A contingent deferred
sales charge will be imposed, if applicable, on Class B shares purchased on
or after June 1, 1995 at rates ranging from a maximum of 5.00% of amounts
redeemed during the first 12 months following the date of purchase to 1.00%
of amounts redeemed during the sixth twelve month period following the date

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PAGE 20
- ---------------------------------
Keystone Omega Fund

of purchase. Class B shares purchased on or after June 1, 1995 that have been
outstanding for eight years following the month of purchase will
automatically convert to Class A shares without a front end sales charge or
exchange fee. Class B shares purchased prior to June 1, 1995 will retain
their existing conversion rights.

The Class C Distribution Plan provides for payments at an annual rate of up
to 1.00% of the average daily net asset value of Class C shares to pay
expenses for the distribution of Class C shares. Amounts paid by the Fund
under the Class C Distribution Plan are currently used to pay others
(dealers) a commission at the time of purchase in the amount of 0.75% of the
price paid for each Class C share sold, plus the first year's service fee in
advance in the amount of 0.25% of the price paid for each Class C share.
Beginning approximately 15 months after purchase, the dealer or other party
will receive a commission at an annual rate of 0.75% (subject to applicable
limitations imposed by a rule of the National Association of Securities
Dealers, Inc.) ("NASD Rule") plus service fees at the annual rate of 0.25%,
of the average net asset value of each Class C share maintained by such
others and remaining outstanding on the Fund's books for specified periods.

Each of the Distribution Plans 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 respective class. However, after the termination of any
Distribution Plan, at the discretion of the Board of Trustees, payments to
KIDC may continue as compensation for its services which had been earned
while the Distribution Plan was in effect.

For the year ended December 31, 1995, the Fund paid KIDC $152,234 under its
Class A Distribution Plan. The Fund paid KIDC $422,149 for Class B shares
sold prior to June 1, 1995, and $57,588 for Class B shares sold on or after
June 1, 1995. The Fund paid KIDC $113,669 under its Class C Distribution
Plan.

Under the NASD Rule, the maximum uncollected amounts for which KIDC may seek
payment from the Fund under its Class B Distribution Plans $2,337,905 for
Class B shares purchased prior to June 1, 1995, and $1,219,354 for Class B
shares purchased on or after June 1, 1995. The maximum uncollected amounts
for which KIDC may seek payment from the Fund under its Class C Distribution
Plan $829,901 as of December 31, 1995.

(3.) Securities Transactions

Cost of purchases and proceeds from sales of investment securities excluding
short-term securities, during the year ended December 31, 1995, were
$297,238,175 and $253,812,150, respectively.

(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 determined by applying percentage rates, starting at 0.75%
and declining as net assets increase, to 0.50% 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 December 31,
1995, the Fund paid or accrued to KMI investment management and adminis-

<PAGE>

PAGE 21
- ---------------------------------

trative services fees of $1,280,436, which represented 0.75% of the Fund's
average net assets on an annualized basis. Of such amounts paid to KMI,
$1,088,371 was paid to Keystone for its services to the Fund.

During the year ended December 31, 1995, the Fund paid or accrued to KII
$39,461 as reimbursement for the cost of accounting and printing services
provided to the Fund and $565,768 was paid or accrued to KIRC for transfer
agent fees.

The Fund is subject to certain state annual expense limits, the most
restrictive of which is as follows: 2.5% of the first $30 million of the Fund
average net assets and 2.0% the next $70 million of the Fund average net
assets; and 1.5% of the Fund average net assets over $100 million.

Keystone has agreed to reimburse the Fund annually for certain operating
expenses incurred by the Fund in excess of the applicable state expense
limit. However, Keystone is not required to make such reimbursement to an
extent which would result in the Fund's inability to qualify as a Regulated
Investment Company and provisions of the Internal Revenue Code.

The Fund has entered into an expense offset arrangement with its custodian.
For the year ended December 31, 1995, the Fund paid custody fees in the
amount of $80,981 and received a credit of $22,735 pursuant to the expense
offset arrangement, resulting in a total expense of $103,716. The assets
deposited with the custodian under the expense offset arrangement could have
been invested in income-producing assets.

Certain officers and/or Directors of Keystone are also officers and/or
Trustees of the Fund. Officers of Keystone and affiliated Trustees receive no
compensation directly from the Fund. Currently, the Independent Trustees
receive no compensation for their service.

(5.) Distributions to Shareholders

The Fund intends to distribute to its shareholders dividends from net
investment income, and all net taxable realized long-term capital gains, if
any, annually. Any distribution which is declared in December and paid before
the next February 1 will be taxable to shareholders in the year declared.

(6.) Class Level Expenses

Presently, the Fund's class-specific expenses are limited to expenses
incurred by a class of shares pursuant to its respective Distribution Plan.
For the year ended December 31, 1995, the total amount of expenses incurred
by each class' Distribution Plan is set forth in Note (2.) "Capital Share
Transactions."

<PAGE>

PAGE 22
- ---------------------------------
Keystone Omega Fund

================================================================================

Shareholder Meeting (Unaudited)

A special Meeting of Shareholders was held on April 21, 1995. The following
is a brief description of the matters which were submitted to shareholders,
and certain information about how shareholders voted:

1. Proposal 1 was to approve the reorganization of the Fund as a
Massachusetts business trust, pursuant to which the existing Board of
Directors would become the Board of Trustees of the new entity, and the
present investment manager and investment adviser to the Fund would remain
the same. Action on this Proposal was postponed and the meeting adjourned
until May 30, 1995. The May 30, 1995 meeting was postponed and adjourned
until June 30, 1995, at which time the following vote was received and the
proposal was approved.

FOR AGAINST ABSTAIN
6,155,612.347 300,564.114 519,525.686

2. Proposal 2 was to select KPMG Peat Marwick LLP as the independent public
accountant of the Fund for the 1995 fiscal year.

FOR AGAINST ABSTAIN
6,159,296.725 95,860.769 334,863.015

Federal Tax Status--Fiscal 1995 Distributions (Unaudited)

The per-share distributions paid to you for fiscal 1995, whether taken in
shares or cash, are as follows:

Short-term Long-term
Gains Gains Totals
- ----------------- ---------- --------- ------
Class A shares $0.86 $0.70 $1.56
- ----------------- ----- ----- -----
Class B shares $0.86 $0.70 $1.56
- ----------------- ----- ----- -----
Class C shares $0.86 $0.70 $1.56
- ----------------- ----- ----- -----

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PAGE 23
- ---------------------------------

INDEPENDENT AUDITORS' REPORT

The Trustees and Shareholders
Keystone Omega Fund

We have audited the accompanying statement of assets and liabilities of
Keystone Omega Fund (formerly Keystone America Omega Fund, Inc.), including
the schedule of investments, as of December 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 seven-year period ended
December 31, 1995 for Class A shares and for each of the years in the
two-year period ended December 31, 1995 and the period from August 2, 1993
(Date of Initial Public Offering) to December 31, 1993 for Class B and Class
C shares. 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. The financial highlights for Class A Shares for each of the years in
the three-year period ended December 31, 1988 were audited by other auditors
whose report, dated February 3, 1989, expressed an unqualified opinion
thereon.

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 December 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 Omega Fund as of December 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 or periods subsequent to 1988 specified in the first paragraph
above in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Boston, Massachusetts
January 23, 1996