KEYSTONE AMERICA HARTWELL
EMERGING GROWTH FUND, INC.
KEYSTONE INTERNATIONAL FUND INC.
KEYSTONE PRECIOUS METALS HOLDINGS, INC.
200 Berkeley Street
Boston, Massachusetts 02116-5034
Telephone Number (617) 338-3200
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
To be held on April 25, 1996
To the Stockholders:
An annual meeting of the stockholders of each of Keystone America Hartwell
Emerging Growth Fund, Inc., Keystone International Fund Inc. and Keystone
Precious Metals Holdings, Inc. (each a "Fund") will be held at the offices of
the Funds, 26th Floor, 200 Berkeley Street, Boston, Massachusetts, on
Thursday, April 25, 1996, at 2:30 p.m., Eastern time, for the following
purposes:
1. To elect or fail to elect twelve Directors of each Fund.
2. To ratify or reject the selection of KPMG Peat Marwick as the independent
public accountants of each Fund for the current fiscal year.
3. To transact such other business as may properly come before the meeting
and all adjournments thereof.
Stockholders of record at the close of business on February 26, 1996 are
entitled to notice of and to vote at this meeting and any adjournments
thereof.
BY ORDER OF THE BOARD OF DIRECTORS
OF EACH OF
KEYSTONE AMERICA HARTWELL
EMERGING GROWTH FUND, INC.
KEYSTONE INTERNATIONAL FUND INC.
KEYSTONE PRECIOUS METALS
HOLDINGS, INC.
Rosemary D. Van Antwerp
Secretary
March 4, 1996
Please fill in, date and sign your proxy-NOW-and mail it-TODAY-in the stamped
envelope enclosed for your convenience. In order to avoid unnecessary expense
or delay, your prompt response is requested, no matter what size your
holdings may be. Thank you.
<PAGE>
KEYSTONE AMERICA HARTWELL
EMERGING GROWTH FUND, INC.
KEYSTONE INTERNATIONAL FUND INC.
KEYSTONE PRECIOUS METALS HOLDINGS, INC.
200 Berkeley Street
Boston, Massachusetts 02116-5034
Telephone Number (617) 338-3200
PROXY STATEMENT
FOR THE ANNUAL MEETINGS OF STOCKHOLDERS
To be held on April 25, 1996
The accompanying Proxy is solicited by the Board of Directors of Keystone
America Hartwell Emerging Growth Fund, Inc. ("KAHEGF"), a New York
corporation, Keystone International Fund Inc. ("KIF"), a Massachusetts
corporation, and Keystone Precious Metals Holdings, Inc. ("KPMH"), a Delaware
corporation, (each a "Fund" and collectively the "Funds") for use at an
annual meeting of stockholders of each Fund ("Meeting"). If the Proxy is
signed and returned, the shares of common stock of the appropriate Fund
("Shares") represented thereby will be voted in accordance with the
specifications thereon. In the absence of such specification with respect to
any proposal(s) ("Proposal(s)"), the Proxy will authorize the persons named
therein to vote in favor of such Proposal(s). Any stockholder may revoke his
or her Proxy any time before it is voted by (i) giving written notice of
revocation to the Secretary of the appropriate Fund, (ii) proper execution of
a later-dated Proxy, or (iii) appearing in person at the Meeting to vote his
or her Shares. This proxy material is expected to be mailed to stockholders
on or about March 4, 1996.
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than that mentioned in Items 1 and 2 of
the Notice of Meeting. If any other matters are properly presented, it is the
intention of the persons designated (Mr. Elfner, Ms. Van Antwerp and Ms.
Murphy) to vote such Proxies in accordance with their judgment on such
matters.
Each of KIF and KPMH currently issues one class of Shares, $1.00 par value,
representing the common stock of each such Fund. KAHEGF currently issues
three classes of Shares, Class A, Class B and Class C, $1.00 par value,
representing the common stock of that Fund. Each outstanding Share of a class
of a Fund ranks equally with every other outstanding Share of that class of
that Fund. Each such Share is entitled to one vote on matters relating to
that Fund, except that, in the case of KAHEGF, each class has exclusive
voting rights with respect to its Distribution Plan adopted by the class
pursuant to Rule 12b-1 issued under the Investment Company Act of 1940, as
amended ("1940"). Holders of Shares of record at the close of business on
February 26, 1996 are entitled to notice of and to vote at each Fund's
Meeting. On that date, there were 3,820,923 Shares of KAHEGF
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outstanding and entitled to vote at the Meeting,19,433,369 Shares of KIF out-
standing and entitled to vote at the Meeting and 8,484,908 Shares of KPMH
outstanding and entitled to vote at the Meeting.
Approval of Proposals 1 and 2 in respect of each Fund requires the
affirmative vote of the holders of a majority of the Shares of the relevant
Fund present in person or by Proxy at the Meeting and entitled to vote, if,
in the case of KAHEGF, more than one-third of the outstanding Shares of that
Fund are represented at the Meeting, and in the case of KIF, more than 25% of
the outstanding Shares of that Fund are represented at the Meeting, and in
the case of KPMH, more than 50% of the outstanding Shares of that Fund are
represented at the Meeting.
INTRODUCTION
Keystone America Hartwell Emerging Growth Fund, Inc., Keystone International
Fund Inc., and Keystone Precious Metals Holdings, Inc., each an open-end
investment company registered with the Securities and Exchange Commission
(the "Commission" or "SEC") under the 1940 Act, were formed as a New York
Corporation, a Massachusetts corporation and a Delaware corporation,
respectively, and offer their respective Shares to the public. KIF is one of
twenty funds managed by Keystone Management, Inc. ("Keystone Management"),
located at 200 Berkeley Street, Boston, Massachusetts, and each of the Funds
is one of more than 30 funds managed or advised by Keystone Investment
Management Company ("Keystone"), located at the same address. In addition,
J.M. Hartwell Limited Partnership ("Hartwell"), located at 515 Madison
Avenue, New York, New York 10022, serves as subadviser to KAHEGF, and Harbor
Capital Management Company, Inc. ("Harbor Capital"), located at 125 High
Street, Boston, Massachusetts 02110, provides consulting services for KPMH.
Keystone Investment Distributors Company ("KIDCO"), located at 200 Berkeley
Street, Boston, Massachusetts 02116, serves as the principal underwriter for
each of the Funds.
The Proposals
The purpose of each Meeting is to submit to the stockholders of each of the
Funds for their consideration a Proposal for the election of Directors and a
Proposal for the appointment of auditors for each of the Funds.
The first Proposal, if approved by stockholders at the Meeting, would elect
a Board of twelve Directors for each of the Funds.
The second Proposal, if approved by stockholders at the Meeting, would
ratify the selection of KPMG Peat Marwick as the independent public
accountants for each of the Funds for its current fiscal year.
1. TO ELECT A BOARD OF DIRECTORS
The first Proposal is to elect each of the twelve individuals nominated as a
Director to hold office until his successor is elected and qualifies or until
his death, retirement, resignation or removal from office. The Board of
Directors of each of
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the Funds, including a majority of its Independent Directors (i.e., those
Directors of the Funds who are not "interested persons" of the Funds as
defined in the 1940 Act), has nominated for election as Directors the twelve
individuals described below. These persons are the current Directors of each
of the Funds.
It is not expected that any of the nominees will decline or become
unavailable for election. In case this should happen, the discretionary power
given in the Proxy may be used to vote for a substitute nominee or nominees
or to fix the number of Directors at less than twelve. Proxies cannot be
voted for a greater number of persons than the nominees named. Each nominee
has consented to being named in this Proxy Statement and to serve as a
Director if elected. The Independent Directors selected and nominated the
nominees for Independent Directors. The nominees for election as Directors of
the Fund and certain information about them is set forth below:
NOMINEES FOR DIRECTORS
Name (Age) Principal Occupation During Last Five Years and
(Director Since) Directorships in Other Publicly Held Companies
- ------------------------- ------------------------------------------------
Frederick Amling (69) Director; he is also Director or Trustee of
(1977) 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
Emiliano (banking); and former Economics and
Financial Consultant, Riggs National Bank.
Charles A. Austin, III (61) Director; he is also Director or Trustee of
(1993) 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).
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George S. Bissell (66)* Chairman of the Board and Director of the
(1977) Funds; Director of Keystone Investments, Inc.
("Keystone Investments"); Chairman of the
Board and Director or Trustee 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 Advisers, Inc.
("Hartwell Keystone"); former Chairman of the
Board and Chief Executive Officer of Keystone
Investments; and former Chief Executive
Officer of the Funds.
Edwin D. Campbell (68) Director; he is also Director or Trustee of
(1977) all other funds in the Keystone Investments
Family of Funds; Executive Director, Coalition
of Essential Schools, Brown University;
Director and former Executive Vice President,
National Alliance of Business; former Vice
President, Educational Testing Services; and
former Dean, School of Business, Adelphi
University.
Charles F. Chapin (66) Director; he is also Director or Trustee of
(1989) all other funds in the Keystone Investments
Family of Funds; former Group Vice President,
Textron Corp.; and former Director, Peoples
Bank.
4
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Albert H. Elfner, III (51)* President, Chief Executive Officer and
(1993) Director of the Funds; 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 Director or Trustee 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 KIDCO, Keystone Investor Resource
Center, Inc. ("KIRC") and Fiduciary Investment
Company, Inc. ("FICO"); Director of Boston
Children's Services Association; Trustee of
Anatolia College, Middlesex School, and
Middlebury College; Member, Board of
Governors, New England Medical Center; former
Director and President of Hartwell Keystone;
former Director and Vice President, Robert Van
Partners, Inc. and former Trustee of Neworld
Bank.
K. Dun Gifford (57) Director; he is also Director or Trustee of
(1993) 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.
5
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Leroy Keith, Jr. (57) Director; he is also Director or Trustee of
(1994) 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 Big Phoenix Edge Series Fund;
former member of the Fund's Advisory Board;
and former President, Morehouse College.
F. Ray Keyser, Jr. (68) Director; he is also Director or Trustee of
(1993) 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 (54) Director; he is also Director or Trustee of
(1989) all other funds in the Keystone Investments
Family of Funds; Executive Vice President, DHR
International, Inc. (executive recruitment);
former Senior Vice President, Boyden
International Inc. (executive recruitment);
and Director, Commerce and Industry
Association of New Jersey, 411 International,
Inc. and J & M Cumming Paper Co.
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Richard J. Shima (56) Director; he is also Director or Trustee of
(1993) all other funds in the Keystone Investments
Family of Funds; Chairman, Environmental
Warranty, Inc., and Consultant, Drake Beam
Morin, Inc. (executive outplacement); Director
of Connecticut Natural Gas Corporation, Trust
Company of Connecticut, Hartford Hospital, Old
State House Association and Enhanced Financial
Services, Inc.; Member, Georgetown College
Board of Advisors; Chairman, Board of
Trustees, Hartford Graduate Center; Trustee,
Kingswood-Oxford School and Greater Hartford
YMCA; former Director, Executive Vice
President and Vice Chairman of The Travelers
Corporation; and former Managing Director of
Russell Miller, Inc.
Andrew J. Simons (56) Director; he is also Director or Trustee of
(1989) all other funds in the Keystone Investments
Family of Funds; Partner, Farrell, Fritz,
Caemmerer, Cleary, Barnosky & Amentano, P.C.;
President, former Nassau County Bar
Association; former Associate Dean and
Professor of Law, St. John's University School
of Law.
- -------------
* May be considered an "interested person" of the Funds within the meaning of
Section 2(a)(19) of the 1940 Act.
Messrs. Bissell and Elfner are "interested persons" of the Funds by virtue
of their positions as officers of the Funds and as officers and/or Directors
of Keystone Investments and several of its affiliates, including Keystone,
KIDCO and KIRC. Mr. Elfner is Chairman of the Board, Chief Executive Officer,
President and Director of Keystone Investments. Mr. Bissell is a Director of
Keystone Investments, and he was the former Chairman of the Board and Chief
Executive Officer of Keystone Investments, and former Chief Executive Officer
of the Funds.
During the fiscal year ended September 30, 1995, KAHEGF held five Board
meetings. Each incumbent Director, other than Mr. Chapin, attended at least
75% of the meetings held while they were Directors. During its 1995 fiscal
year, no Director affiliated with Keystone or any officer received any direct
remuneration from the Fund. During the same period, the unaffiliated
Directors, as a group, received approximately $9,164 in retainers, fees and
expenses from the Fund.
During the fiscal year ended October 31, 1995, KIF held five Board meetings.
Each incumbent Director, attended at least 75% of the meetings held while
they were Directors. During its 1995 fiscal year, no Director affiliated with
Keystone
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or any officer received any direct remuneration from the Fund. During the
same period, the unaffiliated Directors, as a group, received approximately
$7,300 in retainers, fees and expenses from the Fund.
During the fiscal year ended February 28, 1995, KPMH held five Board
meetings. Each incumbent Director, attended at least 75% of the meetings held
while they were Directors. During its 1995 fiscal year, no Director
affiliated with Keystone or any officer received any direct remuneration from
the Fund. During the same period, the unaffiliated Directors, as a group,
received approximately $1,729 in retainers, fees and expenses from the Fund.
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.
Prior to meetings of the stockholders at which Directors are to be elected
or if a vacancy in the Board of Directors occurs between such meetings, a
Nominating Committee recommends candidates for nomination as Directors to the
Board of Directors. The Nominating Committee is composed of all Independent
Directors acting as a committee of the whole. The Nominating Committee's
recommendations for nominees for election as Independent Directors are voted
on by the Independent Directors. The Nominating Committee for each of the
Funds met on October 27, 1995. Each of the Funds currently has no formal
procedure to consider persons recommended by stockholders for nomination to
the Board of Directors.
The officers of each of the Funds are George S. Bissell, Chairman of the
Board; Albert H. Elfner, III, Chief Executive Officer and President; Edward
F. Godfrey and James R. McCall, Senior Vice Presidents; Rosemary D. Van
Antwerp, Senior Vice President and Secretary; J. Kevin Kenely, Treasurer; and
Dorothy E. Bourassa, Jean S. Loewenberg, Colleen L. Mette, Melina M. T.
Murphy and James M. Wall, Assistant Secretaries. In addition, Donald C.
Dates, John M. Hartwell and William C. Miller, IV are Vice Presidents of
KAHEGF; Donald C. Dates, Gilman C. Gunn and Walter T. McCormick are Vice
Presidents of KIF; and Gilman C. Gunn and John C. Madden, Jr. are Vice
Presidents of KPMH.
All of the executive officers of the Funds have been officers and/or
employees of Keystone or its affiliates for at least five years, and their
positions with Keystone and its affiliates are stated in the table above in
this Proposal. Because of their positions with Keystone, Keystone
Investments, KIDCO, or any of their affiliates, and/or their direct or
indirect ownership of shares or options on the common stock of Keystone
Investments, the officers and Directors of the Funds who are officers,
Directors or employees of Keystone Investments or any of its affiliates
benefit from the management and other fees paid by the Funds to Keystone and
any of its affiliates. The officers of the Funds serve until their successors
are elected and qualified or until their deaths, resignations, retirements or
removals from office. Since March 1, 1994, the following Directors and
nominees for election as Directors affected the following purchases and sales
of shares of Keystone Investments
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common stock in an amount exceeding 1% of such stock: On December 30, 1994,
Mr. Bissell, as Trustee of the George S. Bissell Charitable Remainder
Unitrust, sold 200,000 shares of Keystone Investments common stock at $10.25
per share for a total of $2,050,000.
Recommendation of the Directors
Each Board of Directors of each of the Funds, including its Independent
Directors, recommends that the stockholders vote FOR the proposed election of
Directors.
2. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT
FISCAL YEAR
Unless instructed in the Proxy to the contrary, the persons named herein
intend to vote in favor of the ratification of the selection of KPMG Peat
Marwick as independent public accountants of each of the Funds for the
current fiscal year.
The audit services expected to be provided by KPMG Peat Marwick for the
current fiscal year include work in connection with the expression of an
opinion on the annual financial statements of each Fund and review of each
Fund's Annual Report to stockholders and its filings with the SEC. During
each Fund's last fiscal year, KAHEGF, KIF, and KPMH paid KPMG Peat Marwick
$21,000, $21,600, $28,000, respectively, for its services.
A representative of KPMG Peat Marwick is expected to attend the Meetings and
will be given an opportunity to make a statement and/or respond to
appropriate questions from stockholders.
Recommendation of the Directors
Each Board of Directors of each of the Funds, including its Independent
Directors, recommends that the stockholders vote FOR the ratification of the
selection of KPMG Peat Marwick.
ADDITIONAL INFORMATION
Payment of Expenses
Each Fund will pay the expenses of the preparation, printing and mailing to
its stockholders of the enclosed Proxy, accompanying Notice of Meeting and
Proxy Statement and any supplementary solicitation of the stockholders.
Supplementary Solicitation
Supplementary solicitation may be made by mail, telephone, facsimile,
telegram or in person by officers of the Funds, of by officers or employees
of KIRC, Keystone, Keystone Investments, KIDCO, or any of their affiliates or
subsidiaries, by securities dealers through whom Shares have been sold or by
an agency which may be employed by the Funds for that purpose. If a
supplementary solicitation by specially engaged employees or by an agency
should be necessary, the material
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features of any contract or arrangement and the parties for any such
solicitation are presently unknown. It is anticipated, however, that, in the
event any such solicitation becomes necessary, its cost will not be
substantial.
Substantial Shareholders
As of January 31, 1996, to the best knowledge of KAHEGF, the following
shareholders owned of record more than 5% of the outstanding Shares of the
Fund:
<TABLE>
<CAPTION>
Amount & Nature of Percent
Class Shareholder Beneficial Ownership of Class
- -------- ------------------------------- ------------------------------------- ---------
<S> <C> <C> <C>
Class A Merrill Lynch Pierce Fenner & Record owner of 811,200.000 of the 20.66%
Smith, Attn: Book Entry, 4800 Fund's outstanding Class A Shares
Deer Lake Dr E 3rd fl,
Jacksonville FL 32246-6484
Class B Merrill Lynch Pierce Fenner & Record owner of 38,305.000 of the 14.12%
Smith, Attn: Book Entry, 4800 Fund's outstanding Class B Shares
Deer Lake Dr E 3rd fl,
Jacksonville FL 32246-6484
Class C Merrill Lynch Pierce Fenner & Record owner of 23,821.000 of the 26.58%
Smith, Attn: Book Entry, 4800 Fund's outstanding Class C Shares
Deer Lake Dr E 3rd fl,
Jacksonville FL 32246-6484
Class C Lavedna Ellingson, Douglas Record owner of 8,412.726 of the 9.39%
Ellingson JT WROS, 8510 Fund's outstanding Class C Shares
McClintock, Tempe, AZ
85284-2527.
Class C Donaldson Lufkin Jenrette, Record owner of 5,790.496 of the 6.46%
Securities Corporation Inc., Fund's outstanding Class C Shares
P.O. Box 2052, Jersey City, NJ
07303-2052.
Class C Painewebber FBO, John T Record owner of 5,081.572 of the 5.67%
Frankfurth, 13093 SE Green Fund's outstanding Class C Shares
Turtle Way, Tequesta, FL
33469-1574
</TABLE>
On that date, the Directors, nominees for election as Directors and officers
of KAHEGF, as a group, beneficially owned less than 1% of the Fund's
outstanding Class A, Class B and Class C Shares.
As of January 31, 1996, to the best knowledge of KIF, the following
shareholder owned of record more than 5% of the outstanding Shares of the
Fund:
Amount & Nature of Percent
Shareholder Beneficial Ownership of Class
- -------------------------------- ------------------------------- ---------
Merrill Lynch Pierce Fenner & Record owner of 1,119,766.000 5.75%
Smith, Attn: Book Entry, 4800 of the Fund's outstanding
Deer Lake Dr E 3rd fl, Class A Shares
Jacksonville FL 32246-6484
On that date, the Directors, nominees for election as Directors and officers
of KIF, as a group, beneficially owned less than 1% of the outstanding Shares
of the Fund.
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As of January 31, 1996, to the best knowledge of KPMH, the following
shareholder owned of record more than 5% of the outstanding Shares of the
Fund:
Amount & Nature of Percent
Shareholder Beneficial Ownership of Class
- --------------------------------- ------------------------------- ---------
Merrill Lynch Pierce Fenner & Record owner of 1,253,691.000 14.95%
Smith, Attn: Book Entry, 4800 of the Fund's outstanding
Deer Lake Dr E 3rd fl, Class A Shares
Jacksonville FL 32246-6484
On that date, the Directors, nominees for election as Directors and officers
of KPMH, as a group, beneficially owned less than 1% of the outstanding
Shares of the Fund.
The term "beneficially owned" is as defined under Section 13(d) of the
Securities Exchange Act of 1934, as amended. The information as to beneficial
ownership is based on statements furnished to the Fund by the existing
Directors, nominees for Directors, and officers of the Fund, and/or on
records of KIRC.
Annual Report
The Annual Report for Keystone America Hartwell Emerging Growth Fund, Inc.
for the year ended September 30, 1995 was mailed to stockholders on November
21, 1995.
The Annual Report for Keystone International Fund Inc. for the year ended
October 31, 1995 was mailed to stockholders on December 23, 1995.
The Annual Report for Keystone Precious Metals Holdings, Inc. for the year
ended February 28, 1995 was mailed to stockholders on April 14, 1995. The
Semi- Annual Report for the six month period ended August 30, 1995 was mailed
to stockholders on October 20, 1995.
Each Fund's most recent Annual and Semi-Annual Reports may be obtained
without charge by writing to the Fund at the address listed at the front of
this Proxy Statement or by calling the appropriate Fund at (800) 343-2898 or
(617) 621-6100.
Stockholder Proposals
Proposals of stockholders of any of the Fund's intended to be presented at a
Fund's next annual meeting must be received by the Fund for inclusion in the
Fund's Proxy Statement and Proxy within a reasonable time before the meeting.
It is suggested that stockholders submit their proposals by Certified Mail--
Return Receipt Requested. The SEC has adopted certain requirements which
apply to any proposals of stockholders.
March 4, 1996
11
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KEYSTONE
Investor Resource Center
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
You can help reduce the cost of additional mailings by
promptly returning your signed proxy. No matter how
many shares you own, your vote counts!
Please detach or fold at perforation before mailing
KEYSTONE AMERICA HARTWELL
EMERGING GROWTH FUND, INC.
Proxy for the Annual Meeting of Stockholders
to be held on April 25, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints
Mr. Albert H. Elfner, III and Mmes. Rosemary D. Van Antwerp and Melina M.T.
Murphy or any of them as Proxies of the undersigned, with full power of
substitution, to vote on behalf of the undersigned all shares of common stock
of Keystone America Hartwell Emerging Growth Fund, Inc. ("Fund") which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Fund to be held at 2:30 p.m., Eastern time, on Thursday, April 25, 1996, at
the offices of Keystone Investment Management Company, 200 Berkeley Street,
Boston, Massachusetts 02116, and at any adjournments thereof, as fully as the
undersigned would be entitled to vote if personally present, as follows:
NOTE: PLEASE SIGN IN THE BOX BELOW EXACTLY AS YOUR NAME(S) APPEAR
ON THIS CARD.
When signing as attorney, executor, administrator, trustee,
guardian, or as custodian for a minor, please sign your name and
give your full title as such. If signing on behalf of a
corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint
owners should each sign this proxy. Please sign, date and return.
Dated: _____________________________________________________, 1996
__________________________________________________________________
SIGNATURE
__________________________________________________________________
SIGNATURE (OF JOINT OWNER, IF ANY)
<PAGE>
KEYSTONE
Investor Resource Center
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
You can help reduce the cost of additional mailings by
promptly returning your signed proxy. No matter how
many shares you own, your vote counts!
Please detach or fold at perforation before mailing
KEYSTONE INTERNATIONAL FUND INC.
Proxy for the Annual Meeting of Stockholders
to be held on April 25, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints
Mr. Albert H. Elfner, III and Mmes. Rosemary D. Van Antwerp and Melina M.T.
Murphy or any of them as Proxies of the undersigned, with full power of
substitution, to vote on behalf of the undersigned all shares of common stock
of Keystone Precious International Inc. ("Fund") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Fund to be held
at 2:30 p.m., Eastern time, on Thursday, April 25, 1996, at the offices of
Keystone Investment Management Company, 200 Berkeley Street, Boston,
Massachusetts 02116, and at any adjournments thereof, as fully as the
undersigned would be entitled to vote if personally present, as follows:
NOTE: PLEASE SIGN IN THE BOX BELOW EXACTLY AS YOUR NAME(S) APPEAR
ON THIS CARD.
When signing as attorney, executor, administrator, trustee,
guardian, or as custodian for a minor, please sign your name and
give your full title as such. If signing on behalf of a
corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint
owners should each sign this proxy. Please sign, date and return.
Dated: _____________________________________________________, 1996
__________________________________________________________________
SIGNATURE
__________________________________________________________________
SIGNATURE (OF JOINT OWNER, IF ANY)
<PAGE>
KEYSTONE
Investor Resource Center
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
You can help reduce the cost of additional mailings by
promptly returning your signed proxy. No matter how
many shares you own, your vote counts!
Please detach or fold at perforation before mailing
KEYSTONE PRECIOUS METALS HOLDINGS, INC.
Proxy for the Annual Meeting of Stockholders
to be held on April 25, 1996
The undersigned, revoking all Proxies heretofore given, hereby appoints
Mr. Albert H. Elfner, III and Mmes. Rosemary D. Van Antwerp and Melina M.T.
Murphy or any of them as Proxies of the undersigned, with full power of
substitution, to vote on behalf of the undersigned all shares of common stock
of Keystone Precious Metals Holdings, Inc. ("Fund") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Fund to be held
at 2:30 p.m., Eastern time, on Thursday, April 25, 1996, at the offices of
Keystone Investment Management Company, 200 Berkeley Street, Boston,
Massachusetts 02116, and at any adjournments thereof, as fully as the
undersigned would be entitled to vote if personally present, as follows:
NOTE: PLEASE SIGN IN THE BOX BELOW EXACTLY AS YOUR NAME(S) APPEAR
ON THIS CARD.
When signing as attorney, executor, administrator, trustee,
guardian, or as custodian for a minor, please sign your name and
give your full title as such. If signing on behalf of a
corporation, please sign the full corporate name and your name and
indicate your title. If you are a partner signing for a
partnership, please sign the partnership name and your name. Joint
owners should each sign this proxy. Please sign, date and return.
Dated: _____________________________________________________, 1996
__________________________________________________________________
SIGNATURE
__________________________________________________________________
SIGNATURE (OF JOINT OWNER, IF ANY)
<PAGE>
KEYSTONE
Investor Resource Center
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
You can help reduce the cost of additional mailings by
promptly returning your signed proxy. No matter how
many shares you own, your vote counts!
Please detach or fold at perforation before mailing
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND. THE BOARD OF
DIRECTORS OF THE FUND RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. THE SHARES
REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR ANY PROPOSAL IF NO
CHOICE IS INDICATED. THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE
UPON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW USING BLUE OR
BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
1. To elect the following persons as Directors of the Fund: Frederick Amling,
Charles A. Austin III, George S. Bissell, Edwin D. Campbell,
Charles F. Chapin, Albert H. Elfner, III, K. Dun Gifford, Leroy
Keith, Jr., F. Ray Keyser, Jr., David M. Richardson, Richard J.
Shima and Andrew J. Simons.
_____ FOR _____ AUTHORITY TO VOTE WITHHELD
ON ALL DIRECTORS
To withhold authority to vote for any individual nominee, please write his
name below:
2. To ratify the selection of KPMH Peat Marwick LLP as the independent public
accountant of the Fund for the current fiscal year.
_____ FOR _____ AGAINST _____ ABSTAIN FROM
