KEYSTONE STRATEGIC INCOME FUND
N-30D, 1996-09-26
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[COVER]

[PHOTO OF SAILBOAT GLIDING THROUGH WATER]

 - KEYSTONE STRATEGIC INCOME FUND

{KEYSTONE LOGO]

ANNUAL REPORT
JULY 31, 1996

KEYSTONE AMERICA
FAMILY OF FUNDS

[Filled in Diamond]

Balanced Fund II
California Insured Tax Free Fund
Capital Preservation and Income Fund
Florida Tax Free Fund
Fund for Total Return
Fund of the Americas
Global Opportunities Fund
Global Resources & Development Fund
Government Securities Fund
Hartwell Emerging Growth Fund, Inc.
Intermediate Term Bond Fund
Massachusetts Tax Free Fund
Missouri Tax Free Fund
New York Insured Tax Free Fund
Omega Fund
Pennsylvania Tax Free Fund
Small Company Growth Fund II
Strategic income Fund
Tax Free Income Fund
World Bond Fund

This report was prepared primarily for the information of the Fund's
shareholders. It is authorized for distribution if preceded or accompanied by
the Fund's current prospectus. The prospectus contains important information
about the Fund including fees and expenses. Read it carefully before you invest
or send money. For a free prospectus on other Keystone Funds, contact your
financial adviser or call Keystone.

{KEYSTONE LOGO]

KEYSTONE INVESTMENTS
P.O. Box 2121
Boston, Massachusetts 02106-2121

[RECYCLE LOGO]

SIF-R-9/96
16.4M

<PAGE>

Keystone Strategic Income Fund 

Seeks generous income from a diversified portfolio of high yield, 
foreign, and U.S. government or agency obligations. 

Dear Shareholder: 

We are pleased to report on the performance of Keystone Strategic Income Fund 
for the twelve-month period which ended July 31, 1996. Following our letter 
to you we have included a discussion with your Fund's manager. 

Performance 

Your Fund provided the following returns including price changes and 
reinvested dividends for the twelve-month period ended July 31, 1996: 

  Class A shares returned 6.84%. 

  Class B shares returned 6.21%. 

  Class C shares returned 6.07%. 

  For the same twelve-month period, the Lehman Aggregate Bond Index--a broad 
index of U.S. corporate, government and mortgage-backed securities--returned 
5.53% and the Salomon World Government Bond Index--a U.S. dollar index of 
foreign government bonds--returned 2.05%. 

  We were pleased with your Fund's improved results. They were achieved during 
a period of generally declining bond prices which had an adverse impact on 
the performance of many fixed income investments. While your Fund experienced 
a slight price decline, shareholders benefitted from the Fund's diversified 
asset strategy. This strategy is intended to provide attractive income and 
returns with lower price volatility. Strength in the foreign markets and 
demand for high yield bonds helped to offset price declines among U.S. 
government and agency securities. We believe the differing performances of 
the markets underscored the value of this type of asset allocation strategy. 

  The U.S. bond market experienced two different types of climates over the 
past twelve months. Interest rates declined through much of 1995 resulting in 
bond price increases. This was prompted by slower economic growth and 
relatively low inflation. However, in early 1996 interest rates began to 
rise. Reports of a strengthening economy stimulated concerns about higher 
inflation rates. This news had a particularly negative effect on the prices 
of U.S. government bonds whose performance is influenced to a great extent by 
changes in interest rates. 

Asset allocation 

For much of the year, approximately 45% of net assets were invested in high 
yield bonds, 35% in foreign bonds and 20% in U.S. government and agency 
securities. The foreign sector primarily consisted of investments in Latin 
America and Denmark, Sweden, Italy and Canada. Your Fund's Latin American 
holdings were U.S. dollar-denominated and invested in large, well-established 
corporations with solid cash flows. During the year, we recognized value in 
the so-called "high yield" European countries of Denmark, Sweden and Italy. 
We established positions in European bonds by shifting assets from Latin 
America. The move also served to broaden the portfolio's diversification. 

An increased emphasis on foreign bonds 

Recently, we reduced the high yield portion by 10% and increased the foreign 
bond and U.S. government and agency holdings each by 5%. As of July 31, 1996, 
Strategic Income Fund was structured as follows: 25% in high grade bonds, 33% 
in high yield bonds and 42% in foreign bonds. Approximately half of the 
foreign investments were Latin American and half were in the government bonds 
of Denmark, Sweden and Italy at the end of the period. We attempted to limit 
our exposure to currency fluctuations by hedging approximately 25% of the 
Fund's non-dollar foreign holdings into U.S. dollars. 

                                                                   -continued- 

                                      1 
<PAGE>

 Strategic Income Fund's flexibility enabled your management to find value in 
the high yield sector and foreign bond markets. Lower interest rates over the 
past year prompted many investors to attempt to maximize yield by investing 
in high yield bonds. Demand for this sector supported high yield bond prices 
when the U.S. government bond prices declined in the first half of 1996. 

Attractive returns were also found in the foreign bond markets. We invested 
in bonds issued by well-established Latin American corporations which 
generated attractive income. Latin America's investment environment has 
improved dramatically from the devaluation of the Mexican peso in 1994. 
Industry privatization, dramatically lower inflation and improved fiscal 
policies have resulted in a rebound in investor confidence and bond prices. 

Our outlook 

Looking ahead, we expect that the stronger economic growth we have seen over 
the past few months should moderate in the fourth quarter. We anticipate a 
slower economy in early 1997 with few inflationary pressures. This should 
provide a stable backdrop for the fixed-income markets. 

  We will continue to seek value through careful research, analysis and sector 
diversification. We are confident that this philosophy can build attractive 
returns and above average income for the long-term fixed income investor. 

  We are pleased to inform you that Keystone has agreed to be acquired by 
First Union Corporation. The acquisition is subject to a number of 
conditions, including approvals of investment advisory agreements with 
Keystone by fund shareholders. First Union is a financial services firm based 
in Charlotte, North Carolina. It is the nation's sixth largest bank holding 
company with assets of approximately $140 billion. First Union, through its 
wholly-owned subsidiary Evergreen Asset Management Corp., manages more than 
$16 billion in 36 mutual funds. Keystone will remain a separate entity after 
its acquisition and will continue to provide investment advisory and 
management services to the Fund. We believe First Union's acquisition of 
Keystone should strengthen the investment management services we provide to 
you. 

  Thank you for your continued support of Keystone Strategic Income Fund. We 
encourage you to write to us with questions or comments about your 
investment. 

Sincerely, 

/s/ Albert H. Elfner, III 

Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc. 

                                     [PHOTO - ALBERT H. ELFNER, III] 

/s/ George S. Bissell 

George S. Bissell 
Chairman of the Board 
Keystone Funds 

                                     [PHOTO - GEORGE S. BISSELL] 

September 1996 

                                      2 
<PAGE>

A Discussion With 
Your Fund's Manager 

[PHOTO - RICHARD CRYAN] 

Richard Cryan is portfolio manager of the Fund and 
heads Keystone's high yield bond team. Mr. Cryan has 
more than 16 years of investment experience, and served 
as president of Wasserstein Perella Asset Management 
and also as a portfolio manager at Fidelity Investments. 
Dick received his BS from the University of Colorado 
and his MBA from Columbia University. In managing 
the Fund, he is supported by Gilman Gunn, head of 
Keystone's international bond group and Chris Conkey, 
head of Keystone's domestic high grade bond group. 

Q   How do you manage the Fund? 

A  Our ongoing strategy in managing the Fund is to provide a premium yield 
and consistent performance, with reduced price fluctuations. We seek this by 
diversifying the portfolio into three asset classes: high yield corporate 
bonds, foreign bonds, and U.S. government securities. Our own analysis has 
shown that historically a blend of these asset classes can provide most of 
the returns of a single asset class, with lower price volatility. 

Q   How do you determine the Fund's asset allocation? 

A  Asset allocation decisions are driven by our outlook for the risk and 
reward potential in each market sector. This includes evaluation of the 
current economic and business cycle and its effects on the asset class. 
Within a sector, we seek investments that will limit volatility and maximize 
the Fund's income. The Fund's asset allocations are actively managed and 
reviewed on a regular basis. We attempt to maintain a high degree of 
liquidity to accommodate asset shifts in the event there is a change in a 
sector's risk/reward profile. Our allocations as of July 31, 1996 appear on 
page four. 

Q   What was the environment like for bonds over the last twelve months? 

A  The U.S. bond market experienced two different kinds of climates during 
the fiscal year. Interest rates declined as bond prices rose during the last 
half of 1995. However, early in 1996 interest rates rose and bond prices fell 
(see yield chart on page four). Reports showed the economy gaining strength 
and investors becoming concerned about higher inflation rates. This news had 
the greatest effect on long-term U.S. government and agency securities, but 
also influenced the performance of the high yield and foreign bond markets. 

Fund Profile 

Objective: Seeks generous income from high yield, foreign, and 
U.S. government or agency obligations. 
Commencement of investment operations: April 14, 1987 
Average maturity: 10 years 
Net assets: $223 million 
Newspaper listing: "StrInc" 

                                      3 
<PAGE>

****************************[line chart]**************************************
The Benchmark 30-Year
U.S. Treasury Bond Yield

Date      Yield

 91       7.930 
          7.880 
          7.820 
          7.770 
          7.880 
          7.960 
          8.040 
          7.930 
          7.870 
          7.820 
          7.980 
          7.930 
          7.800 
          7.770 
          7.570 
          7.510 
 92       7.480 
          7.460 
          7.600 
          7.700 
          7.770 
          7.760 
          7.900 
          7.940 
          7.800 
          7.920 
          8.060 
          8.040 
          7.940 
          7.870 
          7.880 
          7.930 
          8.040 
          8.010 
          7.900 
          7.800 
          7.820 
          7.830 
          7.850 
          7.820 
          7.780 
          7.620 
          7.630 
          7.680 
          7.560 
          7.440 
          7.390 
          7.320 
          7.350 
          7.410 
          7.280 
          7.290 
          7.320 
          7.340 
          7.320 
          7.520 
          7.530 
          7.630 
          7.630 
          7.750 
          7.570 
          7.530 
          7.590 
          7.500 
          7.440 
          7.430 
          7.360 
          7.390 
 93       7.460 
          7.340 
          7.300 
          7.210 
          7.160 
          7.120 
          7.010 
          6.890 
          6.750 
          6.850 
          6.800 
          6.930 
          7.050 
          6.840 
          6.750 
          6.790 
          6.940 
          6.840 
          6.940 
          7.030 
          6.980 
          6.900 
          6.790 
          6.810 
          6.710 
          6.660 
          6.640 
          6.540 
          6.700 
          6.560 
          6.530 
          6.350 
          6.210 
          6.120 
          5.950 
          5.880 
          6.030 
          6.050 
          5.980 
          5.910 
          5.780 
          5.980 
          5.960 
          6.210 
          6.150 
          6.330 
          6.250 
          6.250 
          6.180 
          6.280 
          6.210 
          6.350 
 94       6.230 
          6.300 
          6.280 
          6.210 
          6.360 
          6.410 
          6.630 
          6.720 
          6.840 
          6.910 
          6.900 
          6.990 
          7.110 
          7.260 
          7.290 
          7.210 
          7.300 
          7.530 
          7.500 
          7.300 
          7.390 
          7.260 
          7.310 
          7.450 
          7.510 
          7.610 
          7.690 
          7.540 
          7.550 
          7.380 
          7.530 
          7.480 
          7.490 
          7.490 
          7.490 
          7.700 
          7.780 
          7.790 
          7.820 
          7.900 
          7.830 
          7.980 
          7.960 
          8.150 
          8.140 
          8.130 
          7.940 
          7.910 
          7.850 
          7.850 
          7.850 
          7.880 
 95       7.860 
          7.790 
          7.890 
          7.740 
          7.600 
          7.680 
          7.580 
          7.540 
          7.550 
          7.460 
          7.370 
          7.370 
          7.430 
          7.380 
          7.330 
          7.330 
          7.340 
          7.010 
          7.000 
          6.900 
          6.740 
          6.520 
          6.710 
          6.620 
          6.500 
          6.620 
          6.520 
          6.590 
          6.960 
          6.900 
          6.900 
          6.970 
          6.900 
          6.720 
          6.600 
          6.590 
          6.460 
          6.590 
          6.480 
          6.420 
          6.300 
          6.350 
          6.340 
          6.270 
          6.320 
          6.230 
          6.250 
          6.090 
          6.050 
          6.090 
          6.050 
          5.950 
 96       6.040 
          6.160 
          5.970 
          6.040 
          6.140 
          6.100 
          6.220 
          6.410 
          6.380 
          6.690 
          6.740 
          6.640 
          6.670 
          6.660 
          6.810 
          6.790 
          6.780 
          7.110 
          6.920 
          6.830 
          6.830 
          6.990 
          7.040 
          7.090 
          7.100 
          6.900 
          7.180 
          7.020 
          6.960 
          7.010 

The release of stronger than expected U.S. growth statistics during the first
quarter of 1996 caused yields to rise and bond prices to fall.

Source: Fact Set
******************************************************************************

  High yield bonds held their value better than any other domestic bond sector 
during that time. The lower interest rates we have seen over the past year 
caused many investors to "stretch for yield", creating strong demand for high 
yield bonds. This demand supported the prices of high yield bonds when the 
higher quality sectors incurred losses. 

Q   How about the foreign markets? 

A  Selected foreign markets performed well. The investment climate in Latin 
America has turned around from what it had been several years ago. Valuations 
have rebounded due to a number of positive trends that have taken place. 
These included a reduced role of the government in managing the economy, 
industry privatization and aggressive inflation-fighting policies. The Fund's 
Latin American holdings provided the portfolio with attractive current 
income. 

  In Europe, our holdings of Danish, Swedish and Italian bonds also were 
strong performers, due to a favorable environment in these particular 
countries. The economic environment in these countries has been relatively 
stable, inflation has been low and deficit reduction policies have been in 
place, despite a sluggish economic environment in many other European 
countries. These government bonds appeared undervalued to us at the time of 
purchase. 

Asset Allocation
as of July 31, 1996

*********************[pie chart]***********************

High grade (includes U.S. government, agency      
and mortgage-backed securities)                   24.7%

Foreign bonds (non-U.S.$)                         19.6%

Foreign bonds (U.S.$)                             22.3%

High yield                                        31.6%

Other(1)                                           1.8%
 
*******************************************************
- -----------------------
1 Includes common and preferred stocks and warrants, repurchase agreements, 
  and other assets and liabilities. 

                                      4 
<PAGE>

Top 10 Holdings
as of July 31, 1996
<TABLE>
<CAPTION>
<S>                                                         <C>
as of July 31, 1996                                         Percentage of 
                                                            net assets 
Kingdom of Sweden, 10.25%, 2003                             6.9 
Kingdom of Denmark, 8%, 2003                                5.9 
Federal Home Loan Mortgage Corp., 7.69%, 2022               5.4 
Government National Mortgage Assoc., 6.5%, 2023             4.4 
Republic of Italy, 9.5%, 2006                               3.9 
U.S. Treasury Bonds, 7.875%, 2021                           3.9 
Telecom Argentina, 8.375%, 2000                             3.8 
Government National Mortgage Assoc., 
 6.50%, 2009                                                3.8 
New Zealand Government, 8%, 2001                            2.9 
Telefonica de Argentina, 11.875%, 2004                      2.8 
</TABLE>

  In New Zealand, conservative fiscal and monetary policies have resulted in 
strong performance for government bonds. The government has been running 
budget surpluses and paying down its debt. Further, the central bank's strict 
monetary policy has kept inflation to a minimum. 

Q   How did Strategic Income Fund perform during the past year? 

A  We believe the Fund performed as it was designed. The last six months were 
an unusually volatile period for U.S. interest rates, but the Fund 
demonstrated good stability. The Fund's ability to diversify enabled it to 
benefit from the positive performances in the foreign and high yield markets. 
Further, the blend of assets helped to provide insulation from the decline 
experienced by U.S. Treasury and agency securities. 

Q   You recently re-allocated 10% of the Fund's assets from high yield to 
foreign and high grade bonds. Why? 

A  The risk/reward profile for high yield bonds has changed over the past few 
months. Strength in that sector has driven yields to historically low levels 
relative to U.S. Treasuries. We believed that the high yield market had had 
good performance, with little further improvement expected over the short 
term. Increasing the U.S. Treasury holdings in the high grade sector also 
enhanced the Fund's liquidity. We built a larger position in the foreign 
sector because we believed that selected markets were attractively valued. We 
expected that a larger commitment to that sector would both improve 
diversification and enhance overall performance. 

Q   What is your outlook for these market sectors over the next six months? 

A  We see positive factors in each of the sectors. Together, we look for them 
to provide investors with above average income and attractive returns. We 
share Federal Reserve Board Chairman Alan Greenspan's view that the economy 
will grow slowly through the beginning of 1997 and that inflation will remain 
low. That should provide a healthy climate for domestic fixed-income 
securities. 

  Our outlook for high yield bonds is neutral. We expect to see their strength 
relative to U.S. Treasuries subside, with those sectors resuming a 
relationship that is closer to historical performance. We also anticipate a 
solid performance from the foreign sector. Trends are in place that should 
continue to strengthen the economic fundamentals of the respective countries. 
We expect that the foreign sector will provide the portfolio with attractive 
investment value and high current yield. 

                              [DIAMOND-(filled in)]

         This column is intended to answer questions about your Fund. 
       If you have a question you would like answered, please write to: 
                   Keystone Investment Distributors Company 
                 Attn: Shareholder Communications, 22nd Floor 
            200 Berkeley Street, Boston, Massachusetts 02116-5034. 

                                      5 
<PAGE>

Your Fund's Performance 

Growth of an investment in
Keystone Strategic Income Fund Class A

**************************[mountain chart]***********************************
In Thousands

                    Reinvested Distributions      Initial Investment
4/87                9534                          9534
                    9649                          9735
7/88                9001                         10172
                    8677                         11084
7/90                6905                         10131
                    5867                         10195
7/92                6744                         13118
                    7486                         16290
7/94                7001                         16593
                    6563                         17090
7/96                6448                         18259

Total Value: $18,259
*****************************************************************************

Twelve-Month Performance                  as of July 31, 1996 
<TABLE>
<CAPTION>
<S>                             <C>         <C>         <C>
                                Class A     Class B     Class C 
Total returns*                   6.84%       6.21%       6.07% 
Net asset value 7/31/95         $6.89       $6.92       $6.92 
                7/31/96         $6.77       $6.81       $6.80 
Dividends                       $0.57       $0.52       $0.52 
Capital gains                    None        None        None 
</TABLE>

* Before deduction of front-end or contingent deferred sales charge (CDSC). 

Historical Record                         as of July 31, 1996 

<TABLE>
<CAPTION>
<S>                             <C>         <C>         <C>
 Cumulative total returns       Class A     Class B     Class C 
1-year w/o sales charge          6.84%       6.21%       6.07% 
1-year                           1.76%       2.28%       6.07% 
5-year                          70.60%        --          -- 
Life of Class                   82.59%      25.14%      27.87% 
Average Annual Returns 
1-year w/o sales charge          6.84%       6.21%       6.07% 
1-year                           1.76%       2.28%       6.07% 
5-year                          11.27%        --          -- 
Life of Class                    6.69%       6.62%       7.28% 
</TABLE>

Class A shares were introduced April 14, 1987. Performance is reported at the 
current maximum front-end sales charge of 4.75%. 

  Class B shares were introduced on February 1, 1993. Shares purchased after 
June 1, 1995 are subject to a contingent deferred sales charge (CDSC) that 
declines from 5% to 1% over six years from the month purchased. Performance 
assumes that shares were redeemed after the end of a one-year holding period 
and reflects the deduction of a 4% CDSC. 

  Class C shares were introduced on February 1, 1993. Performance reflects the 
return you would have received for holding shares for one year and redeeming 
after the end of the period. 

  The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 
Performance for each class will differ. 

  You may exchange your shares to another Keystone fund for a $10 fee by 
contacting Keystone directly. The exchange fee is waived for individual 
investors who make an exchange using Keystone's Automated Response Line 
(KARL). The Fund reserves the right to change or terminate the exchange 
offer. 

                                      6 
<PAGE>

Growth of an Investment 

*****************************[line chart]*************************************
Comparison of change in value of a $10,000 investment in Keystone Strategic
Income Fund Class A, the Lehman Aggregate Bond Index, and the Consumer Price
Index.

In Thousands                            April 14, 1987 through July 31, 1996

               Class A        Lehman Aggregate         Consumer Price Index
                              Bond Index (LABI)        (CPI)
4/87            9534          10000                    10000
                9735           9802                    10152
7/88           10172          10544                    10571
               11084          12147                    11097
7/90           10131          13004                    11632
               10195          14392                    12150
7/92           13118          16520                    12533
               16290          18202                    12881
7/94           16593          18219                    13238
               17090          20058                    13604
7/96           18259          21166                    14005

     Average Annual Total Return
     ---------------------------
          1 Year    5 Year    Life of Class
Class A   1.76%     11.27%    6.69%
Class B   2.28%     --        6.62%
Class C   6.07%     --        7.28%

Past performance is no guarantee of future results. The performance of Class B
or Class C shares will be greater or less than the line shown based on
differences in loads and fees paid by the shareholder investing in the different
classes. Class B and Class C shares were introduced February 1, 1993. The
Consumer Price Index and Lehman Aggregate Bond Index are from March 31, 1987.

******************************************************************************

This chart graphically compares your Fund's total return performance to 
certain investment indexes. It is the result of fund performance guidelines 
issued by the Securities and Exchange Commission. The intent is to provide 
investors with more information about their investment. 

Components of the chart 

The chart is composed of several lines that represent the accumulated value 
of an initial $10,000 investment for the period indicated. The lines 
illustrate a hypothetical investment in: 

1. Keystone Strategic Income Fund 

The Fund seeks generous income from high yield, foreign, and U.S. government 
or agency obligations. The return is quoted after deducting sales charges (if 
applicable), fund expenses, and transaction costs and assumes reinvestment of 
all distributions. 

2. Lehman Aggregate Bond Index (LABI) 

The LABI is a broad-based, unmanaged fixed-income market index of U.S. 
government, corporate, and mortgage-backed securities. It represents the 
price change and coupon income of several thousand securities with various 
maturities and qualities. Securities are selected and compiled by Lehman 
Brothers, Inc. according to criteria that may be unrelated to your Fund's 
investment objective. It would be difficult for most individual investors to 
duplicate this index. 

3. Consumer Price Index (CPI) 

This index is a widely recognized measure of the cost of goods and services 
produced in the U.S. The index contains factors such as prices of services, 
housing, food, transportation and electricity which are compiled by the U.S. 
Bureau of Labor Statistics. The CPI is generally considered a valuable 
benchmark for investors who seek to outperform increases in the cost of 
living. 

These indexes do not include transaction costs associated with buying and 
selling securities, and do not hold cash to meet redemptions. It would be 
difficult for most individual investors to duplicate these indexes. 

Understanding what the chart means 

The chart demonstrates your Fund's performance in relation to a well known 
investment index and to increases in the cost of living. It is important to 
understand what the chart shows and does not show. 

This illustration is useful because it charts Fund and index performance over 
the same time frame and over a long period. Long-term performance is a more 
reliable and useful measure of performance than measurements of short-term 
returns or temporary swings in the market. Your financial adviser can help 
you evaluate fund performance in conjunction with the other important 
financial considerations such as safety, stability and consistency. 

                                      7 
<PAGE>

Limitations of the chart 

The chart, however, limits the evaluation of Fund performance in several 
ways. Because the measurement is based on total returns over an extended 
period of time, the comparison often favors those funds which emphasize 
capital appreciation when the market is rising. Likewise, when the market is 
declining, the comparison usually favors those funds which take less risk. 

Performance can be distorted 

Funds which are more conservative in their orientation and which place an 
emphasis on capital preservation will tend to compare less favorably when the 
market is rising. In addition, funds which have income as one of their 
objectives also will tend to compare less favorably to relevant indexes. 

Indexes may also reflect the performance of some securities which a fund may 
be prohibited from buying. A bond fund, for example, may be limited to 
investments in only high quality bonds, or a stock fund may only be able to 
buy stocks that have been traded on a stock exchange for a minimum number of 
years or stocks that have a certain market capitalization. Indexes usually do 
not have the same investment restrictions as your Fund. 

Indexes do not include the costs of investing 

The comparison is further limited in its utility because the indexes do not 
take into account any deductions for sales charges, transaction costs or 
other fund expenses. Your Fund's performance figures do reflect such 
deductions. Sales charges--whether up-front or deferred--pay for the cost of 
the investment advice of your financial adviser. Transaction costs pay for 
the costs of buying and selling securities for your Fund's portfolio. Fund 
expenses pay for the costs of investment management and various shareholder 
services. None of these costs are reflected in index total returns. The 
comparison is not completely realistic because an index cannot be duplicated 
by an investor--even an unmanaged index--without incurring some charges and 
expenses. 

One of several measures 

The chart is one of several tools you can use to understand your investment. 
It should be read in conjunction with the Fund's prospectus, and annual and 
semiannual reports. Also, your financial adviser, who understands your 
personal financial situation, can best explain the features of your Keystone 
fund and how it applies to your financial needs. 

Future returns may be different 

Shareholders also should be mindful that the long-run performance of either 
the Fund or the indexes is not representative of what shareholders should 
expect to receive from their Fund investment in the future; it is presented 
to illustrate only past performance and is not a guarantee of future returns. 

                                      8 
<PAGE>

SCHEDULE OF INVESTMENTS--July 31, 1996 

<TABLE>
<CAPTION>
                                                                         Coupon   Maturity     Principal      Market 
                                                                          Rate       Date        Amount       Value 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
<S>                                              <C>                     <C>         <C>       <C>            <C>
FIXED INCOME (98.2%) 
INDUSTRIAL BONDS & NOTES (31.6%) 
AEROSPACE (0.5%) 
Airplanes Pass Thru Trust                        Bond (Subord.)          10.875%     2019      $1,000,000     $1,040,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
BROADCASTING (2.6%) 
Ackerly Communications Incorporated               Sr. Notes              10.750      2003         775,000        802,125 
EZ Communications, Incorporated                   Sr. Notes (Subord.)     9.750      2005       1,000,000        985,000 
K-III Communications Corporation (f)              Sr. Notes               8.500      2006       1,000,000        915,000 
Park Broadcasting, Incorporated (f)               Sr. Notes              11.750      2004       1,000,000      1,150,000 
Paxson Communications Corporation                 Sr. Notes (Subord.)    11.625      2002       1,000,000      1,040,000 
Sinclair Broadcast Group, Incorporated            Sr. Notes (Subord.)    10.000      2005       1,000,000        982,500 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               5,874,625 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
CABLE/OTHER VIDEO DISTRIBUTION (3.5%) 
Adelphia Communications Corporation               Sr. Notes              12.500      2002       1,000,000      1,027,500 
Cablevision Systems Corporation                   Sr. Deb. (Subord.)     10.500      2016       1,000,000        960,000 
Comcast Corporation                               Sr. Deb. (Subord.)     10.625      2012       1,000,000      1,045,000 
Diamond Cable Communications Company 
(Eff. Yield 11.09%)(e)                            Sr. Disc. Notes         0.000      2005       1,000,000        595,000 
Fundy Cable Limited                               Sr. Notes              11.000      2005       1,000,000      1,015,000 
Marcus Cable Operating Company                    Sr. Disc. Notes 
(Eff. Yield 10.54%)(e)                              (Subord.)             0.000      2004       1,000,000        720,000 
Rogers Cablesystems Limited                       Sr. Notes              10.000      2005       1,000,000        995,000 
Videotron Holdings, PLC 
(Eff. Yield 11.00%)(e)                            Sr. Disc. Notes         0.000      2005       2,000,000      1,305,000 
Videotron Group Limited                           Sr. Notes (Subord.)    10.250      2002         150,000        154,500 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               7,817,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
CHEMICALS (1.4%) 
Rexene Corporation                                Sr. Notes              11.750      2004       1,000,000      1,092,500 
Sifto Canada, Incorporated                        Sr. Notes               8.500      2000       1,000,000        970,000 
Viridian, Incorporated                            Notes                   9.750      2003       1,000,000      1,027,500 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               3,090,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
CONSUMER (1.2%) 
Exide Corporation                                 Sr. Notes              10.000      2005       1,500,000      1,470,000 
International Semi-Tech Electronics, 
Incorporated (Eff. Yield 11.98%)(e)               Sr. Disc. Notes         0.000      2003       2,000,000      1,130,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               2,600,000 

                                                                                                 (continued on next page)

                                      9 
<PAGE>

- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
DIVERSIFIED MEDIA (0.7%) 
Lifestyle Brands                            Gtd. Deb. (Subord.)          10.000%     1997      $  700,000     $  700,000 
Viacom, Incorporated                        Deb. (Subord.)                8.000      2006       1,000,000        915,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               1,615,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
ENERGY (2.8%) 
Clark USA, Incorporated                      Sr. Notes                   10.875      2005       1,000,000      1,007,500 
Falcon Drilling Company                      Sr. Notes                    8.875      2003       1,000,000        960,000 
Ferrellgas Partners Limited Partnership (f)  Sr. Notes                    9.375      2006         775,000        747,875 
Gulf Canada Resources Limited                Sr. Notes (Subord.)          9.625      2005       1,000,000      1,007,500 
Plains Resources, Incorporated (f)           Sr. Notes (Subord.)         10.250      2006         500,000        495,000 
TransTexas Gas Corporation                   Sr. Notes                   11.500      2002       1,000,000        995,000 
Vintage Petroleum, Incorporated              Sr. Notes (Subord.)          9.000      2005       1,000,000        962,500 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               6,175,375 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
FINANCIAL (0.9%) 
Conseco, Incorporated                        Sr. Notes                   10.500      2004       1,000,000      1,137,000 
Reliance Group Holdings, Incorporated        Sr. Deb. (Subord.)           9.750      2003       1,000,000        990,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               2,127,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
FOODS/TOBACCO/BEVERAGES (2.6%) 
American Rice, Incorporated                  Mtge. Notes                 13.000      2002         500,000        460,000 
Chiquita Brands International, Incorporated  Sr.   Notes                 10.250      2006         500,000        497,500 
Iowa Select Farms (8/2/94-$2,696,506) 
(Eff. Yield 16.62%)(c)(e)                    Sr.   Disc. Notes            0.000      2004       5,680,000      3,153,536 
Specialty Foods Corporation                  Sr.   Notes (Subord.)       11.250      2003       2,000,000      1,680,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               5,791,036 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
FOREST PRODUCTS/CONTAINERS (3.8%) 
Buckeye Cellulose Corporation                Sr. Notes (Subord.)          8.500      2005       1,000,000        952,500 
Calmar, Incorporated                         Sr. Notes (Subord.)         11.500      2005       1,000,000        972,500 
Container Corporation of America             Sr. Notes                   11.250      2004       1,000,000      1,040,000 
Owens-Illinois, Incorporated                 Sr. Deb.                    11.000      2003       1,000,000      1,077,500 
Rainy River Forest Products, Incorporated    Sr. Notes                   10.750      2001       1,000,000      1,052,500 
Riverwood International Corporation          Gtd. Sr. Notes              10.250      2006       1,000,000        985,000 
Tembec Finance Corporation                   Sr. Notes                    9.875      2005       2,500,000      2,325,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               8,405,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
GAMING (2.9%) 
Boyd Gaming Corporation                      Sr. Notes (Subord.)         10.750      2003       1,000,000      1,035,000 
Colorado Gaming and Entertainment Company    Sr. Secd. PIK Notes         12.000      2003       1,958,427      1,821,337 

                                      10 
<PAGE>

Grand Palais Casino Incorporated (8/15/94- 
$2,488,391)(b)(c)(d)                         Sr. Secd. PIK Notes         18.250%     1997      $2,488,391     $       25 
HMH Properties, Incorporated                 Sr. Secd. Notes              9.500      2005       1,500,000      1,440,000 
Showboat, Incorporated                       Sr. Notes (Subord.)         13.000      2009       1,000,000      1,140,000 
Starcraft Corporation (b)(c)(d)              Notes (Subord.)             16.500      1998         750,000         15,000 
Trump Atlantic City Associates               1st Mtge. Notes             11.250      2006       1,000,000        975,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               6,426,362 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
HEALTHCARE (0.4%) 
Regency Health Services, Incorporated        Sr. Notes (Subord.)          9.875      2002       1,000,000        970,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
HOUSING (0.9%) 
Continental Homes Holding Corporation        Sr. Notes                   10.000      2006       1,000,000        950,000 
Schuller International Group, Incorporated   Sr. Notes                   10.875      2004       1,000,000      1,080,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               2,030,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
MANUFACTURING (1.1%) 
Alpine Group, Incorporated                   Sr. Notes                   12.250      2003       1,000,000      1,020,000 
Koppers Industries, Incorporated             Sr. Notes                    8.500      2004       1,550,000      1,476,375 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               2,496,375 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
METALS/MINERALS (1.3%) 
AK Steel Corporation                         Sr. Notes                   10.750      2004         750,000        811,875 
GS Technologies Operations, Incorporated     Sr. Notes                   12.250      2005       1,000,000      1,027,500 
Jorgensen Earle                              Sr. Notes                   10.750      2000       1,000,000        990,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               2,829,375 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
RETAIL (1.3%) 
Cole National Group, Incorporated            Sr. Notes                   11.250      2001       1,000,000      1,050,000 
Finlay Fine Jewelry Corporation              Sr. Notes                   10.625      2003       1,000,000        987,500 
Michaels Stores, Incorporated                Sr. Notes                   10.875      2006       1,000,000        990,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               3,027,500 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
TELECOMMUNICATIONS (1.1%) 
Bell Cablemedia PLC (Eff. Yield 10.67%)(e)   Sr. Disc. Notes              0.000      2005       2,000,000      1,240,000 
Teleport Communications Group                Sr. Notes                    9.875      2006       1,200,000      1,152,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               2,392,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
TRANSPORTATION (0.9%) 
Eletson Holdings, Incorporated               1st Pfd. Mtge. Notes         9.250      2003       1,000,000        955,000 
Gearbulk Holding Limited                     Sr. Notes                   11.250      2004       1,000,000      1,040,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               1,995,000 

                                                                                                 (continued on next page)

                                      11 
<PAGE>

- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
WIRELESS COMMUNICATIONS (1.7%) 
Centennial Cellular Corporation               Sr. Notes                   8.875%     2001     $ 1,000,000    $   930,000 
Mobile Telecommunication Technology           Sr. Notes                  13.500      2002       1,000,000      1,055,000 
Rogers Cantel                                 Sr. Deb.                    9.375      2008       1,000,000        970,000 
Vanguard Cellular Systems, Incorporated       Deb.                        9.375      2006       1,000,000        965,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                                                               3,920,000 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
TOTAL INDUSTRIAL BONDS & NOTES (COST--$75,507,476)                                                            70,621,648 
- -------------------------------------------------------------------------------     -------    -----------   ------------ 
MORTGAGE-BACKED SECURITIES (18.7%) 
FHLMC Participation Certificate Pool 
#607352                                                                   7.694      2022      24,900,000     11,981,648 
FNMA Grantor Trust 95-T5A                                                 7.000      2035       1,500,000      1,202,013 
FNMA Pool #322356                                                         7.000      2025       4,602,585      4,372,687 
FNMA Pool #324193                                                         7.000      2025       6,261,500      5,833,333 
GNMA Pool #354714                                                         6.500      2023      11,613,669      9,796,589 
GNMA Pool #780163                                                         6.500      2009      10,000,000      8,509,694 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
TOTAL MORTGAGE-BACKED SECURITIES (COST--$42,392,278)                                                          41,695,964 
- ---------------------------------------------------------------------     ------    -------    -----------   ------------ 
FOREIGN BONDS (U.S. DOLLARS) (22.3%) 
Celulose Nipo Brasileiras                 Unsecd. Deb.                    9.375      2003       3,750,000      3,726,563 
Grupo Industrial Durango S.A.             Notes                          12.000      2001       2,500,000      2,521,875 
Grupo Industrial Durango S.A.             Notes                          12.625      2003         400,000        403,500 
Grupo Televisa S.A. (f)                   Sr. Notes                      11.875      2006       2,900,000      2,936,250 
Indah Kiat International Finance Co.      Gtd. Sr. Secd. Notes           11.375      1999       2,000,000      2,100,000 
Indah Kiat International Finance Co.      Gtd. Sr.  Secd. Notes          11.875      2002       3,000,000      3,210,000 
Intermedia Capital Partners (f)           Sr. Notes                      11.250      2006         500,000        501,250 
Ispat Mexicana S.A.                       Sr. Unsecd. Deb.               10.375      2001       2,000,000      1,940,000 
Klabin Fabricadora Papel                  Unsecd. Deb.                   11.000      1998       2,000,000      2,037,500 
Klabin Fabricadora Papel                  Unsecd. Deb.                   10.000      2001       5,000,000      4,950,000 
Nuevo Energy Company                      Sr. Notes (Subord.)             9.500      2006       1,000,000        980,000 
Telecom Argentina                         Unsecd. Deb.                    8.375      2000       9,000,000      8,554,500 
Telecom Argentina (f)                     Unsecd. Deb.                    8.375      2000       1,440,000      1,375,200 
Telecom Brasil                            Bonds                          10.000      1997       4,852,000      4,949,040 
Telefonica de Argentina                   Unsecd. Deb.                    8.375      2000       1,000,000        962,500 
Telefonica de Argentina                   Unsecd. Deb.                   11.875      2004       6,000,000      6,360,000 
Vencemos Financing (f)                    Unsecd. Deb.                    9.250      1996         150,000        150,000 
Yacimientos Petroliferos Fiscales S.A. 
(YPF)                                     Unsecd. Notes                   8.000      2004       2,300,000      2,041,250 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
TOTAL FOREIGN BONDS (U.S. DOLLARS) (COST--$48,725,761)                                                        49,699,428 
- -------------------------------------------------------------------------------------------------------------------------

                                      12 
<PAGE>

- ---------------------------------------------------------------------     ------    -------    -----------   ------------ 
FOREIGN BONDS (NON U.S. DOLLARS) (19.6%) 
Denmark (Kingdom of)                               Deb.                   8.000%       2003    70,500,000    $ 13,177,461 
                                                                                     Danish   Krone 
Italy (Republic of)                                Deb.                   9.500        2006 13,250,000,000      8,784,868 
                                                                                    Italian    Lira 
New Zealand Government                             Deb.                   8.000        2001     9,500,000       6,450,593 
                                                                                        New Zealand Dollar 
Sweden (Kingdom of)                                Deb.                  10.250        2003    91,000,000      15,359,518 
                                                                                    Swedish   Krona 
- -------------------------------------------     ----------------------    ------    ----------------------   ------------ 
TOTAL FOREIGN BONDS (NON U.S. DOLLARS) (COST--$40,175,830)                                                     43,772,440 
- -------------------------------------------------------------------------------     -------    -----------   ------------ 
U.S. GOVERNMENT ISSUES (6.0%) 
U.S. Treasury Bonds (h)                                                   7.875        2021    $7,998,000       8,709,102 
U.S. Treasury Notes                                                       6.250        1998     4,300,000       4,302,666 
U.S. Treasury Notes                                                       6.250        2000       500,000         495,155 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
TOTAL U.S. GOVERNMENT ISSUES (COST--$13,245,149)                                                               13,506,923 
- -------------------------------------------------------------------------------     -------    -----------   ------------ 
TOTAL FIXED INCOME (COST--$220,046,494)                                                                       219,296,403 
- -------------------------------------------------------------------------------     -------    -----------   ------------ 
                                                                                                 Shares 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
COMMON STOCKS/WARRANTS (0.7%) 
Casino America, Incorporated (b)                                                                  110,614         753,558 
Casino America, Incorporated, wts. (b)                                                             19,582          19,582 
Colorado Gaming and Entertainment Company (b)                                                     195,842         636,487 
Grand Palais Casinos, Inc., Series A, wts. (8/15/94-$727)(b)(c)                                    72,794              73 
Grand Palais Casinos, Inc., Series B, wts. (8/15/94-$397)(b)(c)                                    39,706              40 
Grand Palais Casinos, Inc., Series C, wts. (8/15/94-$3,507)(b)(c)                                 350,735             351 
Grand Palais Casinos, Inc., Series D, wts. (8/15/94-$-0-)(b)(c)                                   160,136             160 
Grand Palais Casinos, Inc., wts. (8/15/94-$57)(b)(c)                                               87,342              87 
Iowa Select Farms, wts. (2/4/94-$955,122)(b)(c)                                                   117,800         117,800 
Nextel Communications Incorporated, wts. (b)                                                        4,820              48 
Pagemart, Inc., wts. (b)(f)                                                                        13,340          80,040 
- -------------------------------------------------------------------------------     -------    -----------   ------------ 
TOTAL COMMON STOCKS/WARRANTS (COST--$3,231,103)                                                                 1,608,226 
- -------------------------------------------------------------------------------     -------    -----------   ------------ 
PREFERRED STOCK (0.6%) (COST--$2,106,054) 
Ampex Corp. (b)(c)                                                                                  2,156       1,317,047 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
                                                                         Coupon    Maturity    Maturity 
                                                                          Rate       Date        Value 
- -------------------------------------------     ----------------------    ------    -------    -----------   ------------ 
REPURCHASE AGREEMENT (0.2%) (COST--$500,000) 
Keystone Joint Repurchase Agreement (Investments in repurchase 
agreements, in a joint trading account, dated 7/31/96) (g)                5.687%   08/01/96     $500,079          500,000 
- ---------------------------------------------------------------------     ------    -------    -----------   ------------ 
</TABLE>

                                                        (continued on next page)

                                      13 
<PAGE>

<TABLE>
<CAPTION>
                                                                      Market 
                                                                      Value 
- -------------------------------------------------------------------------------- 
<S>                                                                <C>
TOTAL INVESTMENTS (COST--$225,883,651)(A)                          $222,721,676 
OTHER ASSETS AND LIABILITIES--NET (0.3%)                                601,086 
- --------------------------------------------------------------------------------
NET ASSETS (100.0%)                                                $223,322,762 
- --------------------------------------------------------------------------------
</TABLE>

(a) The cost of investments for federal income tax purposes is $226,402,398. 
    Gross unrealized appreciation and depreciation of investments, based on 
    idenified tax cost at July 31, 1996 are as follows: 
<TABLE>
<CAPTION>
                           <S>                                    <C>
                           Gross unrealized appreciation           $  6,433,451 
                           Gross unrealized depreciation            (10,114,173) 
                                                                  --------------
                           Net unrealized depreciation            ($  3,680,722) 
                                                                  ==============
</TABLE>
(b) Non-income producing. 

(c) All or a portion of these securities are either (1) restricted securities 
    (i.e., securities which may not be publicly sold without registration 
    under the Federal Securities Act of 1933) or (2) illiquid securities, and 
    are valued using market quotations where readily available. In the 
    absence of market quotations, the securities are valued based upon their 
    fair value determined under procedures approved by the Board of Trustees. 
    The Fund may make investments in an amount up to 15% of the value of the 
    Fund's net assets in such securities. The date of acquisition and cost 
    are set forth in parentheses after the title of each restricted security. 
    On the date of acquisition there were no market quotations on similar 
    securities and the above securities were valued at acquisition costs. At 
    July 31, 1996, the fair value of these restricted securities was 
    $3,272,072 (1.47% of the Fund's net assets). 

(d) Securities which have defaulted on payment of interest and/or principal. 
    The Fund has stopped accruing income on these securities. At July 31, 
    1996, the market value of these securities was $15,025. 

(e) Effective yield (calculated at the date of purchase) is the yield at 
    which the bond accretes on an annual basis until maturity date. 

(f) Securities that may be resold to "qualified institutional buyers" under 
    Rule 144A or securities offered pursant to Section 4(2) of the Securities 
    Act of 1933, as amended. These securities have been determined to be 
    liquid under guidelines established by the Board of Trustees. 

(g) The repurchase agreements are fully collateralized by U.S. government 
    and/or agency obligations based on market prices at July 31, 1996. 

(h) $2,000,000 principal amount of this security is used as collateral for a 
    reverse repurchase agreement at July 31, 1996. 

Legend of Portfolio Abbreviations: 

FHLMC--Federal Home Loan Mortgage Corporation 

FNMA--Federal National Mortgage Association 

GNMA--Government National Mortgage Association 

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

<TABLE>
<CAPTION>
                                          U.S. $ Value at   In Exchange    Net Unrealized 
Exchange                                  July 31, 1996      for U.S. $    Appreciation/ 
  Date                                                                     (Depreciation) 
- --------     ---------    ------------    -----------       ---------   -------------- 
<S>        <C>           <C>              <C>               <C>             <C>
Forward Foreign Currency Exchange Contracts to Sell: 
                      Contracts to Deliver 
           ---------------------------------------- 
8/20/96    18,670,638    Danish Krone     3,282,480         3,159,000     ($123,480) 
8/20/96    25,024,580    Swedish Krona    3,784,253         3,700,000       (84,253) 
                                                                            -------- 
Net Unrealized Depreciation on Forward Foreign Currency Exchange 
Contracts                                                                 ($207,733) 
                                                                            ======== 

See Notes to Financial Statements. 

</TABLE>

                                      14 
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Year Ended July 31, 
                                   1996      1995     1994(c)     1993       1992 
- --------------------------------- --------  -------    --------  -------   --------- 
<S>                              <C>       <C>        <C>       <C>        <C>
Net asset value beginning
of year                          $  6.89   $  7.35    $ 7.86    $ 7.02     $  6.10 
- -----------------------------     -------    ------    -------    ------   -------- 
Income from investment 
operations: 
Net investment income               0.54      0.64       0.61      0.69       0.78 
Net realized and unrealized 
gain (loss) on investments, 
closed futures contracts and 
forward foreign currency 
related transactions               (0.09)    (0.45)     (0.44)     0.89       0.89 
- -----------------------------     -------    ------    -------    ------   -------- 
Total from investment 
operations                          0.45      0.19       0.17      1.58       1.67 
- -----------------------------     -------    ------    -------    ------   -------- 
Less distributions from: 
Net investment income              (0.52)    (0.60)     (0.61)    (0.72)     (0.75) 
In excess of investment 
income                                 0     (0.03)     (0.03)    (0.02)         0 
Tax basis return of capital        (0.05)    (0.02)     (0.04)        0          0 
Net realized gains on 
investments                            0         0          0         0          0 
- -----------------------------     -------    ------    -------    ------   -------- 
Total distributions                (0.57)    (0.65)     (0.68)    (0.74)     (0.75) 
- -----------------------------     -------    ------    -------    ------   -------- 
Net asset value end 
of year                            $6.77     $6.89      $7.35     $7.86      $7.02 
- -----------------------------     -------    ------    -------    ------   -------- 
Total return (a)                    6.84%     3.00%      1.86%    24.13%     28.73% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                     1.30%(d)    1.33%     1.32%    1.80%      2.09% 
 Total expenses excluding 
 reimbursement                      1.30%(d)    1.33%     1.32%    1.80%      2.12% 
 Net investment income              8.05%     9.31%      7.79%     9.50%     11.73% 
Portfolio turnover rate              101%       95%        92%      151%        95% 
- -----------------------------     -------    ------    -------    ------   -------- 
Net assets end of year 
(thousands)                      $68,118   $85,970   $105,181   $85,793    $70,459 
- -----------------------------     -------    ------    -------    ------   -------- 
</TABLE>

<TABLE>
<CAPTION>
                                                                            February 13, 
                                                                                1987 
                                                                            (Commencement 
                                                                           of Operations) 
                                                                                 to 
                                  1991      1990       1989       1988      July 31, 1987 
- -----------------------------     ------    ------    -------    -------   --------------- 
<S>                             <C>       <C>       <C>        <C>             <C>
Net asset value beginning of 
year                            $  7.17   $  9.02   $   9.36   $  10.04        $10.00 
- -----------------------------     ------    ------    -------    -------   --------------- 
Income from investment 
operations: 
Net investment income              0.89      1.03       1.10       1.05          0.22 
Net realized and unrealized 
gain (loss) on investments, 
closed futures contracts and 
forward foreign currency 
related transactions              (1.01)    (1.79)     (0.31)     (0.65)         0.00 
- -----------------------------     ------    ------    -------    -------   --------------- 
Total from investment 
operations                        (0.12)    (0.76)      0.79       0.40          0.22 
- -----------------------------     ------    ------    -------    -------   --------------- 
Less distributions from: 
Net investment income             (0.89)    (1.04)     (1.11)     (1.08)        (0.18) 
In excess of investment 
income                            (0.06)    (0.05)         0          0             0 
Tax basis return of capital           0         0          0          0             0 
Net realized gains on 
investments                           0         0      (0.02)         0             0 
- -----------------------------     ------    ------    -------    -------   --------------- 
Total distributions               (0.95)    (1.09)     (1.13)     (1.08)        (0.18) 
- -----------------------------     ------    ------    -------    -------   --------------- 
Net asset value end 
of year                         $  6.10   $  7.17   $   9.02   $  9.36         $10.04 
- -----------------------------     ------    ------    -------    -------   --------------- 
Total return (a)                   0.54%    (8.55%)     9.00%      4.49%         2.20% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                    2.00%     2.00%      1.81%      1.28%         1.00%(b) 
 Total expenses excluding 
 reimbursement                     2.25%     2.01%      1.90%      2.08%         6.08%(b) 
 Net investment income            15.23%    12.91%     12.06%     10.98%        10.12%(b) 
Portfolio turnover rate              82%       36%        73%        46%           13% 
- -----------------------------     ------    ------    -------    -------   --------------- 
Net assets end of year 
(thousands)                     $70,246   $83,106   $138,499   $114,310        $8,191 
- -----------------------------     ------    ------    -------    -------   --------------- 
</TABLE>
(a) Excluding applicable sales charges. 

(b) Annualized for the period from April 14, 1987 (Commencement of Investment 
    Operations) to July 31, 1987. 

(c) Calculation based on average shares outstanding. 

(d) Ratio of total expenses to average net assets for the year ended July 31, 
    1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.28%. 

See Notes to Financial Statements. 

                                      15 
<PAGE>

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

<TABLE>
<CAPTION>
                                                          Year Ended July 31, 
                                                                                     February 1, 1993 
                                                                                     (Date of Initial 
                                                                                     Public Offering) 
                                                      1996       1995     1994(c)    to July 31, 1993 
- ------------------------------------------------------ -------- --------   --------  ----------------- 
<S>                                                <C>        <C>        <C>             <C>
Net asset value beginning of year                  $   6.92   $   7.38   $   7.89        $  7.07 
- ------------------------------------------------     -------    -------    -------   --------------- 
Income from investment operations: 
Net investment income                                  0.50       0.60       0.55           0.24 
Net realized and unrealized gain (loss) on 
investments, closed futures contracts and 
forward foreign currency related transactions         (0.09)     (0.47)     (0.44)          0.92 
- ------------------------------------------------     -------    -------    -------   --------------- 
Total from investment operations                       0.41       0.13       0.11           1.16 
- ------------------------------------------------     -------    -------    -------   --------------- 
Less distributions from: 
Net investment income                                 (0.47)     (0.55)     (0.55)         (0.24) 
In excess of net investment income                        0      (0.03)     (0.03)         (0.10) 
Tax basis return of capital                           (0.05)     (0.01)     (0.04)             0 
- ------------------------------------------------     -------    -------    -------   --------------- 
Total distributions                                   (0.52)     (0.59)     (0.62)         (0.34) 
- ------------------------------------------------     -------    -------    -------   --------------- 
Net asset value end of year                        $   6.81   $   6.92   $   7.38        $  7.89 
- ------------------------------------------------     -------    -------    -------   --------------- 
Total return (a)                                       6.21%      2.12%      1.10%         16.75% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                        2.07%(d)     2.06%     2.07%         2.37%(b) 
 Net investment income                                 7.28%      8.58%      7.11%          7.18%(b) 
Portfolio turnover rate                                 101%        95%        92%           151% 
- ------------------------------------------------     -------    -------    -------   --------------- 
Net assets end of year (thousands)                 $123,389   $149,091   $162,866        $35,415 
- ------------------------------------------------------------------------------- -------------------- 
</TABLE>
(a) Excluding applicable sales charges 

(b) Annualized 

(c) Calculation based on average shares outstanding. 

(d) Ratio of total expenses to average net assets for the year ended July 31, 
    1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 2.05%. 

See Notes to Financial Statements. 

                                      16 
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                     February 1, 1993 
                                                                                     (Date of Initial 
                                                        Year Ended July 31,          Public Offering) 
                                                      1996      1995    1994(c)      to July 31, 1993 
- ------------------------------------------------     -------    ------    ------   --------------- 
<S>                                                 <C>        <C>       <C>            <C>
Net asset value beginning of year                   $6.92      $7.37     $7.88          $7.07 
- ------------------------------------------------     -------    ------    ------   --------------- 
Income from investment operations: 
Net investment income                                  0.49      0.59      0.55           0.24 
Net realized and unrealized gain (loss) on 
investments, closed futures contracts and 
forward foreign currency related transactions         (0.09)    (0.45)    (0.44)          0.91 
- ------------------------------------------------     -------    ------    ------   --------------- 
Total from investment operations                       0.40      0.14      0.11           1.15 
- ------------------------------------------------     -------    ------    ------   --------------- 
Less distributions from: 
Net investment income                                 (0.47)    (0.55)    (0.55)         (0.24) 
In excess of net investment income                        0     (0.03)    (0.03)         (0.10) 
Tax basis return of capital                           (0.05)    (0.01)    (0.04)             0 
- ------------------------------------------------     -------    ------    ------   --------------- 
Total distributions                                   (0.52)    (0.59)    (0.62)         (0.34) 
- ------------------------------------------------     -------    ------    ------   --------------- 
Net asset value end of year                         $6.80      $6.92     $7.37          $7.88 
- ------------------------------------------------     -------    ------    ------   --------------- 
Total return (a)                                       6.07%     2.27%     1.09%         16.61% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                        2.07%(d)    2.08%    2.07%         2.25%(b) 
 Net investment income                                 7.29%     8.56%     7.09%          7.35%(b) 
Portfolio turnover rate                                 101%       95%       92%           151% 
- ------------------------------------------------     -------    ------    ------   --------------- 
Net assets end of year (thousands)                  $31,816   $46,221   $59,228        $19,706 
- ------------------------------------------------     -------    ------    ------   --------------- 
</TABLE>
(a) Excluding applicable sales charges 

(b) Annualized 

(c) Calculation based on average shares outstanding. 

(d) Ratio of total expenses to average net assets for the year ended July 31, 
    1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 2.05%. 

See Notes to Financial Statements. 

                                      17 
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES 
July 31, 1996 

<TABLE>
<CAPTION>
Assets (Note 3) 
<S>                                                        <C>
 Investments at market value 
  (identified cost--$225,883,651)                         $222,721,676 
 Cash                                                          145,431 
 Receivable for: 
  Investments sold                                           1,294,074 
  Fund shares sold                                             157,880 
  Interest                                                   4,542,928 
 Prepaid expenses and other assets                             168,577 
- ----------------------------------------------------    ------------- 
   Total assets                                            229,030,566 
- ----------------------------------------------------    ------------- 
Liabilities (Notes 2, 3 and 5) 
 Payable for: 
  Investments purchased                                      2,073,892 
  Reverse repurchase agreement                               2,237,856 
  Fund shares redeemed                                         352,972 
  Distributions to shareholders                                656,991 
 Net unrealized depreciation on foreign currency 
  exchange contracts                                          207,733 
 Due to related parties                                        16,112 
 Other accrued expenses                                       162,248 
- ----------------------------------------------------    ------------- 
   Total liabilities                                        5,707,804 
- ----------------------------------------------------    ------------- 
Net assets                                               $223,322,762 
- ----------------------------------------------------    ------------- 
Net assets represented by (Note 1) 
 Paid-in capital                                         $297,544,782 
 Accumulated distributions in excess of net 
  investment income                                        (1,169,996) 
 Accumulated net realized loss on investments, 
  closed futures contracts and foreign currency 
  related  transactions                                   (69,700,772) 
 Net unrealized depreciation on investments, foreign 
  currency exchange contracts and related 
  transactions                                             (3,351,252) 
- ----------------------------------------------------    ------------- 
Total net assets                                         $223,322,762 
- ----------------------------------------------------    ------------- 
Net Asset Value Per Share (Note 2) 
 Class A Shares 
  Net assets of $68,118,372 / 10,060,162 shares 
   outstanding                                           $       6.77 
  Offering price per share ($6.77 / 0.9525) (based 
   on a sales charge of 4.75% of the offering price 
   on July 31, 1996)                                     $       7.11 
 Class B Shares 
  Net assets of $123,388,688 / 18,132,004 shares 
  outstanding                                           $        6.81 
 Class C Shares 
  Net assets of $31,815,702 / 4,680,973 shares 
  outstanding                                           $        6.80 
- ----------------------------------------------------    ------------- 
</TABLE>

STATEMENT OF OPERATIONS 
Year Ended July 31, 1996 
<TABLE>
<CAPTION>
 Investment income (Note 1) 
<S>                                     <C>            <C>
 Interest (net of foreign withholding 
  taxes of $48,566)                                    $23,880,913 
 Other income                                              133,017 
- -------------------------------------     ----------   ------------ 
                                                        24,013,930 
- -------------------------------------     ----------   ------------ 
Expenses (Notes 4 and 5) 
 Management fee                         $ 1,663,669 
 Transfer agent fees                        655,455 
 Accounting, auditing and legal fees         79,228 
 Custodian fees                             173,082 
 Trustees' fees and expenses                 30,556 
 Distribution Plan expenses               1,972,005 
 Miscellaneous                              140,311 
- -------------------------------------     ----------   ------------ 
  Total expenses                          4,714,306 
  Less: Expenses paid indirectly 
   (Note 6)                                 (37,066) 
- -------------------------------------     ----------   ------------ 
  Net expenses                                           4,677,240 
- -------------------------------------     ----------   ------------ 
 Net investment income                                  19,336,690 
- -------------------------------------     ----------   ------------ 
Net realized and unrealized loss on 
 investments and foreign  currency 
 related transactions 
 (Notes 1 and 3) 
 Net realized loss on: 
  Investments                            (2,858,545) 
  Foreign currency related 
   transactions                          (1,073,293) 
- -------------------------------------     ----------   ------------ 
 Net realized loss on investments and 
  foreign currency related 
  transactions                                          (3,931,838) 
- -------------------------------------     ----------   ------------ 
 Net change in unrealized 
  appreciation (depreciation) on: 
 Investments                                (48,177) 
 Foreign currency related 
  transactions                              295,422 
- -------------------------------------     ----------   ------------ 
 Net change in unrealized 
  appreciation on investments and 
  foreign currency related 
  transactions                                             247,245 
- -------------------------------------     ----------   ------------ 
 Net realized and unrealized loss on 
  investments and foreign currency 
  related transactions                                  (3,684,593) 
- -------------------------------------     ----------   ------------ 
 Net increase in net assets resulting 
  from operations                                      $15,652,097 
- -------------------------------------     ----------   ------------ 
</TABLE>
See Notes to Financial Statements. 
                                      18 
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS 
<TABLE>
<CAPTION>
                                                                           Year Ended July 31, 
                                                                           1996           1995 
- -------------------------------------------------------------------     -----------   ------------- 
<S>                                                                   <C>             <C>
Operations 
 Net investment income                                                $ 19,336,690    $ 25,856,250 
 Net realized loss on investments, closed futures contracts 
  and foreign currency related transactions                             (3,931,838)    (38,021,996) 
 Net change in unrealized appreciation on investments and foreign 
 currency related transactions                                             247,245      17,203,692 
- -------------------------------------------------------------------     -----------   ------------- 
  Net increase in net assets resulting from operations                  15,652,097       5,037,946 
- -------------------------------------------------------------------     -----------   ------------- 
Distributions to shareholders from (Note 1) 
 Net investment income: 
  Class A Shares                                                        (5,945,153)     (8,015,693) 
  Class B Shares                                                        (9,706,657)    (12,000,626) 
  Class C Shares                                                        (2,690,979)     (3,983,775) 
 In excess of net investment income: 
  Class A Shares                                                                 0        (385,252) 
  Class B Shares                                                                 0        (576,777) 
  Class C Shares                                                                 0        (191,469) 
 Tax basis return of capital: 
  Class A Shares                                                          (564,217)       (199,090) 
  Class B Shares                                                          (921,197)       (298,065) 
  Class C Shares                                                          (255,384)        (98,947) 
- -------------------------------------------------------------------     -----------   ------------- 
Total distributions to shareholders                                    (20,083,587)    (25,749,694) 
- -------------------------------------------------------------------     -----------   ------------- 
Capital share transactions (Note 2) 
 Proceeds from shares sold: 
  Class A Shares                                                         5,908,665      10,254,533 
  Class B Shares                                                        18,284,154      34,092,723 
  Class C Shares                                                         3,935,676      12,856,402 
 Payment for shares redeemed: 
  Class A Shares                                                       (25,781,907)    (27,229,543) 
  Class B Shares                                                       (46,918,273)    (44,185,075) 
  Class C Shares                                                       (19,524,124)    (24,956,159) 
 Net asset value of shares issued in reinvestment of dividends and 
 distributions: 
  Class A Shares                                                         3,365,004       4,322,219 
  Class B Shares                                                         5,354,257       6,821,317 
  Class C Shares                                                         1,848,660       2,742,673 
- -------------------------------------------------------------------     -----------   ------------- 
 Net decrease in net assets resulting from capital share 
transactions                                                           (53,527,888)    (25,280,910) 
- -------------------------------------------------------------------     -----------   ------------- 
 Total decrease in net assets                                          (57,959,378)    (45,992,658) 
- -------------------------------------------------------------------     -----------   ------------- 
Net assets 
 Beginning of year                                                     281,282,140     327,274,798 
- -------------------------------------------------------------------     -----------   ------------- 
 End of year [including accumulated distributions in excess of 
 net investment income as follows: 1996--($1,169,996) and 
 1995--($1,023,303)](Note 1)                                          $223,322,762    $281,282,140 
- -------------------------------------------------------------------     -----------   ------------- 
</TABLE>
See Notes to Financial Statements. 

                                      19 
<PAGE>

NOTES TO FINANCIAL STATEMENTS 

(1.) Significant Accounting Policies 

Keystone Strategic Income Fund (the "Fund") is a Massachusetts business 
trust for which Keystone Management, Inc. ("KMI") is the Investment Manager 
and Keystone Investment Management Company ("Keystone") is the Investment 
Adviser. Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. 
("KII") and KMI is in turn a wholly-owned subsidiary of Keystone. The Fund is 
registered under the Investment Company Act of 1940, as amended (the "1940 
Act"), as a diversified, open-end investment company. The Fund offers several 
classes of shares. The Fund's investment objective is to seek high current 
income from high yield, foreign and U.S. Government or agency obligations. 

  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, 
which require management to make estimates and assumptions that affect 
amounts reported herein. Although actual results could differ from these 
estimates, any such differences are expected to be immaterial to the net 
assets of the Fund. 

A. Valuation of Securities 

Investments are usually valued at the closing sales price, or in the absence 
of sales and for over-the- counter securities, the mean of the bid and asked 
prices as furnished by an independent pricing service. 

  U.S. Government obligations held by the Fund are valued at the mean between 
the over-the-counter bid and asked prices. Listed corporate bonds, other 
fixed income securities, mortgage and other asset-backed securities, and 
other related securities are valued at prices provided by an independent 
pricing service. In determining value for normal institutional-size 
transactions, the pricing service uses methods based on market transactions 
for comparable securities and various relationships between securities that 
are generally recognized by institutional traders. Security valuations not 
available from an independent pricing service (including restricted 
securities) are valued at fair value as determined in good faith according to 
procedures established by the Board of Trustees. 

  Short-term investments with remaining maturities of 60 days or less are 
carried at amortized cost, which approximates market value. Short-term 
securities with greater than 60 days to maturity are valued at market value. 

B. Repurchase Agreements 

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. 

  Securities pledged as collateral for repurchase agreements are held by the 
custodian on the Fund's behalf. The Fund monitors the adequacy of the 
collateral daily and will require the seller to provide additional collateral 
in the event the market value of the securities pledged falls below the 
carrying value of the repurchase agreement. 

C. Reverse Repurchase Agreements 

The Fund enters into reverse repurchase agreements with qualified 
third-party broker-dealers. Interest on the value of reverse repurchase 
agreements is based upon competitive market rates at the time of issuance. At 
the time the Fund enters into a reverse repurchase agreement, it will 
establish and maintain a segregated account with the custodian containing 
liquid assets having a value not less than the repurchase price 

                                      20 
<PAGE>
 
(including accrued interest). If the counterparty to the transaction is 
rendered insolvent, the ultimate realization of the securities to be 
repurchased by the Fund may be delayed or limited. 

D. Foreign Currency 

The books and records of the Fund are maintained in United States (U.S.) 
dollars. Foreign currency amounts are translated into United States dollars 
as follows: market value of investments, assets and liabilities at the daily 
rate of exchange; purchases and sales of investments, income and expenses at 
the rate of exchange prevailing on the respective dates of such transactions. 
Net unrealized foreign exchange gain (loss) which result from changes in 
foreign currency exchange rates is a component of net unrealized appreciation 
(depreciation) on investments and foreign currency transactions. Net realized 
foreign currency gains and losses resulting from changes in exchange rates 
include foreign currency gains and losses between trade date and settlement 
date on investment securities transactions, foreign currency transactions and 
the difference between the amounts of interest and dividends recorded on the 
books of the Fund and the amount actually received. The portion of foreign 
currency gains and losses related to fluctuations in exchange rates between 
the initial purchase trade date and subsequent sale trade date is included in 
realized gain (loss) on foreign currency transactions. 

E. Futures Contracts 

In order to gain exposure to or protect against changes in security values, 
the Fund may buy and sell futures contracts. 

  The initial margin deposited with a broker when entering into a futures 
transaction is subsequently adjusted by daily payments or receipts as the 
value of the contract changes. Such changes are recorded as unrealized gains 
or losses. Realized gains or losses are recognized on closing the contract. 

  Risks of entering into futures contracts include (i) the possibility of an 
illiquid market for the contract, (ii) the possibility that a change in the 
value of the contract may not correlate with changes in the value of the 
underlying instrument or index, (iii) the possibility that Keystone will not 
accurately predict changes in exchange rates, interest rates or market 
prices, and (iv) the credit risk that the other party will not fulfill the 
obligations of the contract. Futures contracts also involve elements of 
market risk in excess of the amount reflected in the statement of assets and 
liabilities. 

F. Forward Foreign Currency Exchange Contracts 

The Fund may enter into forward foreign currency exchange contracts 
("forward contracts") to settle portfolio purchases and sales of securities 
denominated in a foreign currency and to hedge certain foreign currency 
assets. Forward contracts are recorded at the forward rate 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 bears the risk of an unfavorable change in the 
foreign currency exchange rate underlying the forward contract and is subject 
to the credit risk that the other party will not fulfill the obligations of 
the contract. Forward contracts involve elements of market risk in excess of 
the amount reflected in the statement of assets and liabilities. 

G. Security Transactions and Investment Income 

Securities transactions are accounted for no later than one business day 
after the trade date. Realized gains and losses are computed on the 
identified cost basis. Interest income is recorded on the accrual basis and 
includes amortization of discounts and premiums. Dividend income is recorded 
on the ex-dividend date. 

                                      21 
<PAGE>
 
H. Federal Income Taxes 

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 (the 
"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 Code. Accordingly, 
no provision for federal income taxes is required. 

I. Distributions 

The Fund distributes net investment income monthly and net capital gains, if 
any, annually. Distributions to shareholders are recorded at the close of 
business on the ex-dividend date. 

  Income and capital gains distributions to shareholders are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles. These differences are primarily due to 
differing treatment for paydown gains (losses) and foreign security 
transactions for income tax purposes that have been recognized for financial 
statement purposes. 

J. Class Allocations 

Class A shares are offered at a public offering price that includes a 
maximum sales charge of 4.75% payable at the time of purchase. Class B shares 
are sold subject to a contingent deferred sales charge payable upon 
redemption which decreases depending on how long the shares have been held. 
Class B shares purchased on or after June 1, 1995 that have been outstanding 
for eight years will automatically convert to Class A shares. Class B shares 
purchased prior to June 1, 1995 that have been outstanding for seven years 
will automatically convert to Class A shares. Class C shares are sold subject 
to a contingent deferred sales charge payable on shares redeemed within one 
year of purchase. 

  Income, expenses (other than class specific expenses) and realized and 
unrealized gains and losses are prorated among the classes based on the 
relative net assets of each class. Currently, class specific expenses are 
limited to expenses incurred under the Distribution Plan for each class. 

(2.) Capital Share Transactions 

The Fund's Declaration of Trust authorizes the issuance of an unlimited 
number of shares of beneficial interest with no par value. Shares of 
beneficial interest of the Fund are currently divided into Class A, Class B 
and Class C. Transactions in shares of the Fund were as follows: 
<TABLE>
<CAPTION>
                      Year ended July 31, 
Class A               1996           1995 
- ---------------     ----------   ------------ 
<S>                <C>            <C>
Shares sold           862,737      1,476,748 
Shares redeemed    (3,779,494)    (3,933,229) 
Shares issued 
 in reinvestment 
 of dividends and 
 distributions        493,925        630,245 
- ---------------     ----------   ------------ 
Net decrease       (2,422,832)    (1,826,236) 
- ---------------     ----------   ------------ 
Class B 
Shares sold         2,657,436      4,868,980 
Shares redeemed    (6,840,568)    (6,393,919) 
Shares issued 
 in reinvestment 
 of dividends and 
 distributions        781,880        989,682 
- ---------------     ----------   ------------ 
Net decrease       (3,401,252)      (535,257) 
- ---------------     ----------   ------------ 
Class C 
Shares sold           573,201      1,847,558 
Shares redeemed    (2,845,554)    (3,594,976) 
Shares issued 
 in reinvestment 
 of dividends and 
 distributions        270,184        397,992 
- ---------------     ----------   ------------ 
Net decrease       (2,002,169)    (1,349,426) 
- ---------------     ----------   ------------ 
</TABLE>

                                      22 
<PAGE>
 
(3.) Securities Transactions 

Cost of purchases and proceeds from sales of investment securities 
(excluding short-term securities and U.S. government securities) for the year 
ended July 31, 1996 were $251,943,715 and $304,655,949, respectively. 

  As of July 31, 1996, the Fund has a capital loss carryover for federal 
income tax purposes of approximately $65,917,000 that expires as follows: 
$1,843,000--1998, $11,547,000--1999, $12,167,000--2000, $5,288,000--2002 and 
$35,072,000--2004. 

  The average daily balance of reverse repurchase agreements outstanding 
during the year ended July 31, 1996 was approximately $1,621,500 at a 
weighted average interest rate of 5.59%. The maximum amount of borrowing 
during the year was $3,345,994 (including accrued interest). On July 31, 1996 
the Fund had a reverse repurchase agreement outstanding in the amount of 
$2,237,856 (including accrued interest at a rate of 5.73%) maturing on August 
12, 1996. 

(4.) Distribution Plans 

The Fund bears some of the costs of selling its shares under Distribution 
Plans adopted by its Class A, B and C shares pursuant to Rule 12b-1 under the 
1940 Act. Under the Distribution Plans, the Fund pays its principal 
underwriter, Keystone Investment Distributors Company ("KIDC"), a 
wholly-owned subsidiary of Keystone, amounts that are calculated and paid 
daily. 

  The Class A Distribution Plan provides for expenditures, which are currently 
limited to 0.25% annually of the average net assets of the Class A shares, to 
pay expenses related to the distribution of Class A shares. During the year 
ended July 31, 1996, the Fund paid $181,536 to KIDC under the Class A 
Distribution Plan. 

  Pursuant to the Fund's Class B and Class C Distribution Plans, the Fund pays 
a distribution fee not to exceed 1.00% of the average daily net assets of 
Class B and Class C shares, respectively. Of these amounts, 0.75% is used to 
pay distribution expenses and 0.25% is used to pay service fees. 

  During the year ended July 31, 1996, under the Class B Distribution Plans, 
the Fund paid or accrued $1,279,839 for Class B shares purchased before June 
1, 1995 and $119,872 for Class B shares purchased on or after June 1, 1995. 
The Fund paid $390,758 under the Class C Distribution Plan. 

  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, and subject to the discretion of the Independent Trustees, 
payments to KIDC may continue as compensation for its services that had been 
earned while the Distribution Plan was in effect. 

  KIDC intends, but is not obligated, to continue to pay distribution costs 
that exceed the current annual payments from the Fund. KIDC intends to seek 
full payment of such distribution costs from the Fund at such time in the 
future as, and to the extent that, payment thereof by the Class B or Class C 
shares would be within permitted limits. 

  At July 31, 1996 total unpaid distribution costs were $9,880,397 for Class B 
shares purchased before June 1, 1995 and $911,527 for Class B shares 
purchased on or after June 1, 1995. Unpaid distribution costs for Class C 
were $4,739,883 at July 31, 1996. 

  Contingent deferred sales charges paid by redeeming shareholders are paid to 
KIDC. 

(5.) Investment Management Agreement and Other Affiliated Transactions 

Under the terms of the Investment Management Agreement between KMI and the 
Fund, KMI provides investment management and administrative services to 

                                      23 
<PAGE>
 
the Fund. In return, KMI is paid a management fee, computed and paid daily, 
at an annual rate of 2.00% of the Fund's gross investment income plus an 
amount determined by applying percentage rates starting at 0.50% and 
declining as net assets increase to 0.25% 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. In return for its services, Keystone receives an annual fee equal to 
85% of the management fee received by KMI. 

  During the year ended July 31, 1996, the Fund paid or accrued $24,365 to 
Keystone for certain accounting services. The Fund paid or accrued $655,455 
to Keystone Investor Resource Center, Inc., a wholly-owned subsidiary of 
Keystone, for services rendered as the Fund's transfer and dividend 
disbursing agent. 

  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. 

(6.) Expense Offset Arrangement 

The Fund has entered into an expense offset arrangement with its custodian. 
For the year ended July 31, 1996, the Fund incurred total custody fees of 
$173,082 and received a credit of $37,066 pursuant to this expense offset 
arrangement, resulting in a net custody expense of $136,016. The assets 
deposited with the custodian under this expense offset arrangement could have 
been invested in income-producing assets. 

(7.) Subsequent Distribution to Shareholders 

Distributions from net investment income of $0.045 for Class A, $0.041 for 
Class B and $0.041 for Class C were declared payable on September 6, 1996 to 
shareholders of record on August 23, 1996. These distributions are not 
reflected in the accompanying financial statements. 

(8.) Subsequent Event 

On September 6, 1996, Keystone Investments, Inc. entered into an Agreement 
and Plan of Acquisition and Merger (the "Acquisition") with First Union 
Corporation and First Union National Bank of North Carolina ("First Union") 
whereby First Union would acquire all the assets and liabilities of Keystone 
Investments, Inc. Subject to the receipt of the required regulatory and 
shareholder approvals, the Acquisition is expected to take place in late 
December 1996. 

                                      24 
<PAGE>
 
INDEPENDENT AUDITORS' REPORT 

The Trustees and Shareholders 
Keystone Strategic Income Fund 

We have audited the accompanying statement of assets and liabilities of 
Keystone Strategic Income Fund, including the schedule of investments, as of 
July 31, 1996, 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 nine-year period then ended and the period from February 13, 
1987 (commencement of operations) to July 31, 1987 for Class A shares and for 
each of the years in the three-year period ended July 31, 1996 and the period 
from February 1, 1993 (date of initial public offering) to July 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. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audits 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 July 31, 1996 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 Strategic Income Fund as of July 31, 1996, 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 specified in the first paragraph above in 
conformity with generally accepted accounting principles. 

                                                         KPMG Peat Marwick LLP 

Boston, Massachusetts 
September 6, 1996 

                                      25 
<PAGE>
 
FEDERAL TAX STATUS--FISCAL 1996 DISTRIBUTIONS 
(Unaudited) 

  The per share distributions paid to you for fiscal 1996, whether taken in 
shares or cash, are as follows: 

<TABLE>
<CAPTION>
                    Income         Return of 
                  Dividends         Capital 
                 ------------   -------------- 
<S>                  <C>            <C>
CLASS A 
SHARES               0.52            0.05 
                 ============   ============== 
CLASS B 
SHARES               0.47            0.05 
                 ============   ============== 
CLASS C 
SHARES               0.47            0.05 
                 ============   ============== 
</TABLE>
  In January 1997 complete information on calendar year 1996 distributions 
will be forwarded to you to assist in completing your 1996 federal income tax 
return. 

                                      26 
<PAGE>
 

                             Keystone's Services 
                               for Shareholders 

  KEYSTONE AUTOMATED RESPONSE LINE (KARL)--Receive up-to-date account 
information on your balance, last transaction and recent Fund distribution. 
You may also process transactions such as investments, redemptions and 
exchanges using a touch-tone telephone as well as receive quotes on price, 
yield, and total return of your Keystone Fund. Call toll-free, 
1-800-346-3858. 

  EASY ACCESS TO INFORMATION ON YOUR ACCOUNT--Information about your Keystone 
account is available 24 hours a day through KARL. To speak with a Shareholder 
Services representative about your account, call toll-free 1-800-343-2898 
between 8:00 A.M. and 6:00 P.M. Eastern time. Retirement Plan investors 
should call 1-800-247-4075. 

  ADDITIONS TO YOUR ACCOUNT--You can buy additional shares for your account at 
any time, with no minimum additional investment. 

  REINVESTMENT OF DISTRIBUTIONS--You can compound the return on your 
investment by automatically reinvesting your Fund's distributions at net 
asset value with no sales charge. 

  EXCHANGE PRIVILEGE--You may move your money among funds in the same Keystone 
family quickly and easily for a nominal service fee. KARL gives you the added 
ability to move your money any time of day, any day of the week. Keystone 
offers a variety of funds with different investment objectives for your 
changing investment needs. 

  ELECTRONIC FUNDS TRANSFER (EFT)-- Referred to as the "paper-less 
transaction," EFT allows you to take advantage of a variety of preauthorized 
account transactions, including automatic monthly investments and systematic 
monthly or quarterly withdrawals. EFT is a quick, safe and accurate way to 
move money between your bank account and your Keystone account. 

  CHECK WRITING--Shareholders of Keystone Liquid Trust may exercise the check 
writing privilege to draw from their accounts. 

  EASY REDEMPTION--KARL makes redemption services available to you 24 hours a 
day, every day of the year. The amount you receive may be more or less than 
your original account value depending on the value of fund shares at time of 
redemption. 

  RETIREMENT PLANS--Keystone offers a full range of retirement plans, 
including IRA, SEP-IRA, profit sharing, money purchase, and defined 
contribution plans. For more information, please call Retirement Plan 
Services, toll-free at 1-800-247-4075. 

  Keystone is committed to providing you with quality, responsive account 
service. We will do our best to assist you and your financial adviser in 
carrying out your investment plans. 

                                      27 


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