KEYSTONE STRATEGIC INCOME FUND
497, 1997-05-16
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                                      SUPPLEMENT TO THE PROSPECTUSES
                                                    of
                                      KEYSTONE STRATEGIC INCOME FUND
                                               (the "Fund")
                                                   Dated
                            November 29, 1996 as Supplemented January 1, 1997
                                                    and
                            December 10, 1996 as Supplemented December 11, 1996


         The section of each of the Prospectuses  entitled  "Portfolio  Manager"
under "Fund  Management  and  Expenses"  is hereby  supplemented  to reflect the
following:

Portfolio Managers

     The Portfolio Managers of Keystone Strategic Income Fund are Christopher P.
Conkey,  Prescott  B.  Crocker and Richard A.  Wisentaner.  Mr.  Conkey is Chief
Investment  Officer  of Fixed  Income  and Head of the High  Grade Bond Team for
Keystone Investment Management Company. He has managed the portion of the Fund's
portfolio  invested in U.S.  government  securities since 1993. Mr. Conkey,  who
joined  Keystone in 1988,  manages a variety of high quality bond funds. He is a
member  of  Keystone's  Investment  Policy  Committee  and  is  responsible  for
directing the strategy creation process for all high grade products.  Mr. Conkey
has 14 years of investment experience.

     Mr. Crocker is a Senior Vice President,  Senior Portfolio  Manager and Head
of the High Yield  Bond Team at  Keystone  Investment  Management  Company.  Mr.
Crocker  began serving as the manager of the domestic high yield bond portion of
the Fund's portfolio when he joined Keystone in 1997. Prior to joining Keystone,
Mr.  Crocker  was  President  and Chief  Investment  Officer at Boston  Security
Counsellors,  a  private  accounts  investment  management  firm,  and  Managing
Director and Portfolio Manager at Northstar Investment  Management.  Mr. Crocker
has 25 years of experience in fixed income investment management.

     Mr.  Wisentaner is a Vice President and Portfolio Manager on the High Grade
Bond Team at Keystone Investment  Management Company and the lead corporate bond
strategist for the Team. Mr. Wisentaner began managing the international portion
of the  Fund's  portfolio  in 1997.  He served  for two years as a Fixed  Income
Analyst with  Keystone's  International  Team.  Prior to joining  Keystone,  Mr.
Wisentaner was a Corporate Bond Analyst at State Street  Research and Management
for four years. Mr. Wisentaner has 11 years of investment experience.


May 16, 1997




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