KEYSTONE STRATEGIC INCOME FUND
485B24E, 1996-07-23
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1996

                                                  File Nos. 33-11050
                                                  and 811-4947


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

  Pre-Effective Amendment No.

  Post-Effective Amendment No. 18                                X

                                and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.       18                                  
                         KEYSTONE STRATEGIC INCOME FUND
               (Exact name of Registrant as specified in Charter)

             200 Berkeley Street, Boston, Massachusetts 02116-5034
               (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (617) 338-3200

               Rosemary D, Van Antwerp, Esq., 200 Berkeley Street,
                        Boston, Massachusetts 02116-5034
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

  __X__ immediately  upon filing  pursuant to paragraph (b)
  _____ on (date) pursuant to paragraph (b)
  _____ 60 days after filing pursuant to paragraph (a)(i)
  _____ on (date) pursuant to paragraph (a)(i)
  _____ 75 days after filing pursuant to paragraph (a)(2)
  _____ on (date) pursuant to paragraph (a)(2) of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940,  Registrant has
registered an indefinite  amount of its  securities  under the Securities Act of
1933. The Rule 24f-2 Notice for Registrant's fiscal year ended July 31, 1995 was
filed on September 22, 1995.

<PAGE>

  CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
                             Proposed     Proposed
Title of      Share          Maximum      Maximum
Securities    Amount         Offering     Aggregate    Amount of
Being         Being          Price Per    Offering     Registration
Registered    Registered     Unit*        Price**      Fee
Shares of
Beneficial
Interest,     5,691,077      $7.06        $289,997     $100
Without
Par Value

* Computed under Rule 457(d) on the basis of the offering price per share at the
close of business on July 9, 1996.

** The calculation of the maximum  aggregate  offering price is made pursuant to
Rule 24e-2 under the Investment  Company Act of 1940.  13,922,124  shares of the
Fund were  redeemed  during its fiscal year ended July 31, 1995. Of such shares,
8,272,123  were used as a reduction  pursuant  to Rule 24f-2  during the current
year.  The  remaining  5,650,001  shares are being used for a reduction  in this
filing.

  
<PAGE>



                         KEYSTONE STRATEGIC INCOME FUND
                                   CONTENTS OF

                       POST-EFFECTIVE AMENDMENT NO. 18 to

                             REGISTRATION STATEMENT


         This  Post-Effective  Amendment  No. 18 to  Registration  Statement No.
33-11050/811-4947   incorporates  by  reference,   without  change,   all  other
information  contained  in  Post-Effective  Amendment  No.  17  to  Registration
Statement No. 33-11050/811-4947.





<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for  effectiveness of this Amendment to its Registration  Statement
pursuant to Rule  485(b)  under the  Securities  Act of 1933 and has duly caused
this Amendment to its  Registration  Statement to be signed on its behalf by the
undersigned,   thereunto  duly  authorized,  in  the  City  of  Boston,  in  The
Commonwealth of Massachusetts, on the 18th day of July, 1996.

                                   KEYSTONE STRATEGIC INCOME FUND


                                   By/s/ Rosemary D. Van Antwerp
                                   Rosemary D. Van Antwerp
                                       Senior Vice President and Secretary

Pursuant to the  requirements  of the Securities Act of 1933,  this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated on the 23rd day of July, 1996.

SIGNATURES                       TITLE

/s/ George S. Bissell          Trustee, Chairman of the Board and
George S. Bissell*             Chief Executive Officer


/s/ Albert H. Elfner, III      President and Trustee
Albert H. Elfner, III*

/s/ J. Kevin Kenely            Treasurer (Principal Financial
J. Kevin Kenely*               and Accounting Officer)


/s/ Frederick Amling           Trustee
Frederick Amling*

/s/ Charles A. Austin, III     Trustee
Charles A. Austin, III*

/s/ Edwin D. Campbell          Trustee
Edwin D. Campbell*

/s/ Charles F. Chapin          Trustee
Charles F. Chapin*

/s/ Leroy Keith, Jr.           Trustee
Leroy Keith, Jr.*

/s/ K. Dun Gifford             Trustee
K. Dun Gifford*

/s/ F. Ray Keyser              Trustee
F. Ray Keyser, Jr.*

/s/ David M. Richardson        Trustee
David M. Richardson*

/s/ Richard J. Shima           Trustee
Richard J. Shima*

/s/ Andrew J. Simons           Trustee
Andrew J. Simons*





                             *By /s/ James M. Wall
                                James M. Wall**
                                Attorney-in-Fact

**James M. Wall,  by signing his name hereto,  does hereby sign this document on
behalf  of each of the  above-named  Trustees  and  officers  of the  Registrant
pursuant to powers of attorney duly executed by such persons and attached hereto
as Exhibit 24(b)(19).


<PAGE>

                                INDEX TO EXHIBITS

                                                      
Exhibit Number       Exhibit                         

         1           Declaration of Trust as supplemented1

         2            By-Laws as amended1

         5           (a) Management Agreement1
                     (b) Advisory Agreement1

         6           (a) Principal Underwriting Agreements1
                     (b) Form of Dealer Agreements3

         8           Custodian, Fund Accounting
                     and Recordkeeping Agreement, as amended1

         10          Opinion and Consent of Counsel

         11          Independent Auditors' Consent1

         13          Subscription Agreements4
                     Additional Subscription Agreements2

         14          Model Retirement Plans5

         15          Class A, B, and C Distribution Plans1

         16          Total Return and Current Yield Schedules1

         17          Financial Data Schedules (filed as Exhibit 27)

         18          Multiple Class Plan6

         19          Powers of Attorney



    1Incorporated by reference herein to Post-Effective Amendment
No. 17 to Registration Statement No. 33-11050/811-4947.

    2Incorporated by reference herein to Pre-Effective Amendment
No. 2 to Registration Statement No. 33-11050/811-4947.

    3Incorporated by reference herein to Post-Effective Amendment
No. 10 to Registration Statement No. 33-11050/811-4947.

    4Incorporated by reference herein to Registration Statement
No. 33-11050/811-4947.

    5Incorporated by reference herein to Post-Effective Amendment
No. 66 to Registration Statement No. 2-10527/811-96.

    6Incorporated by reference herein to Post-Effective Amendment
No. 16 to Registration Statement No. 33-11050/811-4947.






                                       July 23, 1996



Keystone Strategic Income Fund
200 Berkeley Street
Boston, Massachusetts  02116-5034

Gentlemen:

     I am Senior Vice  President of and General  Counsel to Keystone  Investment
Management  Company,  investment  adviser to Keystone Strategic Income Fund (the
"Fund").  You have asked for my opinion with respect to the proposed issuance of
5,691,077 additional shares of the Fund.

     To my knowledge,  a Prospectus is on file with the  Securities and Exchange
Commission (the "Commission") as part of Post-Effective  Amendment No. 17 to the
Fund's Registration Statement,  which covers the public offering and sale of the
Fund shares currently registered with the Commission.

     In my opinion,  such  additional  shares,  if issued and sold in accordance
with the Fund's  Declaration  of Trust  ("Declaration  of Trust")  and  offering
Prospectus,  will be legally issued,  fully paid, and nonassessable by the Fund,
entitling  the  holders  thereof to the rights set forth in the  Declaration  of
Trust and subject to the limitations set forth therein.

     My opinion is based upon my examination of the Fund's  Declaration of Trust
and By-Laws; a review of the minutes of the Fund's Board of Trustees authorizing
the  issuance  of such  additional  shares;  and the  Fund's  Prospectus.  In my
examination of such documents,  I have assumed the genuineness of all signatures
and the conformity of copies to originals.

  I hereby consent to the use of this opinion in connection with  Post-Effective
Amendment  No.  18 to  the  Fund's  Registration  Statement,  which  covers  the
registration of such additional shares.

                                                  Sincerely yours,

                                                  /s/ Rosemary D. Van Antwerp

                                                  Rosemary D. Van Antwerp
                                                  Senior Vice President and
                                                  General Counsel

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>          101
<NAME>            KEYSTONE STATEGIC INCOME FUND CLASS A
       
<S>                        <C>
<PERIOD-TYPE>              12-MOS
<FISCAL-YEAR-END>                   JUL-31-1995
<PERIOD-START>             AUG-01-1994
<PERIOD-END>               JUL-31-1995
<INVESTMENTS-AT-COST>                       280,141,383
<INVESTMENTS-AT-VALUE>                      277,027,585
<RECEIVABLES>              46,002,030
<ASSETS-OTHER>             224,650
<OTHER-ITEMS-ASSETS>                        0
<TOTAL-ASSETS>             323,254,265
<PAYABLE-FOR-SECURITIES>                    (750,000)
<SENIOR-LONG-TERM-DEBT>                     0
<OTHER-ITEMS-LIABILITIES>                            (41,222,125)
<TOTAL-LIABILITIES>                 (41,972,125)
<SENIOR-EQUITY>                     0
<PAID-IN-CAPITAL-COMMON>                    126,931,646
<SHARES-COMMON-STOCK>                       12,482,994
<SHARES-COMMON-PRIOR>                       14,309,230
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                      (646,352)
<ACCUMULATED-NET-GAINS>                     0
<OVERDISTRIBUTION-GAINS>                    (39,719,660)
<ACCUM-APPREC-OR-DEPREC>                    (595,766)
<NET-ASSETS>               85,969,868
<DIVIDEND-INCOME>                   0
<INTEREST-INCOME>                   9,746,370
<OTHER-INCOME>             44,042
<EXPENSES-NET>             (1,225,464)
<NET-INVESTMENT-INCOME>                     8,564,948
<REALIZED-GAINS-CURRENT>                    (11,941,931)
<APPREC-INCREASE-CURRENT>                            5,418,200
<NET-CHANGE-FROM-OPS>                       2,041,217
<EQUALIZATION>             0
<DISTRIBUTIONS-OF-INCOME>                            (8,400,945)
<DISTRIBUTIONS-OF-GAINS>                    0
<DISTRIBUTIONS-OTHER>                       (199,090)
<NUMBER-OF-SHARES-SOLD>                     1,476,748
<NUMBER-OF-SHARES-REDEEMED>                          (3,933,229)
<SHARES-REINVESTED>                 630,245
<NET-CHANGE-IN-ASSETS>                      (19,211,609)
<ACCUMULATED-NII-PRIOR>                     0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                     (598,736)
<OVERDIST-NET-GAINS-PRIOR>                           (27,976,811)
<GROSS-ADVISORY-FEES>                       (611,983)
<INTEREST-EXPENSE>                  0
<GROSS-EXPENSE>                     (1,225,464)
<AVERAGE-NET-ASSETS>                        92,304,894
<PER-SHARE-NAV-BEGIN>                       7.35
<PER-SHARE-NII>                     0.64
<PER-SHARE-GAIN-APPREC>                     (0.45)
<PER-SHARE-DIVIDEND>                        (0.63)
<PER-SHARE-DISTRIBUTIONS>                            0.00
<RETURNS-OF-CAPITAL>                        0.00
<PER-SHARE-NAV-END>                 6.89
<EXPENSE-RATIO>                     1.33
<AVG-DEBT-OUTSTANDING>                      0
<AVG-DEBT-PER-SHARE>                        0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>          102
<NAME>            KEYSTONE STATEGIC INCOME FUND CLASS B
       
<S>                        <C>
<PERIOD-TYPE>              12-MOS
<FISCAL-YEAR-END>                   JUL-31-1995
<PERIOD-START>             AUG-01-1994
<PERIOD-END>               JUL-31-1995
<INVESTMENTS-AT-COST>                       280,141,383
<INVESTMENTS-AT-VALUE>                      277,027,585
<RECEIVABLES>              46,002,030
<ASSETS-OTHER>             224,650
<OTHER-ITEMS-ASSETS>                        0
<TOTAL-ASSETS>             323,254,265
<PAYABLE-FOR-SECURITIES>                    (750,000)
<SENIOR-LONG-TERM-DEBT>                     0
<OTHER-ITEMS-LIABILITIES>                            (41,222,125)
<TOTAL-LIABILITIES>                 (41,972,125)
<SENIOR-EQUITY>                     0
<PAID-IN-CAPITAL-COMMON>                    171,715,133
<SHARES-COMMON-STOCK>                       21,533,256
<SHARES-COMMON-PRIOR>                       22,068,513
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                      (231,627)
<ACCUMULATED-NET-GAINS>                     0
<OVERDISTRIBUTION-GAINS>                    (20,407,520)
<ACCUM-APPREC-OR-DEPREC>                    (1,985,037)
<NET-ASSETS>               149,090,949
<DIVIDEND-INCOME>                   0
<INTEREST-INCOME>                   16,029,131
<OTHER-INCOME>             72,617
<EXPENSES-NET>             (3,130,740)
<NET-INVESTMENT-INCOME>                     12,971,008
<REALIZED-GAINS-CURRENT>                    (19,579,026)
<APPREC-INCREASE-CURRENT>                            8,980,082
<NET-CHANGE-FROM-OPS>                       2,372,064
<EQUALIZATION>             0
<DISTRIBUTIONS-OF-INCOME>                            (12,577,403)
<DISTRIBUTIONS-OF-GAINS>                    0
<DISTRIBUTIONS-OTHER>                       (298,065)
<NUMBER-OF-SHARES-SOLD>                     4,868,980
<NUMBER-OF-SHARES-REDEEMED>                          (6,393,919)
<SHARES-REINVESTED>                 989,682
<NET-CHANGE-IN-ASSETS>                      (13,774,439)
<ACCUMULATED-NII-PRIOR>                     0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                     (306,613)
<OVERDIST-NET-GAINS-PRIOR>                           (1,156,055)
<GROSS-ADVISORY-FEES>                       (1,006,609)
<INTEREST-EXPENSE>                  0
<GROSS-EXPENSE>                     (3,130,740)
<AVERAGE-NET-ASSETS>                        151,749,575
<PER-SHARE-NAV-BEGIN>                       7.38
<PER-SHARE-NII>                     0.60
<PER-SHARE-GAIN-APPREC>                     (0.47)
<PER-SHARE-DIVIDEND>                        (0.58)
<PER-SHARE-DISTRIBUTIONS>                            0.00
<RETURNS-OF-CAPITAL>                        (0.01)
<PER-SHARE-NAV-END>                 6.92
<EXPENSE-RATIO>                     2.06
<AVG-DEBT-OUTSTANDING>                      0
<AVG-DEBT-PER-SHARE>                        0
        

</TABLE>

<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER>          103
<NAME>            KEYSTONE STATEGIC INCOME FUND CLASS C
       
<S>                        <C>
<PERIOD-TYPE>              12-MOS
<FISCAL-YEAR-END>                   JUL-31-1995
<PERIOD-START>             AUG-01-1994
<PERIOD-END>               JUL-31-1995
<INVESTMENTS-AT-COST>                       280,141,383
<INVESTMENTS-AT-VALUE>                      277,027,585
<RECEIVABLES>                               46,002,030
<ASSETS-OTHER>                              224,650
<OTHER-ITEMS-ASSETS>                        0
<TOTAL-ASSETS>                              323,254,265
<PAYABLE-FOR-SECURITIES>                    (750,000)
<SENIOR-LONG-TERM-DEBT>                     0
<OTHER-ITEMS-LIABILITIES>                   (41,222,125)
<TOTAL-LIABILITIES>                         (41,972,125)
<SENIOR-EQUITY>                             0
<PAID-IN-CAPITAL-COMMON>                    54,169,796
<SHARES-COMMON-STOCK>                       6,683,142
<SHARES-COMMON-PRIOR>                       8,032,568
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                      (145,324)
<ACCUMULATED-NET-GAINS>                     0
<OVERDISTRIBUTION-GAINS>                    (6,785,455)
<ACCUM-APPREC-OR-DEPREC>                    (1,017,694)
<NET-ASSETS>                                46,221,323
<DIVIDEND-INCOME>                           0
<INTEREST-INCOME>                           5,349,848
<OTHER-INCOME>                              23,884
<EXPENSES-NET>                              (1,053,438)
<NET-INVESTMENT-INCOME>                     4,320,294
<REALIZED-GAINS-CURRENT>                    (6,501,039)
<APPREC-INCREASE-CURRENT>                   2,805,410
<NET-CHANGE-FROM-OPS>                       624,665
<EQUALIZATION>             0
<DISTRIBUTIONS-OF-INCOME>                            (4,175,244)
<DISTRIBUTIONS-OF-GAINS>                    0
<DISTRIBUTIONS-OTHER>                       (98,947)
<NUMBER-OF-SHARES-SOLD>                     1,847,558
<NUMBER-OF-SHARES-REDEEMED>                          (3,594,976)
<SHARES-REINVESTED>                 397,992
<NET-CHANGE-IN-ASSETS>                      (13,006,610)
<ACCUMULATED-NII-PRIOR>                     0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                     (184,578)
<OVERDIST-NET-GAINS-PRIOR>                           (394,264)
<GROSS-ADVISORY-FEES>                       (335,820)
<INTEREST-EXPENSE>                  0
<GROSS-EXPENSE>                     (1,053,438)
<AVERAGE-NET-ASSETS>                        50,671,137
<PER-SHARE-NAV-BEGIN>                       7.37
<PER-SHARE-NII>                     0.59
<PER-SHARE-GAIN-APPREC>                     (0.45)
<PER-SHARE-DIVIDEND>                        (0.58)
<PER-SHARE-DISTRIBUTIONS>                            0.00
<RETURNS-OF-CAPITAL>                        (0.01)
<PER-SHARE-NAV-END>                 6.92
<EXPENSE-RATIO>                     2.08
<AVG-DEBT-OUTSTANDING>                      0
<AVG-DEBT-PER-SHARE>                        0
        

</TABLE>

<PAGE>

                                                               Exhibit 24(b)(19)

                               POWER OF ATTORNEY


         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief
Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser
or Manager and registering from time to time the shares of such companies, and
generally to do all such things in my name and in my behalf to enable such
investment companies to comply with the provisions of the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.


                                           /s/ George S. Bissell
                                               George S. Bissell
                                               Director/Trustee,
                                               Chairman of the Board



Dated: December 14, 1994

<PAGE>


                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chief Executive Officer and for
which Keystone Custodian Funds, Inc. serves as Adviser or Manager and
registering from time to time the shares of such companies, and generally to do
all such things in my name and in my behalf to enable such investment companies
to comply with the provisions of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange Commission thereunder, hereby ratifying and
confirming my signature as it may be signed by my said attorneys to any and all
registration statements and amendments thereto.




                                           /s/ Albert H. Elfner, III
                                               Albert H. Elfner, III
                                               Director/Trustee,    
                                               President and Chief  
                                               Executive Officer



Dated: December 14, 1994
<PAGE>




                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Rosemary D. Van Antwerp, Jean S.
Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T. Murphy, each of
them singly, my true and lawful attorneys, with full power to them and each of
them to sign for me and in my name in the capacity indicated below any and all
registration statements, including, but not limited to, Forms N-8A, N-8B-1, S-5,
N-1 and N-1A, as amended from time to time, and any and all amendments thereto
to be filed with the Securities and Exchange Commission for the purpose of
registering from time to time all investment companies of which I am now or
hereafter a Director, Trustee or officer and for which Keystone Investment
Management Company serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and in my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.




                                           /s/ J. Kevin Kenely
                                               J. Kevin Kenely
                                               Treasurer



Dated: December 15, 1995

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                           /s/ Frederick Amling   
                                               Frederick Amling
                                               Director/Trustee


Dated: December 14, 1994


<PAGE>


                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                           /s/ Charles A. Austin III
                                               Charles A. Austin III
                                               Director/Trustee


Dated: December 14, 1994


<PAGE>


                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                           /s/ Edwin D. Campbell      
                                               Edwin D. Campbell
                                               Director/Trustee


Dated: December 14, 1994

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                           /s/ Charles F. Chapin
                                               Charles F. Chapin
                                               Director/Trustee


Dated: December 14, 1994

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                           /s/ K. Dun Gifford      
                                               K. Dun Gifford
                                               Director/Trustee


Dated: December 14, 1994

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                           /s/ Leroy Keith, Jr.
                                               Leroy Keith, Jr.
                                               Director/Trustee


Dated: December 14, 1994

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                           /s/ F. Ray Keyser,Jr.
                                               F. Ray Keyser, Jr.
                                               Director/Trustee


Dated: December 14, 1994
<PAGE>




                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.



                                           /s/ David M. Richardson
                                               David M. Richardson
                                               Director/Trustee


Dated: December 14, 1994

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                           /s/ Richard J. Shima
                                               Richard J. Shima
                                               Director/Trustee


Dated: December 14, 1994

<PAGE>



                               POWER OF ATTORNEY



         I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.


                                           /s/ Andrew J. Simons
                                               Andrew J. Simons
                                               Director/Trustee


Dated: December 14, 1994




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