KEYSTONE GOVERNMENT SECURITIES FUND, 485B24E, 1996-11-19

KEYSTONE GOVERNMENT SECURITIES FUND
485B24E, 1996-11-19

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1996
File Nos. 33-11052
and 811-4949

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. 20 X

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 20 X

KEYSTONE GOVERNMENT SECURITIES 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, MA 02116-5034
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

- --- immediately upon filing pursuant to paragraph (b)
- -X- on November 29, 1996 pursuant to paragraph (b)
- --- 60 days after filing pursuant to paragraph (a)(1)
- --- on (date) pursuant to paragraph (a)(1)
- --- 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 elected to register an indefinite number of its securities under
the Securities Act of 1933. The Rule 24f-2 Notice for Registrant's fiscal year
ended July 31, 1996 was filed September 25, 1996.

<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, 1,806,988 $9.78 $289,996 $100
Without
Par Value

* Computed under Rule 457(d) on the basis of the offering price per
share at the close of business on November 4, 1996.

** The calculation of the maximum aggregate offering price is made
pursuant to Rule 24e-2 under the Investment Company Act of 1940.
1,777,336 shares of the Fund were redeemed during its fiscal year
ended July 31, 1996. All of such shares are being used for a
reduction in this filing.

<PAGE>
KEYSTONE GOVERNMENT SECURITIES FUND

CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 20
to
REGISTRATION STATEMENT

This Post-Effective Amendment No. 20 to Registration
Statement No. 33-11052/811-4949 consists of the following pages,
items of information and documents.

The Facing Sheet

The Contents Page

The Cross-Reference Sheet

PART A

Prospectus

PART B

Statement of Additional Information

PART C

PART C - OTHER INFORMATION - ITEMS 24(a) and 24(b)

Financial Statements

Independent Auditors' Report

Listing of Exhibits

PART C - OTHER INFORMATION - ITEMS 25-32 - AND SIGNATURE PAGES

Number of Holders of Securities

Business and Other Connections

Principal Underwriter

Location of Accounts and Records

Signatures

Exhibits (including Powers of Attorney)
<PAGE>
KEYSTONE GOVERNMENT SECURITIES FUND

Cross-Reference Sheet pursuant to Rules 404 and 495 under the Securities Act of
1933.

Items in
Part A of
Form N-1A Prospectus Caption
- --------- ------------------

1 Cover Page

2 Fee Table

3 Performance Data
Financial Highlights

4 Cover Page
The Fund
Investment Objective and Policies
Investment Restrictions
Risk Factors
Additional Investment Information

5 Fund Management and Expenses
Additional Information

5A Not applicable

6 The Fund
Dividends and Taxes
Fund Shares
Shareholder Services

7 How to Buy Shares
Alternative Sales Options
Distribution Plans
Shareholder Services
Pricing Shares

8 How to Redeem Shares
Contingent Deferred Sales Charge and
Waiver of Sales Charges

9 Not applicable
<PAGE>
Items in
Part B of
Form N-1A Statement of Additional Information Caption
- --------- -------------------------------------------

10 Cover Page

11 Table of Contents

12 The Fund

13 Investment Policies
Investment Restrictions
Brokerage
Appendix

14 Declaration of Trust
Trustees and Officers

15 Additional Information

16 Distribution Plans
Investment Manager and Investment Adviser
Principal Underwriter
Additional Information

17 Brokerage

18 Declaration of Trust

19 Valuation of Securities
Distribution Plans
Sales Charges

20 Distributions and Taxes

21 Principal Underwriter

22 Standardized Total Return and Yield Quotations

23 Financial Statements

<PAGE>
KEYSTONE GOVERNMENT SECURITIES FUND

PART A

PROSPECTUS

<PAGE>

KEYSTONE GOVERNMENT
SECURITIES FUND
PROSPECTUS NOVEMBER 29, 1996

Keystone Government Securities Fund (the "Fund") is a mutual fund that seeks
the highest possible level of current income, consistent with the safety of
principal and maintenance of liquidity, by investing at least 65% of its
assets in securities issued by or guaranteed as to principal and interest by
the full faith and credit of the United States ("U.S.") government. The Fund
may also invest up to 35% of its assets in securities issued by U.S.
government agencies or instrumentalities that are not guaranteed as to
principal and interest by the U.S. government and in certain money market
instruments, including commercial paper, bank obligations and corporate
obligations.

The Fund offers Class A, B and C shares. Information on share classes and
their fee and sales charge structures may be found in the "Fee Table," "How to
Buy Shares," "Alternative Sales Options," "Contingent Deferred Sales Charge
and Waiver of Sales Charges," "Distribution Plans," and "Fund Shares" sections
of this prospectus.

This prospectus concisely states information about the Fund that you should
know before investing. Please read it and retain it for future reference.

Additional information about the Fund is contained in a statement of
additional information dated November 29, 1996, which has been filed with the
Securities and Exchange Commission and is incorporated by reference into this
prospectus. For a free copy, or for other information about the Fund, write to
the address or call the telephone number provided on this page.

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

TABLE OF CONTENTS
Page

Fee Table 2
Financial Highlights 3
The Fund 6
Investment Objective and Policies 6
Investment Restrictions 8
Risk Factors 8
Pricing Shares 9
Dividends and Taxes 9
Fund Management and Expenses 10
How to Buy Shares 13
Alternative Sales Options 14
Contingent Deferred Sales Charge and
Waiver of Sales Charges 18
Distribution Plans 19
How to Redeem Shares 20
Shareholder Services 22
Performance Data 24
Fund Shares 24
Additional Information 25
Additional Investment Information (i)
Exhibit A A-1

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>

FEE TABLE
KEYSTONE GOVERNMENT SECURITIES FUND

The purpose of this fee table is to assist investors in understanding the
costs and expenses that an investor in each class of shares of the Fund will
bear directly or indirectly. For more complete descriptions of the various
costs and expenses, see the following sections of this prospectus: "Fund
Management and Expenses"; "How to Buy Shares"; "Alternative Sales Options";
"Contingent Deferred Sales Charge and Waiver of Sales Charges"; "Distribution
Plans"; and "Shareholder Services."

<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
FRONT-END BACK-END LEVEL LOAD
SHAREHOLDER TRANSACTION EXPENSES LOAD OPTION LOAD OPTION(1) OPTION(2)
--------- --------- ---------
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases ........... 4.75%(3) None None
(as a percentage of offering price)
Deferred Sales Load ............................... 0.00%(4) 5.00% in the first year 1.00% in the first
(as a percentage of the lesser of original declining to 1.00% in year and 0.00%
purchase price or redemption proceeds, as the sixth year and thereafter
applicable) 0.00% thereafter
Exchange Fee (per exchange)(5) ................... $10.00 $10.00 $10.00
ANNUAL FUND OPERATING EXPENSES(6)
(After Expense Reimbursements)
(as a percentage of average net assets)
Management Fees ................................... 0.65% 0.65% 0.65%
12b-1 Fees ........................................ 0.24% 1.00%(7) 1.00%(7)
Other Expenses .................................... 0.25% 0.24% 0.24%
---- ---- ----
Total Fund Operating Expenses ..................... 1.14% 1.89% 1.89%
==== ==== ====

<CAPTION>
EXAMPLES(8) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each period:
Class A .................................................................. $59 $82 $107 $180
Class B .................................................................. $69 $89 $122 $202
Class C .................................................................. $29 $59 $102 $222
You would pay the following expenses on a $1,000 investment, assuming no
redemption at the end of each period:
Class A .................................................................. $59 $82 $107 $180
Class B .................................................................. $19 $59 $102 $202
Class C .................................................................. $19 $59 $102 $222
AMOUNTS SHOWN IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER
OR LESS THAN THOSE SHOWN.

<FN>
- ----------
(1) Class B shares purchased on or after June 1, 1995 convert tax free to Class A shares after eight years. See "Class B Shares"
for more information.
(2) Class C shares are available only through dealers who have entered into special distribution agreements with Keystone
Investment Distributors Company, the Fund's principal underwriter.
(3) The sales charge applied to purchases of Class A shares declines as the amount invested increases. See "Class A Shares."
(4) Purchases of Class A shares in the amount of $1,000,000 or more and/or purchases made by certain qualifying retirement or
other plans are not subject to a sales charge at the time of purchase, but may be subject to a contingent deferred sales
charge. See the "Class A Shares" and "Contingent Deferred Sales Charge and Waiver of Sales Charges" sections of this
prospectus for an explanation of the charge.
(5) There is no fee for exchange orders received by the Fund directly from a shareholder over the Keystone Automated Response
Line ("KARL"). (For a description of KARL, see "Shareholder Services".)
(6) Expense ratios are for the Fund's fiscal year ended July 31, 1996, after giving effect to the reimbursement by Keystone
Investment Management Company ("Keystone") of expenses in accordance with certain voluntary expense limits. Effective October
2, 1995, Keystone voluntarily limited expenses of Class A, B, and C shares to 1.15%, 1.90% and 1.90%, respectively, of each
such class's average daily net assets. Keystone intends to continue the foregoing expense limits on a calendar month-by-month
basis and may modify or terminate them in the future. Absent voluntary expense limits, expense ratios for the Fund's Class
A, B and C shares would have been 1.41%, 2.17%, and 2.17%, respectively, of average net assets for the fiscal year ended
July 31, 1996. Total Fund Operating Expenses includes indirectly paid expenses.
(7) Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted by the
National Association of Securities Dealers, Inc. ("NASD").
(8) The Securities and Exchange Commission requires use of a 5% annual return figure for purposes of this example. Actual return
for the Fund may be greater or less than 5%.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS

KEYSTONE GOVERNMENT SECURITIES FUND -- CLASS A SHARES

(For a share outstanding throughout each year)

The following table contains important financial information relating to
the Fund and has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors. The table appears in the Fund's Annual Report and should be read in
conjunction with the Fund's financial statements and related notes, which also
appear, together with the independent auditors' report, in the Fund's Annual
Report. The Fund's financial statements, related notes, and independent
auditors' report are incorporated by reference into the statement of
additional information. Additional information about the Fund's performance is
contained in its Annual Report, which will be made available upon request and
without charge.
<TABLE>
<CAPTION>
FEBRUARY 13, 1987
(COMMENCEMENT
YEAR ENDED JULY 31, OF OPERATIONS)
---------------------------------------------------------------------------------------- TO JULY 31,
1996 1995 1994(c) 1993 1992 1991 1990 1989 1988 1987
----- ----- ------- ----- ----- ----- ----- ----- ----- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE
BEGINNING OF YEAR .. $ 9.61 $ 9.48 $ 10.45 $ 10.58 $ 10.18 $ 10.01 $ 10.11 $ 9.74 $ 10.22 $10.00
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income 0.61 0.67 0.57 0.68 0.68 0.76 0.76 0.75 0.75 0.14
Net realized and
unrealized gain
(loss) on
investments ........ (0.18) 0.11 (0.63) 0.46 0.55 0.17 (0.10) 0.35 (0.40) 0.22
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Total from investment
operations ........ 0.43 0.78 (0.06) 1.14 1.23 0.93 0.66 1.10 0.35 0.36
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
LESS DISTRIBUTIONS FROM:
Net investment income (0.60) (0.65) (0.57) (0.68) (0.69) (0.76) (0.76) (0.73) (0.83) (0.14)
In excess of net
investment income .. (0.03) 0 (0.02) (0.06) (0.04) 0 0 0 0 0
Tax basis return of
capital ............ 0 0 (0.06) 0 0 0 0 0 0 0
Net realized gain on
investments ........ 0 0 0 (0.53) (0.10) 0 0 0 0 0
In excess of net
realized gain on
investments ........ 0 0 (0.26) 0 0 0 0 0 0 0
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
Total distributions .. (0.63) (0.65) (0.91) (1.27) (0.83) (0.76) (0.76) (0.73) (0.83) (0.14)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
NET ASSET VALUE END OF
YEAR ............... $ 9.41 $ 9.61 $ 9.48 $ 10.45 $ 10.58 $ 10.18 $ 10.01 $ 10.11 $ 9.74 $10.22
======= ======= ======= ======= ======= ======= ======= ======= ======= ======
TOTAL RETURN (a) ..... 4.51% 8.64% (0.71%) 11.51% 12.45% 9.62% 6.84% 11.89% 3.55% 3.60%
RATIOS/SUPPLEMENTAL DATA
Ratios to average net
assets:
Total expenses ..... 1.14%(b) 1.00% 1.00% 1.41% 1.93% 1.92% 1.91% 1.90% 1.30% 1.00%(d)
Total expenses
excluding
reimbursement .... 1.41% 1.42% 1.35% 1.73% 1.93% 1.92% 1.91% 1.90% 1.30% 1.00%(d)
Net investment
income ........... 6.27% 7.11% 5.97% 6.49% 6.44% 7.46% 7.61% 7.68% 7.29% 5.74%(d)
Portfolio turnover rate 176% 182% 230% 189% 93% 72% 58% 171% 206% 60%
NET ASSETS END OF YEAR
(THOUSANDS) ........ $24,685 $29,776 $38,541 $50,594 $47,892 $55,597 $61,744 $68,493 $73,757 $3,479
<FN>
(a) Excluding applicable sales charges.
(b) 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 1.13% for the year ended July 31, 1996.
(c) Calculation based on average shares outstanding.
(d) Annualized for the period April 14, 1987 (Commencement of Investment Operations) to July 31, 1987.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS

KEYSTONE GOVERNMENT SECURITIES FUND
CLASS B SHARES

(For a share outstanding throughout each year)

The following table contains important financial information relating to
the Fund and has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors. The table is taken from the Fund's Annual Report and should be read
in conjunction with the Fund's financial statements and related notes, which
also appear, together with the independent auditors' report, in the Fund's
Annual Report. The Fund's financial statements, related notes, and independent
auditors' report are incorporated by reference into the statement of
additional information. Additional information about the Fund's performance is
contained in its Annual Report, which will be made available upon request and
without charge.

<TABLE>
<CAPTION>
FEBRUARY 1, 1993
YEAR ENDED JULY 31, (DATE OF INITIAL
------------------------------------------------ PUBLIC OFFERING) TO
1996 1995 1994(c) JULY 31, 1993
---- ---- ---- -------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE BEGINNING OF YEAR $ 9.61 $ 9.48 $ 10.45 $10.32
------- ------- ------- ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income .. 0.53 0.59 0.50 0.26
Net realized and unrealized gain
(loss) on investments .......... (0.18) 0.12 (0.63) 0.22
------- ------- ------- ------
Total from investment operations 0.35 0.71 (0.13) 0.48
------- ------- ------- ------

LESS DISTRIBUTIONS FROM:
Net investment income ............ (0.53) (0.58) (0.49) (0.26)
In excess of net investment income (0.03) 0 (0.03) (0.09)
Tax basis return of capital ...... 0 0 (0.06) 0
In excess of net realized gain on
investments .................... 0 0 (0.26) 0
------- ------- ------- ------
Total distributions .............. (0.56) (0.58) (0.84) (0.35)
------- ------- ------- ------
NET ASSET VALUE END OF YEAR ...... $ 9.40 $ 9.61 $ 9.48 $10.45
======= ======= ======= ======
TOTAL RETURN (a) ................. 3.63% 7.81% (1.44%) 4.69%

RATIOS/SUPPLEMENTAL DATA
Ratios to average net assets:
Total expenses ................. 1.89%(b) 1.75% 1.75% 1.72%(d)
Total expenses excluding
reimbursement ................. 2.17% 2.09% 2.12% 2.28%(d)
Net investment income .......... 5.52% 6.40% 5.32% 5.46%(d)
Portfolio turnover rate .......... 176% 182% 230% 189%
NET ASSETS END OF YEAR (THOUSANDS) $17,694 $18,064 $15,386 $9,223

<FN>
(a) Excluding applicable sales charges.
(b) 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 1.88% for the year ended July 31, 1996.
(c) Calculation based on average shares outstanding.
(d) Annualized.
</FN>
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS

KEYSTONE GOVERNMENT SECURITIES FUND
CLASS C SHARES

(For a share outstanding throughout each year)

The following table contains important financial information relating to the
Fund and has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors. The table is taken from the Fund's Annual Report and should be read in
conjunction with the Fund's financial statements and related notes, which also
appear, together with the independent auditors' report, in the Fund's Annual
Report. The Fund's financial statements, related notes, and independent
auditors' report are incorporated by reference into the statement of additional
information. Additional information about the Fund's performance is contained in
its Annual Report, which will be made available upon request and without charge.

<TABLE>
<CAPTION>
FEBRUARY 1, 1993
YEAR ENDED JULY 31, (DATE OF INITIAL
------------------------------------------------ PUBLIC OFFERING) TO
1996 1995 1994(c) JULY 31, 1993

<S> <C> <C> <C> <C>
NET ASSET VALUE BEGINNING OF YEAR $ 9.62 $ 9.49 $ 10.46 $ 10.32
------ ------ ------- -------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ........ 0.54 0.61 0.50 0.25
Net realized and unrealized
gain (loss) on investments .... (0.19) 0.10 (0.63) 0.24
------ ------ ------- -------
Total from investment operations 0.35 0.71 (0.13) 0.49
------ ------ ------- -------

LESS DISTRIBUTIONS FROM:
Net investment income ......... (0.53) (0.58) (0.50) (0.25)
In excess of net investment income (0.03) 0 (0.02) (0.10)
Tax basis return of capital ... 0 0 (0.06) 0
In excess of net realized gain
on investments .............. 0 0 (0.26) 0
------ ------ ------- -------
Total distributions ........... (0.56) (0.58) (0.84) (0.35)
------ ------ ------- -------
NET ASSET VALUE END OF YEAR ... $ 9.41 $ 9.62 $ 9.49 $ 10.46
====== ====== ======= =======
TOTAL RETURN (a) .............. 3.62% 7.81% (1.44%) 4.79%

RATIOS/SUPPLEMENTAL DATA
Ratios to average net assets:
Total expenses .............. 1.89%(b) 1.75% 1.75% 1.71%(d)
Total expenses excluding
reimbursement ............. 2.17% 2.17% 2.12% 2.17%(d)
Net investment income ....... 5.53% 6.32% 5.32% 5.31%(d)
Portfolio turnover rate ....... 176% 182% 230% 189%
NET ASSETS END OF YEAR (THOUSANDS) $8,293 $9,101 $17,505 $13,286

<PAGE>

THE FUND
The Fund is an open-end, diversified management investment company commonly
known as a mutual fund. The Fund was formed as a Massachusetts business trust
on October 24, 1986. The Fund is one of approximately twenty funds managed by
Keystone Management, Inc. ("Keystone Management"), its investment manager, and
is one of more than thirty funds advised by Keystone Investment Management
Company ("Keystone"), the Fund's investment adviser. Keystone and Keystone
Management are, from time to time, also collectively referred to as
"Keystone."

INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT OBJECTIVE
The Fund seeks the highest possible level of current income, consistent with
the safety of principal and maintenance of liquidity, by investing primarily
in securities issued, or guaranteed as to principal and interest, by the full
faith and credit of the U.S. government.

The Fund's investment objective is fundamental and may not be changed
without the vote of a majority of the Fund's outstanding shares (as defined in
the Investment Company Act of 1940 ("1940 Act"), which means the lesser of
(1) 67% of the shares represented at a meeting at which more than 50% of the
outstanding shares are represented or (2) more than 50% of the outstanding
shares).

Any investment involves risk, and there is no assurance that the Fund will
achieve its investment objective.

PRINCIPAL INVESTMENTS
Under ordinary circumstances, the Fund expects to invest at least 65% of its
assets in Government National Mortgage Association ("GNMA") certificates, U.S.
Treasury securities and such other securities that are issued, or guaranteed
as to principal and interest, by the full faith and credit of the U.S.
government ("U.S. Government Guaranteed Securities"). The Fund may invest in
U.S. Government Guaranteed Securities denominated in foreign currencies. The
Fund may also invest in certain money market instruments and certain other
securities issued by U.S. government agencies or instrumentalities ("Other
Eligible Securities"). (See "Other Eligible Securities.")

While the Fund may invest in securities of any maturity, it is currently
expected that, under normal circumstances, the Fund will not hold securities
with maturities of more than 30 years or less than 5 years (other than certain
money market securities).

U.S. TREASURY SECURITIES. U.S. Treasury securities are debt obligations
issued by the U.S. Treasury on behalf of the U.S. government to provide some
of the funds needed to finance its activities. Treasury securities come in the
form of Treasury bills, notes and bonds. Treasury bills ("T-bills") are issued
on a discount basis and mature within one year or less from the date of issue.
Treasury notes and bonds are intermediate and long-term obligations,
respectively, and entitle the holder to periodic interest payments from the
U.S. Treasury. Treasury securities could also include so-called Treasury
STRIPS. STRIPS involve the separation by the U.S. Treasury of the corpus (face
amount) of the bond or note from the coupon (interest portion). The U.S.
Treasury redeems the bond or note for the face value thereof at maturity and
redeems the stripped coupon (interest portion) beginning at the date
specified thereon.

GNMA CERTIFICATES. The mortgage loans that back the GNMA certificates are
issued by lenders such as mortgage bankers, commercial banks and savings and
loan associations and are either insured by the Federal Housing Administration
("FHA") or Farmers Home Administration ("FmHA") or guaranteed by the Veterans
Administration ("VA").

A "pool" or group of such mortgages is assembled and, after being approved
by GNMA, is offered to investors through securities dealers. Once approved by
GNMA (a government corporation within the U.S. Department of Housing and Urban
Development), the timely payment of interest and principal on each mortgage is
guaranteed by the full faith and credit of the U.S. government. While the
timely payment of principal and interest is guaranteed, the market value of
the GNMA certificate is not. When interest rates rise, the value of a GNMA
certificate held in the Fund may decrease as does the value of other debt
instruments. However, when interest rates decline, the value of the
certificate may not increase as much as that of other debt securities because
of the prepayment features of GNMA certificates.

As mortgage-backed securities, GNMA certificates differ from bonds in that
principal is paid back monthly by the borrower over the term of the loan
rather than returned in a lump sum at maturity. GNMA certificates are called
"pass-through" securities because both interest and principal payments
(including prepayments) are passed through to the holder of the certificate.
If a GNMA certificate is purchased for the Fund at a premium, the premium
would be lost in the event prepayment occurs. Upon receipt, principal payments
will be used by the Fund to purchase additional GNMA certificates, other U.S.
Government Guaranteed Securities or Other Eligible Securities at the then
prevailing market interest rate, which may be less than the rate of interest
on the underlying GNMA certificate.

In addition to its investments in GNMA certificates, the Fund may also
invest, to the extent permitted by its investment policies, in certain other
types of collateralized mortgage obligations ("CMOs") as well as inverse
floating rate CMOs and interest only ("IO") and principal only ("PO") stripped
mortgage obligations, all of whose underlying securities are U.S. Government
Guaranteed Securities. See "Additional Investment Information."

OTHER ELIGIBLE SECURITIES
The Fund may invest up to 35% of its total assets in certain securities
issued by U.S. government agencies or instrumentalities even though such
securities are not guaranteed as to principal and interest by the U.S.
government. Securities issued or guaranteed by U.S. government agencies or
instrumentalities include securities issued or guaranteed by the FHA, FMHA,
Export-Import Bank of the United States, Small Business Administration,
General Services Administration, Central Bank for Cooperatives, Federal Home
Loan Banks, Federal Loan Mortgage Corporation, Federal Intermediate Credit
Banks, Federal Land Banks, Maritime Administration, The Tennessee Valley
Authority, District of Columbia Armory Board and Federal National Mortgage
Association.

U.S. government securities do not include those issued or backed by
international agencies or instrumentalities in which the U.S. government, its
agencies or instrumentalities participate, such as the World Bank, Asian
Development Bank or the Inter-American Development Bank or issues insured by
the Federal Deposit Insurance Corporation.

In addition, the Fund may invest up to 35% of its total assets in the
following types of money market instruments: (1) commercial paper, including
master demand notes, that at the date of investment is rated A-1, the highest
grade given by Standard & Poor's Corporation ("S&P"), PRIME-1, the highest grade
given by Moody's Investors Service ("Moody's") or, if not rated by such
services, is issued by a company that at the date of investment has an
outstanding issue rated A or better by S&P or Moody's; (2) obligations,
including certificates of deposit and bankers' acceptances, of banks or savings
and loan associations having at least $1 billion in assets as of the date of
their most recently published financial statements that are members of the
Federal Deposit Insurance Corporation, including U.S. branches of foreign banks
and foreign branches of U.S. banks; and (3) corporate obligations that at the
date of investment are rated A or better by S&P or Moody's.

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

In addition to its investments in IOs, POs and inverse floating rate CMOs,
forwards, futures and options, the Fund may also invest in certain other types
of derivative instruments, including interest rate swaps, and caps and floors.
These vehicles can also be combined to create more complex products called
hybrid derivatives or structured securities.

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

INVESTMENT RESTRICTIONS
The Fund has adopted the fundamental restrictions summarized below, which
may not be changed without the approval of a 1940 Act majority of the Fund's
outstanding shares. These restrictions and certain other fundamental and non-
fundamental restrictions are set forth in detail in the statement of
additional information.

Generally, the Fund may not do the following: (1) with respect to 75% of its
total assets, invest more than 5% of its total assets in the securities of any
one issuer (other than U.S. Government Securities); and (2) borrow money or
enter into reverse repurchase agreements, except that the Fund may enter into
reverse repurchase agreements or borrow money from banks for temporary or
emergency purposes in aggregate amounts up to one-third of the value of the
Fund's net assets; provided that while borrowings exceed 5% of the Fund's net
assets, any such borrowings will be repaid before additional investments are
made.

RISK FACTORS
Like any investment, your investment in the Fund involves an element of
risk. Before you buy shares of the Fund, you should carefully evaluate your
ability to assume the risks your investment in the Fund poses.

Certain risks related to the Fund are discussed below. In addition to the
risks discussed in this section, specific risks attendant to individual
securities or investment practices are discussed in "Additional Investment
Information" and the statement of additional information.

By itself, the Fund does not constitute a balanced investment program. You
should take into account your own investment objectives as well as your other
investments when considering an investment in the Fund.

Should the Fund need to raise cash to meet a large number of redemptions, it
might have to sell portfolio securities at a time when it would be
disadvantageous to do so.

U.S. GOVERNMENT SECURITIES. While U.S. Government Guaranteed Securities are
guaranteed as to principal and interest, the market value of such securities
is not guaranteed. Generally, the market value of U.S. government securities,
like other fixed income securities, will vary inversely with changes in
interest rates. For example, if interest rates increase after the Fund
purchases a U.S. government security, and the Fund sells the security before
it matures, the Fund may incur a loss on the sale.

Investment yields on relatively short-term investments, such as U.S.
government securities, are subject to substantial and rapid fluctuations.

To the extent that investments are made in Other Eligible Securities, such
investments, despite favorable credit ratings, are subject to some risk of
default.

DERIVATIVES. The market value of derivatives or structured securities may
vary depending upon the manner in which the investments have been structured
and may fluctuate much more rapidly and to a much greater extent. As a result,
the value of such investments may change at a rate in excess of the rate at
which traditional fixed income securities change and, depending on the
structure of the derivative, may change in a manner opposite to the change in
the market value of a traditional fixed income security. See "Additional
Investment Information" and the statement of additional information for a
further discussion of the risks inherent in the use of derivatives.

PRICING SHARES
The net asset value of a Fund share is computed each day on which the New
York Stock Exchange (the "Exchange") is open as of the close of trading on the
Exchange (currently 4:00 p.m. eastern time for the purpose of pricing Fund
shares) except on days when changes in the value of the Fund's portfolio
securities do not affect the current net asset value of its shares. The
Exchange currently is closed on weekends, New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. The net asset value per share of the Fund is arrived at by
determining the value of the Fund's assets, subtracting its liabilities and
dividing the result by the number of its shares outstanding.

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

(1) U.S. government securities, other than Treasury bills, are valued on
the basis of valuations provided by a pricing service approved by the Fund's
Board of Trustees, which uses information with respect to transactions in
bonds, quotations from bond dealers, market transactions in comparable
securities, various relationships between securities and yield to maturity in
determining value.

(2) short-term investments that are purchased with maturities of sixty days
or less are valued at amortized cost (original purchase cost as adjusted for
amortization of premium or accretion of discount), which, when combined with
accrued interest, approximates market.

(3) short-term investments maturing in more than sixty days when purchased
that are held on the sixtieth day prior to maturity are valued at amortized
cost (market value on the sixtieth day adjusted for amortization of premium or
accretion of discount), which, when combined with accrued interest,
approximates market.

(4) All other investments are valued at market value or, where market
quotations are not readily available, at fair value as determined in good
faith according to procedures established by the Fund's Board of Trustees.

DIVIDENDS AND TAXES
The Fund has qualified and intends to continue to qualify as a regulated
investment company under the Internal Revenue Code (the "Code"). The Fund
qualifies if, among other things, it distributes to its shareholders at least
90% of its net investment income for its fiscal year. The Fund also intends to
make timely distributions, if necessary, sufficient in amount to avoid the
nondeductible 4% excise tax imposed on a regulated investment company to the
extent that it fails to distribute, with respect to each calendar year, at
least 98% of its ordinary income for such calendar year and 98% of its net
capital gains for the one-year period ending on October 31 of such calendar
year.

If the Fund qualifies and if it distributes all of its net investment income
and net capital gains, if any, to shareholders, it will be relieved of any
federal income tax liability.

The Fund will make distributions from its net investment income monthly and
net capital gains, if any, at least annually. Shareholders receive Fund
distributions in the form of additional shares of that class of shares upon
which the distribution is based or, at the shareholder's option, in cash. Fund
distributions in the form of additional shares are made at net asset value
without the imposition of a sales charge.

Because Class A shares bear most of the costs of distribution of such shares
through payment of a front-end sales charge, while Class B and Class C shares
bear such expenses through a higher annual distribution fee, expenses
attributable to Class B and Class C shares will generally be higher than those
of Class A shares, and income distributions paid by the Fund with respect to
Class A shares will generally be greater than those paid with respect to Class
B and Class C shares.

Dividends and distributions are taxable whether they are received in cash or
in shares. Income dividends and net short-term gains dividends are taxable as
ordinary income. Net long-term dividends are taxable as capital gains
regardless of how long the Fund's shares are held. If Fund shares held for
less than six months are sold at a loss, however, such loss will be treated
for tax purposes as a long-term capital loss to the extent of any long-term
capital gains dividends received. Any taxable dividend declared in October,
November or December to shareholders of record in such month and paid by the
following January 31 will be includable in the taxable income of the
shareholder as if paid on December 31 of the year in which the dividend was
declared.

The Fund advises its shareholders annually as to the federal tax status of
all distributions made during the year.

Only certain states allow income received from direct U.S. government
obligations to be tax-exempt when received directly as dividends from
investment companies. Further, some of the states that allow such exemption
require that there be a certain minimum percentage of investment income
derived from direct U.S. government obligations. The Fund will inform
shareholders of the percentage of income that is derived from direct U.S.
government obligations.

FUND MANAGEMENT AND EXPENSES

BOARD OF TRUSTEES
Under Massachusetts law, the Fund's Board of Trustees has absolute and
exclusive control over the management and disposition of all assets of the
Fund. Subject to the authority of the Board of Trustees, Keystone Management,
located at 200 Berkeley Street, Boston, Massachusetts 02116-5034, is
responsible for the overall management of the Fund's business and affairs.

INVESTMENT MANAGER
Keystone Management was organized in 1989 and is a wholly-owned subsidiary
of Keystone. Its directors and principal executive officers have been
affiliated with Keystone, a seasoned investment adviser, for a number of
years. Keystone Management also serves as investment manager to some of the
other funds in the Keystone America Fund Family and to certain other funds in
the Keystone Family of Funds.

Pursuant to its Investment Management Agreement with the Fund (the
"Management Agreement"), Keystone Management has delegated its investment
management functions, except for certain administrative and management
services, to Keystone and has entered into an Investment Advisory Agreement
with Keystone (the "Advisory Agreement") under which Keystone provides
investment, advisory and management services as described below to the Fund.

Services provided by Keystone Management include (1) performing research and
planning with respect to (a) the Fund's qualification as a regulated
investment company under Subchapter M of the Code, (b) tax treatment of the
Fund's portfolio investments, (c) tax treatment of special corporate actions
(such as reorganizations), (d) state tax matters affecting the Fund, and (e)
the Fund's distributions of income and capital gains; (2) preparing the Fund's
federal and state tax returns; and (3) providing services to the Fund's
shareholders in connection with federal and state taxation and distributions
of income and capital gains.

The Fund pays Keystone Management a fee for its services at the annual rate
below:
Aggregate
Net Asset Value
Management of the Shares
Fee Income of the Fund
- ------------------------------------------------------------------------------
2.0% of Gross Dividend
and Interest Income plus

0.50% of the first $100,000,000, plus
0.45% of the next $100,000,000, plus
0.40% of the next $100,000,000, plus
0.35% of the next $100,000,000, plus
0.30% of the next $100,000,000, plus
0.25% of amounts over $500,000,000

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

During the year ended July 31, 1996, the Fund paid or accrued to Keystone
Management investment management and administrative services fees of $365,012,
which represented 0.65% of the Fund's average net assets on an annualized
basis. Of such amount paid to Keystone Management, $310,260 was paid or
accrued to Keystone for its services to the Fund.

INVESTMENT ADVISER
Keystone has provided investment advisory and management services to
investment companies and private accounts since 1932. Keystone is a wholly-
owned subsidiary of Keystone Investments, Inc. ("Keystone Investments"). Both
Keystone and Keystone Investments are located at 200 Berkeley Street, Boston,
Massachusetts 02116-5034.

Keystone Investments is a private corporation predominantly owned by current
and former members of management of Keystone and its affiliates. The shares of
Keystone Investments common stock beneficially owned by management are held in
a number of voting trusts, the trustees of which are George S. Bissell, Albert
H. Elfner, III, Edward F. Godfrey, Ralph J. Spuehler, Jr. and Rosemary D. Van
Antwerp. Keystone Investments provides accounting, bookkeeping, legal,
personnel and general corporate services to Keystone Management, Keystone,
their affiliates and the Keystone Investments Family of Funds.

Pursuant to the Advisory Agreement, Keystone receives for its services an
annual fee representing 85% of the management fee received by Keystone
Management under the Management Agreement.

The Management Agreement and Advisory Agreement continue in effect from year
to year only so long as such continuance is specifically approved at least
annually by (i) the Fund's Board of Trustees or by vote of a majority of the
outstanding shares of the Fund and (ii) the vote of a majority of the Fund's
Independent Trustees who are not interested persons; as defined in the 1940
Act, of the Fund and who have no direct or indirect financial interest in the
Distribution Plans or any agreement related thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Management
Agreement may be terminated, without penalty, on 60 days' written notice by
the Fund or Keystone Management or may be terminated by a vote of shareholders
of the Fund. The Advisory Agreement may be terminated, without penalty, on 60
days' written notice by the Fund, Keystone Management or Keystone or by a vote
of shareholders of the Fund. The Management Agreement and Advisory Agreement
will terminate automatically upon their assignment, as defined in the 1940
Act.

Keystone Investments has recently entered into an Agreement and Plan of
Acquisition and Merger with First Union Corporation ("First Union"), pursuant
to which Keystone Investments will be merged with and into a wholly-owned
subsidiary of First Union National Bank of North Carolina ("FUNB-NC") (the
"Merger"). The surviving corporation will assume the name "Keystone
Investments, Inc." Subject to a number of conditions being met, it is
currently anticipated that the Merger will take place on or around December
11, 1996. Thereafter, Keystone Investments, Inc. would be a subsidiary of
FUNB-NC.

If consummated, the proposed Merger will be deemed to cause an assignment,
within the meaning of the 1940 Act, of both the Management Agreement and the
Advisory Agreement. Consequently, the completion of the Merger is contingent
upon, among other things, the approval of the Fund's shareholders of a new
investment advisory and management agreement between the Fund and Keystone
(the "New Advisory Agreement"). The Fund's Trustees have approved the terms of
the New Advisory Agreement, subject to the approval of shareholders and the
completion of the Merger, and have called a special meeting of shareholders to
obtain their approval of, among other things, the New Advisory Agreement. The
meeting is expected to be held in December 1996. The proposed New Advisory
Agreement has terms, including fees payable thereunder, that are substantively
identical to those in the current agreements.

In addition to an assignment of the Fund's Advisory Agreement, the Merger,
if consummated, will also be deemed to cause an assignment, as defined by the
1940 Act, of the Principal Underwriting Agreement between the Fund and the
Fund's principal underwriter, Keystone Investment Distributors Company (the
"Principal Underwriter"). As a result, the Fund's Trustees have approved the
following agreements, subject to the Merger's completion: (i) a principal
underwriting agreement between Evergreen Funds Distributor, Inc. ("EFD") and
the Fund; (ii) a marketing services agreement between the Principal
Underwriter and EFD with respect to the Fund; and (iii) a subadministration
agreement between Keystone and Furman Selz LLC with respect to the Fund. EFD
is a wholly-owned subsidiary of Furman Selz LLC. It is currently anticipated
that on or about January 2, 1997, Furman Selz LLC will transfer EFD, and
Furman Selz LLC's related services, to BISYS Group, Inc. ("BISYS") (the
"Transfer"). The Fund's Trustees have also approved, subject to completion of
the Transfer, (i) a new principal underwriting agreement between EFD and the
Fund; (ii) a new marketing services agreement between the Principal
Underwriter and EFD with respect to the Fund; and (iii) a subadministration
agreement between Keystone and BISYS with respect to the Fund. The terms of
such agreements will be substantively identical to the terms of the agreements
to be executed upon completion of the Merger.

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

PORTFOLIO MANAGER
Christopher P. Conkey has been the Fund's portfolio manager since 1987. He
is a Keystone Senior Vice President with over 13 years of investment
experience.

FUND EXPENSES
The Fund pays all of its expenses. In addition to the investment advisory
and management fees discussed above, the principal expenses that the Fund is
expected to pay include, but are not limited to, expenses of its Independent
Trustees; expenses associated with its transfer, dividend disbursing and
shareholder servicing agent, its custodian, its independent auditors and
legal counsel to its Trustees; fees payable to government agencies, including
registration and qualification fees of the Fund and its shares under federal
and state securities laws; and certain extraordinary expenses. In addition,
each class will pay all of the expenses attributable to it. Such expenses are
currently limited to Distribution Plan expenses. The Fund also pays its
brokerage commissions, interest charges and taxes.

For the fiscal year ended July 31, 1996, after expense reimbursements, the
Fund's Class A, B and C shares each paid 1.14%, 1.89% and 1.89%, respectively,
of average net assets in expenses (including indirectly paid expenses). In
accordance with such voluntary expense limitations, for the fiscal year ended
July 31, 1995, Keystone reimbursed the Fund, $74,053, $54,565, and $24,301,
respectively, for the Fund's Class A, Class B and Class C shares.

Keystone has currently voluntarily limited the expenses of the Fund's Class
A, B, and C shares to 1.15%, 1.90%, and 1.90%, respectively, of each class's
average daily net assets. Keystone intends to continue the foregoing expense
limitations on a calendar month-by-month basis. Keystone will periodically
evaluate these limits and may modify or terminate them in the future. Keystone
will not be required to reimburse the Fund to the extent such reimbursement
would result in the Fund's inability to qualify as a regulated investment
company under the Code.

During the year ended July 31, 1995, the Fund paid or accrued to Keystone
Investments $24,249 as reimbursement for certain accounting services. During
the same year, the Fund paid or accrued to Keystone Investor Resource Center,
Inc. ("KIRC"), the Fund's transfer and dividend disbursing agent, $124,611 for
transfer agent fees. KIRC is a wholly-owned subsidiary of Keystone and is
located at 200 Berkeley Street, Boston, Massachusetts, 02116-5034.

SECURITIES TRANSACTIONS
Under policies established by the Fund's Board of Trustees, Keystone selects
broker-dealers to execute transactions subject to the receipt of best
execution. When selecting broker-dealers to execute portfolio transactions for
the Fund, Keystone may consider the number of shares of the Fund sold by the
broker-dealer. In addition, broker-dealers executing portfolio transactions
may, from time to time, be affiliated with the Fund, Keystone, the Fund's
principal underwriter or their affiliates. The Fund may pay higher commissions
to broker-dealers that provide research services. Keystone may use these
services in advising the Fund as well as in advising its other clients.

PORTFOLIO TURNOVER
The portfolio turnover rate will vary from year to year. For the fiscal
years ended July 31, 1995 and 1996, the portfolio turnover rates for the Fund
were 182% and 176%, respectively. High portfolio turnover may involve
correspondingly greater brokerage commissions and other transaction costs,
which will be borne directly by the Fund, as well as additional realized gains
and/or losses to shareholders. The Fund pays brokerage commissions in
connection with the writing of options and effecting the closing purchase or
sale transactions as well as for some purchases and sales of portfolio
securities.

For further information about brokerage and distributions, see the statement
of additional information.

HOW TO BUY SHARES
You may purchase shares of the Fund from any broker-dealer that has a
selling agreement with Principal Underwriter. The Principal Underwriter, a
wholly-owned subsidiary of Keystone, is located at 200 Berkeley Street,
Boston, Massachusetts 02116-5034.

In addition, you may purchase shares of the Fund by mailing to the Fund, c/o
Keystone Investor Resource Center, Inc., P.O. Box 2121, Boston, Massachusetts
02106-2121, a completed account application and a check payable to the Fund.
You may also telephone 1-800-343-2898 to obtain the number of an account to
which you can wire or electronically transfer funds and then send in a
completed account application. Subsequent investments in Fund shares may be
made by check, by wiring Federal funds, by direct deposit or by an electronic
funds transfer ("EFT").

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

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

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

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

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

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

ALTERNATIVE SALES OPTIONS
The Fund offers Class A, B and C shares:

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

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

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

Each class of shares, pursuant to its Distribution Plan, pays an annual
service fee of 0.25% of the Fund's average daily net assets attributable to
that class. In addition to the 0.25% service fee, the Class B and C
Distribution Plans provide for the payment of an annual distribution fee of up
to 0.75% of the average daily net assets attributable to their respective
classes.

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

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

CLASS A SHARES

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

AS A % OF CONCESSION TO
AS A % OF NET AMOUNT DEALERS AS A % OF
AMOUNT OF PURCHASE OFFERING PRICE INVESTED* OFFERING PRICE
- --------------------------------------------------------------------------------
Less than $100,000 ........ 4.75% 4.99% 4.25%
$100,000 but less than
$250,000 .................. 3.75% 3.90% 3.25%
$250,000 but less than
$500,000 .................. 2.50% 2.56% 2.25%
$500,000 but less than
$1,000,000 ................ 1.50% 1.52% 1.50%

- ----------
* Rounded to the nearest one-hundredth percent.
----------------------------------------------

Purchases of the Fund's Class A shares in the amount of $1 million or more
and/or purchases of Class A shares made by a Qualifying Plan or a tax-
sheltered annuity plan sponsored by a public educational entity having 5,000
or more eligible employees (an "Educational TSA Plan") will be at net asset
value without the imposition of a front-end sales charge (each such purchase,
an "NAV Purchase").

With respect to NAV Purchases, the Principal Underwriter will pay broker-
dealers or others concessions based on (1) the investor's cumulative purchases
during the one-year period beginning with the date of the initial NAV Purchase
and (2) the investor's cumulative purchases during each subsequent one-year
period beginning with the first NAV Purchase following the end of the prior
period. For such purchases, concessions will be paid at the following rate:
0.50% of the investment amount up to $4,999,999; plus 0.25% of the investment
amount over $4,999,999.

With the exception of Class A shares acquired by an Educational TSA Plan
in an NAV Purchase, as described above, Class A shares acquired in an NAV
Purchase are subject to a contingent deferred sales charge of 0.50% upon
redemption during the 24-month period commencing on the date the shares were
originally purchased. Class A shares acquired by an Educational TSA Plan in
an NAV Purchase are not subject to a contingent deferred sales charge.

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

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

Initial sales charges may be eliminated for persons purchasing Class A
shares that are offered in connection with certain fee based programs, such as
wrap accounts sponsored or managed by broker-dealers, investment advisers or
others who have entered into special agreements with the Principal
Underwriter. Initial sales charges may be reduced or eliminated for persons or
organizations purchasing Class A shares of the Fund alone or in combination
with Class A shares of other Keystone America Funds. See Exhibit A to this
prospectus.

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

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

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

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

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

DEFERRED
SALES
CHARGE
REDEMPTION TIMING IMPOSED
- ----------------- --------

First twelve-month period .................... 5.00%
Second twelve-month period ................... 4.00%
Third twelve-month period .................... 3.00%
Fourth twelve-month period ................... 3.00%
Fifth twelve-month period .................... 2.00%
Sixth twelve-month period .................... 1.00%

No deferred sales charge is imposed on amounts redeemed thereafter.

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

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

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

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

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

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

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

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

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

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

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

In addition, no contingent deferred sales charge is imposed on a redemption
of shares of the Fund in the event of (1) death or disability of the
shareholder; (2) a lump-sum distribution from a 401(k) plan or other benefit
plan qualified under the Employee Retirement Income Security Act of 1974
("ERISA"); (3) automatic withdrawals from ERISA plans if the shareholder is at
least 59 1/2 years old; (4) involuntary redemptions of accounts having an
aggregate net asset value of less than $1,000; (5) automatic withdrawals under
a Systematic Income Plan of up to 1.5% per month of the shareholder's initial
account balance; (6) withdrawals consisting of loan proceeds to a retirement
plan participant; (7) financial hardship withdrawals made by a retirement plan
participant; or (8) withdrawals consisting of returns of excess contributions
or excess deferral amounts made to a retirement plan participant.

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

ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS
From time to time, the Principal Underwriter may provide promotional
incentives, including reallowance of up to the entire sales charge, to certain
dealers whose representatives have sold or are expected to sell significant
amounts of Fund shares. In addition, broker-dealers may receive additional
cash payments. The Principal Underwriter may provide written information to
broker-dealers with whom it has broker-dealer agreements that relates to sales
incentive campaigns conducted by such broker-dealers for their representatives
as well as financial assistance in connection with pre-approved seminars,
conferences and advertising. No such programs or additional compensation will
be offered to the extent they are prohibited by the laws of any state or any
self-regulatory agency, such as the NASD. Broker-dealers to whom substantially
the entire sales charge on Class A shares is reallowed may be deemed to be
underwriters as that term is defined under the Securities Act of 1933.

The Principal Underwriter may, at its own expense, pay concessions in
addition to those described above to broker-dealers that satisfy certain
criteria established, from time to time, by the Principal Underwriter. These
conditions relate to increasing sales of shares of the Keystone funds over
specified periods and certain other factors. Such payments may, depending on
the broker-dealer's satisfaction of the required conditions, be periodic and
may be up to 0.25% of the value of shares sold by such broker-dealer.

Commencing November 1, 1996 through December 31, 1996 (the "Offering
Period"), the Principal Underwriter, or any successor entity to the Principal
Underwriter, will pay to First Union Brokerage Services, Inc. ("First Union
Brokerage"), a wholly-owned subsidiary of FUNB-NC, an additional concession
equal to 0.50% of the public offering price of any class of Fund shares sold
by First Union Brokerage during the Offering Period.

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

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

In addition, state securities laws on this issue may differ from the
interpretations of federal law expressed herein and banks and financial
institutions may be required to register as broker-dealers pursuant to state
law.

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

The NASD currently limits the amount that the Fund may pay annually in
distribution costs for the sale of its shares and shareholder service fees.
The NASD limits annual expenditures to 1% of the aggregate average daily net
asset value of the Fund's shares, of which 0.75% may be used to pay such
distribution costs and 0.25% may be used to pay shareholder service fees. The
NASD also limits the aggregate amount that the Fund may pay for such
distribution costs to 6.25% of gross share sales since the inception of the
12b-1 Distribution Plan, plus interest at the prime rate plus 1% on such
amounts (less any deferred sales charges paid by shareholders to the Principal
Underwriter) remaining unpaid from time to time.

The Principal Underwriter intends, but is not obligated, to continue to pay
or accrue distribution charges incurred in connection with the Fund's Class B
Distribution Plans that exceed current annual payments permitted to be
received by the Principal Underwriter from the Fund. The Principal Underwriter
intends to seek full payment of such charges from the Fund (together with
annual interest thereon at the prime rate plus 1%) at such time in the future
as, and to the extent that, payment thereof by the Fund would be within the
permitted limits. If the Independent Trustees authorize such payments, the
effect would be to extend the period of time during which the Fund incurs the
maximum amount of costs allowed by a Distribution Plan.

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

Each of the Distribution Plans may be terminated at any time by vote of the
Independent Trustees or by vote of a majority of the outstanding voting shares
of the respective class. If a Distribution Plan is terminated, the Principal
Underwriter will ask the Independent Trustees to take whatever action they
deem appropriate under the circumstances with respect to payment of advances.

For Class B shares sold prior to June 1, 1995, unreimbursed distribution
expenses at July 31, 1996 were $1,068,462 (6.04% of Class B net assets at July
31, 1996). For Class B shares sold on or after June 1, 1995, unreimbursed
distribution expenses at July 31, 1996 were $343,081 (1.94% of Class B
net assets at July 31, 1996). Unreimbursed Class C distribution expenses at
July 31, 1996 were $1,543,638 (18.61% of Class C net assets at July 31, 1996).

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

HOW TO REDEEM SHARES

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

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

The redemption value equals the net asset value per share adjusted for
fractions of a cent and may be more or less than your cost depending upon
changes in the value of the Fund's portfolio securities between purchase and
redemption. A deferred sales charge may be imposed by the Fund at the time of
redemption of certain shares as explained in "Alternative Sales Options." If
imposed, a deferred sales charge is deducted from the redemption proceeds
otherwise payable to you.

REDEMPTION OF SHARES IN GENERAL

At various times, the Fund may be requested to redeem shares for which it
has not yet received good payment. In such a case, the Fund will mail the
redemption proceeds upon clearance of the purchase check, which may take up to
15 days or more. Any delay may be avoided by purchasing shares with a
certified check, by Federal Reserve or bank wire of funds, by direct deposit,
or by EFT. Although the mailing of a redemption check, or the wiring or EFT of
redemption proceeds may be delayed, the redemption value will be determined
and the redemption processed in the ordinary course of business upon receipt
of proper documentation. In such a case, after the redemption and prior to the
release of the proceeds, no appreciation or depreciation will occur in the
value of the redeemed shares, and no interest will be paid on the redemption
proceeds. If the payment of a redemption has been delayed, the check will be
mailed or the proceeds wired or sent EFT promptly after good payment has been
collected.

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

For your protection, SIGNATURES ON CERTIFICATES, STOCK POWERS AND ALL
WRITTEN ORDERS OR AUTHORIZATIONS MUST BE GUARANTEED BY A U.S. STOCK EXCHANGE
MEMBER, A BANK OR OTHER PERSON ELIGIBLE TO GUARANTEE SIGNATURES UNDER THE
SECURITIES EXCHANGE ACT OF 1934 AND KIRC'S POLICIES. The Fund and KIRC may
waive this requirement or may require additional documents in certain cases.
Currently, the requirement for a signature guarantee has been waived on
redemptions of $50,000 or less when the account address of record has been the
same for a minimum period of 30 days. The Fund and KIRC reserve the right to
withdraw this waiver at any time.

If the Fund receives a redemption order, but you have not clearly indicated
the amount of money or number of shares involved, the Fund cannot execute
your order. In such cases, the Fund will request the missing information from
you and process the order on the day such information is received.

TELEPHONE
Under ordinary circumstances, you may redeem up to $50,000 from your account
by telephone by calling toll free 1-800-343-2898. As mentioned above, to
engage in telephone transactions generally, you must complete the appropriate
sections of the Fund's application.

In order to insure that instructions received by KIRC are genuine when you
initiate a telephone transaction, you will be asked to verify certain criteria
specific to your account. At the conclusion of the transaction, you will be
given a transaction number confirming your request, and written confirmation
of your transaction will be mailed the next business day. Your telephone
instructions will be recorded. Redemptions by telephone are allowed only if
the address and bank account of record have been the same for a minimum period
of 30 days.

If you cannot reach the Fund by telephone, you should follow the procedures
for redeeming by mail or through a broker as set forth herein.

SMALL ACCOUNTS
Because of the high cost of maintaining small accounts, the Fund reserves
the right to redeem your account if its value has fallen below $1,000, the
current minimum investment level, as a result of your redemptions (but not as
a result of market action). You will be notified in writing and allowed 60
days to increase the value of your account to the minimum investment level. No
deferred sales charges are applied to such redemptions.

GENERAL
The Fund reserves the right at any time to terminate, suspend or change the
terms of any redemption method described in this prospectus, except redemption
by mail, and to impose fees.

Except as otherwise noted, neither the Fund, KIRC nor the Principal
Underwriter assumes responsibility for the authenticity of any instructions
received by any of them from a shareholder in writing, over the Keystone
Automated Response Line ("KARL") or by telephone. KIRC will employ reasonable
procedures to confirm that instructions received over KARL or by telephone are
genuine. Neither the Fund, KIRC nor the Principal Underwriter will be liable
when following instructions received over KARL or by telephone that KIRC
reasonably believes to be genuine.

The Fund may temporarily suspend the right to redeem its shares when (1) the
Exchange is closed, other than customary weekend and holiday closings; (2)
trading on the Exchange is restricted; (3) an emergency exists and the Fund
cannot dispose of its investments or fairly determine their value; or (4) the
Securities and Exchange Commission so orders.

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

KEYSTONE AUTOMATED RESPONSE LINE
KARL offers you specific fund account information and price and yield
quotations as well as the ability to do account transactions, including
investments, exchanges and redemptions. You may access KARL by dialing toll
free 1-800-346-3858 on any touch tone telephone, 24 hours a day, seven days a
week.

EXCHANGES
A shareholder who has obtained the appropriate prospectus may exchange
shares of the Fund for shares of certain other Keystone America Funds and
Keystone Liquid Trust ("KLT") as follows:

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

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

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

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

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

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

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

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

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

You may exchange shares for another Keystone fund for a $10 fee by writing
or calling Keystone. The exchange fee is waived for individual investors who
make an exchange using KARL. As noted above, if the shares being tendered for
exchange are still subject to a deferred sales charge, such charge will carry
over to the shares being acquired in the exchange transaction. The Fund
reserves the right to terminate this exchange offer or to change its terms,
including the right to change the fee for any exchange.

Orders to exchange a certain class of shares of the Fund for the
corresponding class of shares of KLT will be executed by redeeming the shares
of the Fund and purchasing the corresponding class of shares of KLT at the net
asset value of such shares next determined after the proceeds from such
redemption become available, which may be up to seven days after such
redemption. In all other cases, orders for exchanges received by the Fund
prior to 4:00 p.m. eastern time on any day the funds are open for business
will be executed at the respective net asset values determined as of the close
of business that day. Orders for exchanges received after 4:00 p.m. eastern
time on any business day will be executed at the respective net asset values
determined at the close of the next business day.

An excessive number of exchanges may be disadvantageous to the Fund.
Therefore, the Fund, in addition to its right to reject any exchange, reserves
the right to terminate the exchange privilege of any shareholder who makes
more than five exchanges of shares of the funds in a year or three in a
calendar quarter.

An exchange order must comply with the requirements for a redemption or
repurchase order and must specify the dollar value or number of shares to be
exchanged. An exchange constitutes a sale for federal income tax purposes.

The exchange privilege is available only in states where shares of the fund
being acquired may legally be sold.

AUTOMATIC INVESTMENT PLAN
With a Keystone Automatic Investment Plan, you can automatically transfer as
little as $100 per month or quarter from your bank account or KLT to the
Keystone fund of your choice. Your bank account will be debited for each
transfer. You will receive confirmation with your next account statement.

To establish or terminate an Automatic Investment Plan or to change the
amount or schedule of your automatic investments, you may write to or call KIRC.
Please include your account numbers. Termination may take up to 30 days.

RETIREMENT PLANS
The Fund has various retirement plans available to investors, including
Individual Retirement Accounts (IRAs); Rollover IRAs; Simplified Employee
Pension Plans (SEPs); Salary Reduction Plans (SARSEPs); Tax Sheltered Annuity
Plans; 403(b)(7) Plans; 401(k) Plans; Keogh Plans; Corporate Profit-Sharing
Plans; and Money Purchase Pension Plans. For details, including fees and
application forms, call toll free 1-800-247-4075 or write to KIRC.

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

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

Prior to participating in dollar cost averaging, you must have established
an account in a Keystone America Fund or a money market fund managed or
advised by Keystone. You should designate on the application (1) the dollar
amount of each monthly or quarterly investment (minimum $100) you wish to make
and (2) the fund in which the investment is to be made. Thereafter, on the
first day of the designated month, an amount equal to the specified monthly or
quarterly investment will automatically be redeemed from your initial account
and invested in shares of the designated fund.

If you are a Class A investor and paid a sales charge on your initial
purchase, the shares purchased will be eligible for Rights of Accumulation and
the sales charge applicable to the purchase will be determined accordingly. In
addition, the value of shares purchased will be included in the total amount
required to fulfill a Letter of Intent. If a sales charge was not paid on the
initial purchase, a sales charge will be imposed at the time of subsequent
purchases, and the value of shares purchased will become eligible for Rights
of Accumulation and Letters of Intent.

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

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

PERFORMANCE DATA
From time to time, the Fund may advertise "total return" and "current
yield." ALL DATA IS BASED ON HISTORICAL RESULTS. PAST PERFORMANCE SHOULD NOT
BE CONSIDERED REPRESENTATIVE OF RESULTS FOR ANY FUTURE PERIOD OF TIME. Total
return and current yield are computed separately for each class of shares of
the Fund.

Total return refers to average annual compounded rates of return over
specified periods determined by comparing the initial amount invested in a
particular class to the ending redeemable value of that amount. The resulting
equation assumes reinvestment of all dividends and distributions and deduction
of the maximum sales charge or applicable contingent deferred sales charge and
all recurring charges, if any, applicable to all shareholder accounts. The
exchange fee is not included in the calculation.

Current yield quotations represent the yield on an investment for a stated
30-day period computed by dividing net investment income earned per share
during the base period by the maximum offering price per share on the last day
of the base period.

The Fund may also include comparative performance data for each class of
shares when advertising or marketing the Fund's shares, such as data from
Lipper Analytical Services, Inc., Morningstar, Inc., Standard & Poor's
Corporation, Ibbotson
Associates or other industry publications.

FUND SHARES
The Fund issues Class A, B and C shares that participate in dividends and
distributions and have equal voting, liquidation and other rights except that
(1) expenses related to the distribution of each class of shares or other
expenses that the Fund's Board of Trustees may designate as class expenses from
time to time are borne solely by each class; (2) each class of shares has
exclusive voting rights with respect to its Distribution Plan; (3) each class
has different exchange privileges; and (4) each class generally has a different
designation. When issued and paid for, the shares will be fully paid and
nonassessable by the Fund. Shares may be exchanged as explained under
"Shareholder Services," but will have no other preference, conversion, exchange
or preemptive rights. Shares are transferable, redeemable and freely assignable
as collateral. The Fund is authorized to issue additional series or classes of
shares.

Shareholders are entitled to one vote for each full share owned and
fractional votes for fractional shares. Shares of the Fund vote together
except when required by law to vote separately by series or class. The Fund
does not have annual meetings. The Fund will have special meetings from time
to time as required under its Declaration of Trust and under the 1940 Act. As
provided in the Declaration of Trust of the Fund, shareholders have the right
to remove Trustees by an affirmative vote of two-thirds of the outstanding
shares. A special meeting of the shareholders will be held when holders of 10%
of the outstanding shares request a meeting. Shareholders may be eligible for
shareholder communication assistance in connection with the special meeting.

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

ADDITIONAL INFORMATION
When the Fund determines from its records that more than one account in the
Fund is registered in the name of a shareholder or shareholders having the
same address, upon written notice to those shareholders, the Fund intends,
when an annual report or semi-annual report of the Fund is required to be
furnished, to mail one copy of such report to that address.

Except as otherwise stated in this prospectus or required by law, the Fund
reserves the right to change the terms of the offer stated in this prospectus
without shareholder approval, including the right to impose or change fees for
services provided.

<PAGE>
ADDITIONAL INVESTMENT INFORMATION

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

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

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

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

REPURCHASE AGREEMENTS
The Fund may enter into repurchase agreements with member banks of the
Federal Reserve System having at least $1 billion in assets, primary dealers
in U.S. government securities or other financial institutions believed by
Keystone to be credit-worthy. Such persons must be registered as U.S.
government securities dealers with appropriate regulatory organizations. Under
such agreements, the bank, primary dealer or other financial institution
agrees upon entering into the contract to repurchase the security at a
mutually agreed upon date and price, thereby determining the yield during the
term of the agreement. This results in a fixed rate of return insulated from
market fluctuations during such period. Under a repurchase agreement, the
seller must maintain the value of the securities subject to the agreement at
not less than the repurchase price, such value being determined on a daily
basis by marking the underlying securities to their market value. Although the
securities subject to the repurchase agreement might bear maturities exceeding
a year, the Fund only intends to enter into repurchase agreements that provide
for settlement within a year and usually within seven days. Securities subject
to repurchase agreements will be held by the Fund's custodian or in the
Federal Reserve book entry system. The Fund does not bear the risk of a
decline in the value of the underlying security unless the seller defaults
under its repurchase obligation. In the event of a bankruptcy or other default
of a seller of a repurchase agreement, the Fund could experience both delays
in liquidating the underlying securities and losses, including (1) possible
declines in the value of the underlying securities during the period while the
Fund seeks to enforce its rights thereto; (2) possible subnormal levels of
income and lack of access to income during this period; and (3) expenses of
enforcing its rights. The Board of Trustees has established procedures to
evaluate the creditworthiness of each party with whom the Fund enters into
repurchase agreements by setting guidelines and standards of review for
Keystone and monitoring Keystone's actions with regard to repurchase
agreements.

REVERSE REPURCHASE AGREEMENTS
Under a reverse repurchase agreement, the Fund would sell securities and
agree to repurchase them at a mutually agreed upon date and price. The Fund
intends to enter into reverse repurchase agreements to avoid otherwise having
to sell securities during unfavorable market conditions in order to meet
redemptions. At the time the Fund enters into a reverse repurchase agreement,
it will establish a segregated account with the Fund's custodian containing
liquid assets such as U.S. government securities or other high grade debt
securities having a value not less than the repurchase price (including
accrued interest) and will subsequently monitor the account to ensure such
value is maintained. Reverse repurchase agreements involve the risk that the
market value of the securities the Fund is obligated to repurchase may decline
below the repurchase price.

"WHEN ISSUED" SECURITIES
The Fund may also purchase and sell securities and currencies on a when
issued and delayed delivery basis. When issued or delayed delivery
transactions arise when securities or currencies are purchased or sold by the
Fund with payment and delivery taking place in the future in order to secure
what is considered to be an advantageous price and yield to the Fund at the
time of entering into the transaction. When the Fund engages in when issued
and delayed delivery transactions, the Fund relies on the buyer or seller, as
the case may be, to consummate the sale. Failure to do so may result in the
Fund missing the opportunity to obtain a price or yield considered to be
advantageous. When issued and delayed delivery transactions may be expected to
occur a month or more before delivery is due. No payment or delivery is made
by the Fund, however, until it receives payment or delivery from the other
party to the transaction. A separate account of liquid assets equal to the
value of such purchase commitments will be maintained until payment is made.

When issued and delayed delivery agreements are subject to risks from
changes in value based upon changes in the level of interest rates, currency
rates and other market factors, both before and after delivery. The Fund does
not accrue any income on such securities or currencies prior to their
delivery. To the extent the Fund engages in when issued and delayed delivery
transactions, it will do so consistent with its investment objective and
policies and not for the purpose of investment leverage. The Fund currently
does not intend to invest more than 5% of its assets in when issued or delayed
delivery transactions.

LOANS OF SECURITIES TO BROKER-DEALERS
The Fund may lend securities to brokers or dealers pursuant to agreements
requiring that the loans be continuously secured by cash or securities of the
U.S. government, its agencies or instrumentalities, or any combination of cash
and such securities, as collateral equal at all times in value to at least the
market value of the securities loaned. Such securities loans will not be made
with respect to the Fund if, as a result, the aggregate of all outstanding
securities loans exceeds 15% of the value of the Fund's total assets taken at
their current value. The Fund continues to receive interest or dividends on
the securities loaned and simultaneously earns interest on the investment of
the cash loan collateral in U.S. Treasury notes, certificates of deposit,
other high-grade, short-term obligations or interest bearing cash equivalents.
Although voting rights attendant to securities loaned pass to the borrower,
such loans may be called at any time and will be called so that the securities
may be voted by the Fund if, in the opinion of the Fund, a material event
affecting the investment is to occur. There may be risks of delay in receiving
additional collateral or in recovering the securities loaned or even loss of
rights in the collateral should the borrower of the securities fail
financially. Loans may only be made, however, to borrowers deemed to be of
good standing, under standards approved by the Board of Trustees, when the
income to be earned from the loan justifies the attendant risks.

DERIVATIVES
The Fund may use derivatives in furtherance of its investment objective.
Derivatives are financial contracts whose value depends on, or is derived
from, the value of an underlying asset, reference rate or index. These assets,
rates, and indices may include bonds, stocks, mortgages, commodities, interest
rates, currency exchange rates, bond indices and stock indices. Derivatives
can be used to earn income or protect against risk, or both. For example, one
party with unwanted risk may agree to pass that risk to another party who is
willing to accept the risk, the second party being motivated, for example, by
the desire either to earn income in the form of a fee or premium from the
first party, or to reduce its own unwanted risk by attempting to pass all or
part of that risk to the first party.

Derivatives can be used by investors such as the Fund to earn income and
enhance returns, to hedge or adjust the risk profile of the portfolio, and
either in place of more traditional direct investments or to obtain exposure
to otherwise inaccessible markets. The Fund is permitted to use derivatives
for one or more of these purposes. Each of these uses entails greater risk
than if derivatives were used solely for hedging purposes. The Fund uses
futures contracts and related options as well as forwards for hedging
purposes. Derivatives are a valuable tool which, when used properly, can
provide significant benefit to Fund shareholders. Keystone is not an
aggressive user of derivatives with respect to the Fund. However, the Fund may
take positions in those derivatives that are within its investment policies
if, in Keystone's judgement, this represents an effective response to current
or anticipated market conditions. Keystone's use of derivatives is subject to
continuous risk assessment and control from the standpoint of the Fund's
investment objectives and policies.

Derivatives may be (1) standardized, exchange-traded contracts or (2)
customized, privately negotiated contracts. Exchange-traded derivatives tend
to be more liquid and subject to less credit risk than those that are
privately negotiated.

There are four principal types of derivative instruments--options, futures,
forwards and swaps--from which virtually any type of derivative transaction
can be created. Further information regarding options, futures, forwards and
swaps, is provided later in this section and is provided in the Fund's
statement of additional information.

Debt instruments that incorporate one or more of these building blocks for
the purpose of determining the principal amount of and/or rate of interest
payable on the debt instruments are often referred to as "structured
securities." An example of this type of structured security is indexed
commercial paper. The term is also used to describe certain securities issued
in connection with the restructuring of certain foreign obligations. See
"Indexed Commercial Paper" and "Structured Securities" below. The term
"derivative" is also sometimes used to describe securities involving rights to
a portion of the cash flows from an underlying pool of mortgages or other
assets from which payments are passed through to the owner of, or that
collateralize, the securities. See "Mortgage Related Securities,"
"Collateralized Mortgage Obligations," "Adjustable Rate Mortgage Securities,"
"Stripped Mortgage Securities," "Mortgage Securities -- Special
Considerations," and "Other Asset-Backed Securities" and the Fund's statement
of additional information.

While the judicious use of derivatives by experienced investment managers
such as Keystone can be beneficial, derivatives also involve risks different
from, and, in certain cases, greater than, the risks presented by more
traditional investments. Following is a general discussion of important risk
factors and issues concerning the use of derivatives that investors should
understand before investing in the Fund.

* Market Risk -- This is the general risk attendant to all investments that
the value of a particular investment will decline or otherwise change in a
way detrimental to the Fund's interest.

* Management Risk -- Derivative products are highly specialized instruments
that require investment techniques and risk analyses different from those
associated with stocks and bonds. The use of a derivative requires an
understanding not only of the underlying instrument, but also of the
derivative itself, without the benefit of observing the performance of the
derivative under all possible market conditions. In particular, the use and
complexity of derivatives require the maintenance of adequate controls to
monitor the transactions entered into, the ability to assess the risk that a
derivative adds to the Fund's portfolio and the ability to forecast price,
interest rate or currency exchange rate movements correctly.

* Credit Risk -- This is the risk that a loss may be sustained by the Fund as
a result of the failure of another party to a derivative (usually referred
to as a "counterparty") to comply with the terms of the derivative contract.
The credit risk for exchange-traded derivatives is generally less than for
privately negotiated derivatives, since the clearing house, which is the
issuer or counterparty to each exchange-traded derivative, provides a
guarantee of performance. This guarantee is supported by a daily payment
system (i.e., margin requirements) operated by the clearing house in order
to reduce overall credit risk. For privately negotiated derivatives, there
is no similar clearing agency guarantee. Therefore, the Fund considers the
creditworthiness of each counterparty to a privately negotiated derivative
in evaluating potential credit risk.

* Liquidity Risk -- Liquidity risk exists when a particular instrument is
difficult to purchase or sell. If a derivative transaction is particularly
large or if the relevant market is illiquid (as is the case with many
privately negotiated derivatives), it may not be possible to initiate a
transaction or liquidate a position at an advantageous price.

* Leverage Risk -- Since many derivatives have a leverage component, adverse
changes in the value or level of the underlying asset, rate or index can
result in a loss substantially greater than the amount invested in the
derivative itself. In the case of swaps, the risk of loss generally is
related to a notional principal amount, even if the parties have not made
any initial investment. Certain derivatives have the potential for unlimited
loss, regardless of the size of the initial investment.

* Other Risks -- Other risks in using derivatives include the risk of
mispricing or improper valuation and the inability of derivatives to
correlate perfectly with underlying assets, rates and indices. Many
derivatives, in particular privately negotiated derivatives, are complex and
often valued subjectively. Improper valuations can result in increased cash
payment requirements to counterparties or a loss of value to a Fund.
Derivatives do not always perfectly or even highly correlate or track the
value of the assets, rates or indices they are designed to closely track.
Consequently, the Fund's use of derivatives may not always be an effective
means of, and sometimes could be counterproductive to, furthering the Fund's
investment objective.

OPTIONS TRANSACTIONS
WRITING COVERED OPTIONS. The Fund may write (i.e., sell) covered call and
put options. By writing a call option, the Fund becomes obligated during the
term of the option to deliver the securities underlying the option upon
payment of the exercise price. By writing a put option, the Fund becomes
obligated during the term of the option to purchase the securities underlying
the option at the exercise price if the option is exercised. The Fund also may
write straddles (combinations of covered puts and calls on the same underlying
security).

The Fund may only write "covered" options. This means that so long as the
Fund is obligated as the writer of a call option it will own the underlying
securities subject to the option or, in the case of call options on U.S.
Treasury bills, the Fund might own substantially similar U.S. Treasury bills.
If the Fund has written options against all of its securities that are
available for writing options, the Fund may be unable to write additional
options unless it sells a portion of its portfolio holdings to obtain new
securities against which it can write options. If this were to occur, higher
portfolio turnover and correspondingly greater brokerage commissions and other
transaction costs may result. The Fund does not expect, however, that this
will occur.

The Fund will be considered "covered" with respect to a put option it writes
if, so long as it is obligated as the writer of the put option, it deposits
and maintains with its custodian in a segregated account liquid assets having
a value equal to or greater than the exercise price of the option.

The principal reason for writing call or put options is to obtain, through a
receipt of premiums, a greater current return than would be realized on the
underlying securities alone. The Fund receives a premium from writing a call
or put option, which it retains whether or not the option is exercised. By
writing a call option, the Fund might lose the potential for gain on the
underlying security while the option is open, and, by writing a put option,
the Fund might become obligated to purchase the underlying security for more
than its current market price upon exercise.

PURCHASING OPTIONS. The Fund may purchase put or call options, including
purchasing put or call options for the purpose of offsetting previously
written put or call options of the same series.

If the Fund is unable to effect a closing purchase transaction with respect
to covered options it has written, the Fund will not be able to sell the
underlying securities or dispose of assets held in a segregated account until
the options expire or are exercised.

An option position may be closed out only in a secondary market for an
option of the same series. Although the Fund generally will write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option
at any particular time, and, for some options, no secondary market may exist.
In such event, it might not be possible to effect a closing transaction in a
particular option.

Options on some securities are relatively new, and it is impossible to
predict the amount of trading interest that will exist in such options. There
can be no assurance that viable markets will develop or continue. The failure
of such markets to develop or continue could significantly impair the Fund's
ability to use such options to achieve its investment objective.

OPTIONS TRADING MARKETS. Options in which the Fund will trade are generally
listed on national securities exchanges. Exchanges on which such options
currently are traded include the Chicago Board Options Exchange and the New
York, American, Pacific and Philadelphia Stock Exchanges. Options on some
securities may not be listed on any exchange, but traded in the over-the-
counter market. Options traded in the over-the-counter market involve the
additional risk that securities dealers participating in such transactions
could fail to meet their obligations to the Fund. The use of options traded in
the over-the-counter market may be subject to limitations imposed by certain
state securities authorities. In addition to the limits on its use of options
discussed herein, the Fund is subject to the investment restrictions described
in this prospectus and in the statement of additional information.

The staff of the Securities and Exchange Commission is of the view that the
premiums that the Fund pays for the purchase of unlisted options and the value
of securities used to cover unlisted options written by the Fund are
considered to be invested in illiquid securities or assets for the purpose of
calculating whether the Fund is in compliance with its policies on illiquid
securities.

FUTURES TRANSACTIONS
The Fund may enter into currency and other financial futures contracts and
write options on such contracts. The Fund intends to enter into such contracts
and related options for hedging purposes. The Fund will enter into securities,
currency or index-based futures contracts in order to hedge against changes in
interest or exchange rates or securities prices. A futures contract on
securities or currencies is an agreement to buy or sell securities or
currencies at a specified price during a designated month. A futures contract
on a securities index does not involve the actual delivery of securities, but
merely requires the payment of a cash settlement based on changes in the
securities index. The Fund does not make payment or deliver securities upon
entering into a futures contract. Instead, it puts down a margin deposit,
which is adjusted to reflect changes in the value of the contract and which
continues until the contract is terminated.

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

The Fund also intends to purchase put and call options on futures contracts
for hedging purposes. A put option purchased by the Fund would give it the
right to assume a position as the seller of a futures contract. A call option
purchased by the Fund would give it the right to assume a position as the
purchaser of a futures contract. The purchase of an option on a futures
contract requires the Fund to pay a premium. In exchange for the premium, the
Fund becomes entitled to exercise the benefits, if any, provided by the
futures contract, but is not required to take any action under the contract.
If the option cannot be exercised profitably before it expires, the Fund's
loss will be limited to the amount of the premium and any transaction costs.

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

Although futures and related options transactions are intended to enable the
Fund to manage market, interest rate or exchange rate risk, unanticipated
changes in interest rates, exchange rates or market prices could result in
poorer performance than if it had not entered into these transactions. Even if
Keystone correctly predicts interest or exchange rate movements, a hedge could
be unsuccessful if changes in the value of the Fund's futures position did not
correspond to changes in the value of its investments. This lack of
correlation between the Fund's futures and securities or currencies positions
may be caused by differences between the futures and securities or currencies
markets or by differences between the securities or currencies underlying the
Fund's futures position and the securities or currencies held by or to be
purchased for the Fund. Keystone will attempt to minimize these risks through
careful selection and monitoring of the Fund's futures and options positions.

The Fund does not intend to use futures transactions for speculation or
leverage. The Fund has the ability to write options on futures, but intends to
write such options only to close out options purchased by the Fund. The Fund
will not change these policies without supplementing the information in its
prospectus and statement of additional information.

FOREIGN CURRENCY TRANSACTIONS
As discussed above, the Fund may invest in U.S. Government Guaranteed
Securities denominated in foreign currencies. Thus, the value of Fund shares
will be affected by changes in exchange rates.

As one way of managing exchange rate risk, in addition to entering into
currency futures contracts, the Fund may enter into forward currency exchange
contracts (agreements to purchase or sell currencies at a specified price and
date). The exchange rate for the transaction (the amount of currency the Fund
will deliver or receive when the contract is completed) is fixed when the Fund
enters into the contract. The Fund usually will enter into these contracts to
stabilize the U.S. dollar value of a security it has agreed to buy or sell.
The Fund intends to use these contracts to hedge the U.S. dollar value of a
security it already owns, particularly if the Fund expects a decrease in the
value of the currency in which the foreign security is denominated. Although
the Fund will attempt to benefit from using forward contracts, the success of
its hedging strategy will depend on Keystone's ability to predict accurately
the future exchange rates between foreign currencies and the U.S. dollar. The
value of the Fund's investments denominated in foreign currencies will depend
on the relative strength of those currencies and the U.S. dollar, and the Fund
may be affected favorably or unfavorably by changes in the exchange rates or
exchange control regulations between foreign currencies and the dollar.
Changes in foreign currency exchange rates also may affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains, if any, to be distributed to
shareholders by the Fund. Although the Fund does not currently intend to do
so, the Fund may also purchase and sell options related to foreign currencies.
The Fund does not intend to enter into foreign currency transactions for
speculation or leverage.

INTEREST RATE TRANSACTIONS (SWAPS, CAPS AND FLOORS).
If the Fund enters into interest rate swap, cap or floor transactions, it
expects to do so primarily for hedging purposes, which may include preserving
a return or spread on a particular investment or portion of its portfolio or
protecting against an increase in the price of securities the Fund anticipates
purchasing at a later date. The Fund does not intend to use these transactions
in a speculative manner.

Interest rate swaps involve the exchange by the Fund with another party of
their respective commitments to pay or receive interest (e.g., an exchange of
floating rate payments for fixed rate payments). Interest rate caps and floors
are similar to options in that the purchase of an interest rate cap or floor
entitles the purchaser, to the extent that a specified index exceeds (in the
case of a cap) or falls below (in the case of a floor) a predetermined
interest rate, to receive payments of interest on a contractually-based
principal ("notional") amount from the party selling the interest rate cap or
floor. The Fund may enter into interest rate swaps, caps and floors on either
an asset-based or liability-based basis, depending upon whether it is hedging
its assets or liabilities, and will usually enter into interest rate swaps on
a net basis (i.e., the two payment streams are netted out, with the Fund
receiving or paying, as the case may be, only the net amount of the two
payments).

The swap market has grown substantially in recent years, with a large number
of banks and investment banking firms acting as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become more established and relatively liquid. Caps and floors are less liquid
than swaps. These transactions also involve the delivery of securities or
other underlying assets and principal. Accordingly, the risk of loss to the
Fund from interest rate transactions is limited to the net amount of interest
payments that the Fund is contractually obligated to make.

COLLATERALIZED MORTGAGE OBLIGATIONS.
The Fund may also invest in fixed rate and adjustable rate collateralized
mortgage obligations ("CMOs"), including CMOs with rates that move inversely
to market rates that are issued by and guaranteed as to principal and interest
by the U.S. government, its agencies or instrumentalities. The principal
governmental issuer of CMOs is Federal National Mortgage Association ("FNMA").
In addition, Federal Home Loan Mortgage Corporation ("FHLMC") issues a
significant number of CMOs. The Fund will not invest in CMOs that are issued
by private issuers. CMOs are debt obligations collateralized by mortgage
securities in which the payment of the principal and interest is supported by
the credit, of, or guaranteed by, the U.S. government or an agency or
instrumentality of the U.S. government. The secondary market for CMOs is
actively traded.

CMOs are structured by redirecting the total payment of principal and
interest on the underlying mortgage securities used as collateral to create
classes with different interest rates, maturities and payment schedules.
Instead of interest and principal payments on the underlying mortgage
securities being passed through or paid pro rata to each holder (e.g., the
Fund), each class of a CMO is paid from and secured by a separate priority
payment of the cash flow generated by the pledged mortgage securities.

Most CMO issues have at least four classes. Classes with earlier changes to
maturities receive priority on payments to assure the early maturity. After
the first class is redeemed, excess cash flow not necessary to pay interest on
the remaining classes is directed to the repayment of the next maturing class
until that class is fully redeemed. This process continues until all classes
of the CMO issue have been paid in full. Among the CMO classes available are
floating (adjustable) rate classes, which have characteristics similar to
Adjustable Rate Mortgages (ARMS), and inverse floating rate classes whose
coupons vary inversely with the rate of some market index. The Fund may
purchase any class of CMO other than the residual (final) class.

An inverse floating rate CMO, i.e., an "inverse floater," bears an interest
rate that resets in the opposite direction of the change in a specified
interest rate index. As market interest rates rise, the interest rate of the
inverse floater goes down, and vice versa. An inverse floater may be
considered to be leveraged to the extent that its interest rate varies by a
magnitude that exceeds the magnitude of the change in the index rate of
interest. Inverse floaters tend to exhibit greater price volatility than
fixed-rate bonds of similar maturity and credit quality. The interest rates on
inverse floaters may be significantly reduced, even to zero, if interest rates
rise. Moreover, the secondary market for inverse floaters may be limited in
rising interest rate environments.

ADJUSTABLE RATE MORTGAGE SECURITIES.
Another type of mortgage-related security, known as adjustable-rate mortgage
securities ("ARMS"), bears interest at a rate determined by reference to a
predetermined interest rate or index. There are two main categories of rates
or indices: (1) rates based on the yield on U.S. Treasury securities, and (2)
indices derived from a calculated measure such as a cost of funds index or a
moving average of mortgage rates. Some rates and indices closely mirror
changes in market interest rate levels, while others tend to lag changes in
market rate levels and tend to be somewhat less volatile.

ARMS may be secured by adjustable-rate mortgages or fixed-rate mortgages.
ARMS secured by fixed-rate mortgages generally have lifetime caps on the
coupon rates of the securities. To the extent that general interest rates
increase faster than the interest rates on the ARMS, these ARMS will decline
in value. The adjustable-rate mortgages that secure ARMS will frequently have
caps that limit the maximum amount by which the interest rate or the monthly
principal and interest payments on the mortgages may increase. These payment
caps can result in negative amortization (i.e., an increase in the balance of
the mortgage loan). Furthermore, since many adjustable-rate mortgages only
reset on an annual basis, the values of ARMS tend to fluctuate to the extent
that changes in prevailing interest rates are not immediately reflected in the
interest rates payable on the underlying adjustable-rate mortgages.

STRIPPED MORTGAGE SECURITIES. Stripped mortgage-related securities ("SMRS")
are mortgage-related securities that are usually structured with two classes
of securities collateralized by a pool of mortgages or a pool of mortgaged-
backed bonds or pass-through securities, with each class receiving different
proportions of the principal and interest payments from the underlying assets.
A common type of SMRS has one class of interest-only securities ("IOs")
receiving all of the interest payments from the underlying assets, while the
other class of securities, principal-only securities ("POs"), receives all of
the principal payments from the underlying assets. IOs and POs are extremely
sensitive to interest rate changes and are more volatile than mortgage-related
securities that are not stripped. IOs tend to decrease in value as interst
rates decrease, while POs generally increase in value as interest rates
decrease. If prepayments of the underlying mortgages are greater than
anticipated, the amount of interest earned on the overall pool will decrease
due to the decreasing principal balance of the assets. Changes in the values
of IOs and POs can be substantial and occur quickly, such as occurred in the
first half of 1994 when the value of many POs dropped precipitously due to
increase in interest rates. For this reason the Fund does not rely on IOs and
POs as the principal means of furthering its investment objective.

Determinations of the liquidity of SMRS issued by the U.S. government, its
agencies and instrumentalities will be made by ascertaining whether such
securities can be disposed of within seven days in the ordinary course of
business at the value used in the calculation of the Fund's net asset value
per share. In the event the Fund purchases Stripped Mortgage Securities
determined to be illiquid, such Stripped Mortgage Securities, together with
investments in other illiquid securities, will be limited to 15% of the Fund's
assets. In any event, the Fund currently intends to invest no more than 15% of
its net assets in IOs and to limit investment in POs so that its PO holdings
do not exceed its IO holdings by more than 5%.

MORTGAGE-RELATED SECURITIES -- SPECIAL CONSIDERATIONS. The value of
mortgage-related securities is affected by a number of factors. Unlike
traditional debt securities, which have fixed maturity dates, mortgage-related
securities may be paid earlier than expected as a result of prepayment of the
underlying mortgages. If property owners make unscheduled prepayments of their
mortgage loans, these prepayments will result in the early payment of the
applicable mortgage-related securities. In that event the Fund may be unable
to invest the proceeds from the early payment of the mortgage-related
securities in an investment that provides as high a yield as the mortgage-
related securities. Consequently, early payment associated with mortgage-
related securities causes these securities to experience significantly greater
price and yield volatility than experienced by traditional fixed-income
securities. The occurrence of mortgage prepayments is affected by the level of
general interest rates, general economic conditions and other social and
demographic factors. During periods of falling interest rates, the rate of
mortgage prepayments tends to increase, thereby tending to decrease the life
of mortgage-related securities. During periods of rising interest rates, the
rate of mortgage prepayments usually decreases, thereby tending to increase
the life of mortgage-related securities. If the life of a mortgage-related
security is inaccurately predicted, the Fund may not be able to realize the
rate of return it expected.

As with fixed-income securities generally, the value of mortgage-related
securities can also be adversely affected by increases in general interest
rates relative to the yield provided by such securities. Such adverse effect
is especially possible with fixed-rate mortgage securities. If the yield
available on other investments rises above the yield of the fixed-rate
mortgage securities as a result of general increases in interest rate levels,
the value of the mortgage-related securities will decline. Although the
negative effect could be lessened if the mortgage-related securities were to
be paid earlier (thus permitting the Fund to reinvest the prepayment proceeds
in investments yielding the higher current interest rate), as described above
the rate of mortgage prepayments and earlier payment of mortgage-related
securities generally tends to decline during a period of rising interest
rates.

Although the value of ARMS may not be affected by rising interest rates as
much as the value of fixed-rate mortgage securities is affected by rising
interest rates, ARMS may still decline in value as a result of rising interest
rates. Although, as described above, the yield on ARMS varies with changes in
the applicable interest rate or index, there is often a lag between increases
in general interest rates and increases in the yield on ARMS as a result of
relatively infrequent interest rate reset dates. In addition, adjustable-rate
mortgages and ARMS often have interest rate or payment caps that limit the
ability of the adjustable-rate mortgages or ARMS to fully reflect increases in
the general level of interest rates.

OTHER ASSET-BACKED SECURITIES. The securitization techniques used to develop
mortgage-related securities are being applied to a broad range of financial
assets. Through the use of trusts and special purpose corporations, various
types of assets, including automobile loans and leases, credit card
receivables, home equity loans, equipment leases and trade receivables, are
being securitized in structures similar to the structures used in mortgage
securitizations. These asset-backed securities are subject to risks associated
with changes in interest rates and prepayment of underlying obligations
similar to the risks of investment in mortgage-related securities discussed
above.

Each type of asset-backed security also entails unique risks depending on
the type of assets involved and the legal structure used. For example, credit
card receivables are generally unsecured obligations of the credit card holder
and the debtors are entitled to the protection of a number of state and
federal consumer credit laws, many of which give such debtors the right to set
off certain amounts owed on the credit cards, thereby reducing the balance
due. There have also been proposals to cap the interest rate that a credit
card issuer may charge. In some transactions, the value of the asset-backed
security is dependent on the performance of a third party acting as credit
enhancer or servicer. Furthermore, in some transactions (such as those
involving the securitization of vehicle loans or leases) it may be
administratively burdensome to perfect the interest of the security issuer in
the underlying collateral and the underlying collateral may become damaged or
stolen.

STRUCTURED SECURITIES. Structured securities represent interests in entities
organized and operated solely for the purpose of restructuring the investment
characteristics of sovereign debt obligations or foreign government
securities. This type of restructuring involves the deposit with or purchase
by an entity, such as a corporation or trust, of specified instruments (such
as commercial bank loans or Brady Bonds) and the issuance by that entity of
one or more classes of structured securities backed by, or representing
interests in, the underlying instruments. The cash flow on the underlying
instruments may be apportioned among the newly issued structured securities to
create securities with different investment characteristics such as varying
maturities, payment priorities and interest rate provisions, and the extent of
the payments made with respect to structured securities is dependent on the
extent of the cash flow on the underlying instruments. Because structured
securities typically involve no credit enhancement, their credit risk
generally will be equivalent to that of the underlying instruments. Structured
securities of a given class may be either subordinated or unsubordinated to
the right of payment of another class. Subordinated structured securities
typically have higher yields and present greater risks than unsubordinated
structured securities.

BRADY BONDS. Brady Bonds are created through the exchange of existing
commercial bank loans to foreign entities for new obligations in connection
with debt restructurings under a plan introduced by former U.S. Secretary of
the Treasury, Nicholas F. Brady (the "Brady Plan"). Brady Bonds have been
issued only recently, and, accordingly, do not have a long payment history.
They may be collateralized or uncollateralized and issued in various
currencies (although most are U.S. dollar-denominated) and they are actively
traded in the over-the-counter secondary market.

U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed-rate
par bonds or floating rate discount bonds, are generally collateralized in
full as to principal due at maturity by U.S. Treasury zero coupon obligations
that have the same maturity as the Brady Bonds. Interest payments on these
Brady Bonds generally are collateralized by cash or securities in an amount
that, in the case of fixed rate bonds, is equal to at least one year of
rolling interest payments based on the applicable interest rate at that time
and is adjusted at regular intervals thereafter. Certain Brady Bonds are
entitled to "value recovery payments" in certain circumstances, which in
effect constitute supplemental interest payments, but generally are not
collateralized. Brady Bonds are often viewed as having up to four valuation
components: (1) collateralized repayment of principal at final maturity, (2)
collateralized interest payments, (3) uncollateralized interest payments, and
(4) any uncollateralized repayment of principal at maturity (these
uncollateralized amounts constitute the "residual risk"). In the event of a
default with respect to collateralized Brady Bonds as a result of which the
payment obligations of the issuer are accelerated, the U.S. Treasury zero
coupon obligations held as collateral for the payment of principal will not be
distributed to investors, nor will such obligations be sold and the proceeds
distributed. The collateral will be held by the collateral agent to the
scheduled maturity of the defaulted Brady Bonds, which will continue to be
outstanding, at which time the face amount of the collateral will equal the
principal payments that would have then been due on the Brady Bonds in the
normal course. In addition, in light of the residual risk of Brady Bonds and,
among other factors, the history of defaults with respect to commercial bank
loans by public and private entities of countries issuing Brady Bonds,
investments in Brady Bonds are to be viewed as speculative.

<PAGE>

EXHIBIT A

REDUCED SALES CHARGES

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

--------------------------------------
KEYSTONE AMERICA
FUND FAMILY

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

--------------------------------------

[Logo] KEYSTONE
INVESTMENTS

Keystone Investment Distributors Company
200 Berkeley Street
Boston, Massachusetts 02116-5034
[Recycle Logo]
GSF-P 11/95
11M

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

[Graphic Omitted]

--------------------------------

GOVERNMENT
SECURITIES
FUND

--------------------------------------

[Logo]

PROSPECTUS AND
APPLICATION

<PAGE>

KEYSTONE GOVERNMENT SECURITIES FUND

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

KEYSTONE GOVERNMENT SECURITIES FUND

STATEMENT OF ADDITIONAL INFORMATION

November 29, 1996

This statement of additional information is not a prospectus, but
relates to, and should be read in conjunction with, the prospectus of Keystone
Government Securities Fund (the "Fund") dated November 29, 1996. A copy of the
prospectus may be obtained from the Fund's principal underwriter, Keystone
Investment Distributors Company (the "Principal Underwriter"),or your
broker-dealer. The Principal Underwriter is located at 200 Berkeley Street,
Boston, Massachusetts 02116-5034.

TABLE OF CONTENTS

Page

The Fund 2
Investment Policies 2
Investment Restrictions 4
Distributions and Taxes 6
Valuation of Securities 8
Brokerage 9
Sales Charges 11
Distribution Plans 15
Trustees and Officers 19
Investment Manager and Investment Adviser 24
Principal Underwriter 28
Declaration of Trust 31
Standardized Total Return
and Yield Quotations 33
Financial Statements 34
Additional Information 35
Appendix A-1

<PAGE>

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THE FUND

- --------------------------------------------------------------------------------

The Fund is an open-end, diversified management investment company
commonly known as a mutual fund. The Fund was formed as a Massachusetts business
trust on October 24, 1986. The Fund is managed by Keystone Management, Inc.
("Keystone Management"), its investment manager, and advised by Keystone
Investment Management Company ("Keystone"), its investment adviser.

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

- --------------------------------------------------------------------------------
INVESTMENT POLICIES

- -------------------------------------------------------------------------------

GNMA Guarantee

The National Housing Act authorizes the Government National Mortgage
Association ("GNMA") to guarantee the timely payment of principal and interest
on securities backed by a group (or pool) of mortgages insured by the Federal
Housing Administration ("FHA") or the Farmers' Home Administration ("FMHA"), or
guaranteed by the Veteran's Administration ("VA"). The GNMA guarantee is backed
by the full faith and credit of the U.S. government. GNMA is also empowered to
borrow without limitation from the U.S. Treasury if necessary to make any
payments required under its guarantee.

Life of GNMA Certificates

The average life of GNMA certificates is likely to be substantially
less than the original maturity of the mortgage pools underlying the securities.
Prepayments of principal by mortgagors and mortgage foreclosures will usually
result in the return of the greatest part of principal invested well before the
maturity of the mortgages in the pool. (Note: Due to the GNMA guarantee,
foreclosures impose no risk to principal investment.)

Because prepayment rates of individual mortgage pools will vary widely,
it is not possible to accurately predict the average life of a particular issue
of GNMA certificates. However, statistics published by the FHA are normally used
as an indicator of the expected average life of GNMA certificates. These
statistics indicate that the average life of single-family dwelling mortgages
with 25-30 years maturities, the type of mortgages backing the vast majority of
GNMA certificates, is approximately 12 years. For this reason, it is standard
practice to treat GNMA certificates as 30-year mortgage-backed securities that
prepay fully in the twelfth year.

Yield Characteristics of GNMA Certificates

The coupon rate of interest of GNMA certificates is lower than the
interest rate paid on the VA-guaranteed or FHA-insured mortgages underlying the
certificates, but only by the amount of the fee paid to GNMA and the issuer. For
the most common type of mortgage pool, containing single family dwelling
mortgages, GNMA receives an annual fee based on the outstanding principal for
providing its guarantee, and the issuer is paid an annual fee for assembling the
mortgage pool and for passing through monthly payments of interest and principal
to certificate holders.

For the following reasons, the coupon rate by itself is not indicative
of the yield that will be earned on the certificates:

1. certificates may be issued at a premium or discount, rather than at
par;

2. after issuance, certificates may trade in the secondary market at a
premium or discount;

3. interest is earned monthly, rather than semi-annually as for
traditional bonds, and monthly compounding has the effect of raising the
effective yield earned on GNMA certificates; and

4. the actual yield of each GNMA certificate is influenced by the
prepayment experience of the mortgage pool underlying the certificate; i.e., if
mortgagors pay off their mortgages early, the principal returned to certificate
holders may be reinvested at more or less favorable rates.

In determining yields for GNMA certificates, the standard practice is
to assume that the certificates will have a 12-year life. Compared on this
basis, GNMA certificates have historically yielded more than high grade
corporate bonds and U.S. government and U.S. government agency bonds. As the
life of individual pools may vary widely, however, the actual yield earned on
any issue of GNMA certificates may differ significantly from the yield estimated
on the assumption of a 12-year life.

Market for GNMA Certificates

Since the inception of the GNMA mortgage-backed securities program in
1970, the amount of GNMA certificates outstanding has grown rapidly. The size of
the market and the active participation in the secondary market by securities
dealers and many types of investors make the GNMA certificate a highly liquid
instrument. Prices of GNMA certificates are readily available from securities
dealers and depend on, among other things, the level of market rates, the
certificate's coupon rate and the prepayment experience of the pool of mortgages
backing the certificate.

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INVESTMENT RESTRICTIONS

- --------------------------------------------------------------------------------

The Fund has adopted the fundamental investment restrictions set forth
below. These restrictions may not be changed without the vote of a majority of
the Fund's outstanding voting shares (as defined in the Investment Company Act
of 1940 (the "1940 Act"), which means the lesser of (1) 67% of the shares
represented at a meeting at which more than 50% of the outstanding shares are
represented or (2) more than 50% of the outstanding shares). Unless otherwise
stated, all references to the assets of the Fund are in terms of current market
value. The Fund may not do the following:

1. purchase any security (other than U.S. government securities) of any
issuer if as a result more than 5% of its total assets would be invested in
securities of the issuer, except that up to 25% of its total assets may be
invested without regard to this limit;

2. purchase securities on margin, except that it may obtain such
short-term credit as may be necessary for the clearance of purchases and sales
of securities;

3. make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or of securities which, without payment of any further consideration,
are convertible into or exchangeable for securities of the same issue as, and
equal in amount to, the securities sold short;

4. borrow money or enter into reverse repurchase agreements, except
that the Fund may enter into reverse repurchase agreements or borrow money from
banks for temporary or emergency purposes in aggregate amounts up to one-third
of the value of the Fund's net assets; provided that while borrowings exceed 5%
of the Fund's net assets, any such borrowings will be repaid before additional
investments are made;

5. pledge more than 15% of its net assets to secure indebtedness; the
purchase or sale of securities on a "when issued" basis or collateral
arrangement with respect to the writing of options on securities are not deemed
to be a pledge of assets;

6. issue senior securities; the purchase or sale of securities on a
"when issued" basis or collateral arrangement with respect to the writing of
options on securities are not deemed to be the issuance of a senior security;

7. make loans, except that the Fund may (a) purchase or hold debt
securities consistent with its investment objective, (b) lend portfolio
securities valued at not more than 15% of its total assets to broker-dealers,
and (c) enter into repurchase agreements;

8. purchase any security if more than 25% of its total assets would be
invested in securities of issuers in a single industry except that (a) there is
no restriction with respect to obligations issued or guaranteed by the U.S.
government, its agencies or instrumentalities; (b) wholly owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of the parents; (c)
the industry classification of utilities will be determined according to their
services (for example, gas, gas transmission, electric and telephone will each
be considered a separate industry); and (d) the industry classification of
medically related industries will be determined according to their services (for
example, management, hospital supply, medical equipment and pharmaceuticals will
each be considered a separate industry);

9. invest more than 10% of its total assets in securities with legal or
contractual restrictions on resale or in securities for which market quotations
are not readily available or in repurchase agreements maturing in more than
seven days;

10. invest more than 5% of its total assets in securities of any
company having a record, together with its predecessors, of less than three
years of continuous operation;

11. purchase securities of other investment companies except in
connection with a merger, consolidation, reorganization, purchase of assets or
similar transaction;

12. purchase or sell commodities or commodity contracts or real estate,
except that the Fund may purchase securities and sell securities secured by real
estate and securities of companies which invest in real estate; and may engage
in currency or other financial futures contracts and related options
transactions; and

13. underwrite securities of other issuers, except that the Fund may
purchase securities from the issuer or others and dispose of such securities in
a manner consistent with its investment objective.

If a percentage limit is satisfied at the time of investment or
borrowing, a later increase or decrease resulting from a change in asset value
is not a violation of the limit.

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

- --------------------------------------------------------------------------------

The Fund will make distributions to its shareholders from net
investment income monthly and net capital gains, if any, annually in shares or,
at the option of the shareholder, in cash.

Shareholders who have not opted, prior to the record date for any
distribution, to receive cash will have the number of distributed shares
determined on the basis of the Fund's net asset value per share computed at the
end of the day on the ex-dividend date after adjustment for the distribution.
Net asset value is used in computing the number of shares in both gains and
income distribution reinvestments. Account statements and/or checks as
appropriate will be mailed to shareholders within seven days after the Fund pays
the distribution. Unless the Fund receives instructions to the contrary before
the record date, it will assume that the shareholder wishes to receive that
distribution and future gains and income distributions in shares. Instructions
continue in effect until changed in writing.

Distributions are taxable whether received in cash or additional
shares. Distributed long-term capital gains are taxable as such to the
shareholder, regardless of how long the shareholder has held the Fund shares.
However, if such shares are held for less than six months and redeemed at a
loss, the shareholder will recognize a long-term capital loss on such shares to
the extent of the long-term capital gain distribution received in connection
with such shares. If the net asset value of the Fund's shares is reduced below a
shareholder's cost by a capital gains distribution, such distribution, to the
extent of the reduction, would be a return of investment though taxable as
stated above. Since distributions of capital gains depend upon profits actually
realized from the sale of securities by the Fund, they may or may not occur. The
foregoing comments relating to the taxation of dividends and distributions paid
on the Fund's shares relate solely to federal income taxation. Such dividends
and distributions may also be subject to state and local taxes.

When the Fund makes a distribution, it intends to distribute only the
Fund's net capital gains and such income as has been predetermined to the best
of the Fund's ability to be taxable as ordinary income. Shareholders of the Fund
will be advised annually of the federal income tax status of distributions.

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

- --------------------------------------------------------------------------------

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

(1) securities traded in the over-the-counter market are valued at the
mean of the bid and asked prices at the time of valuation, provided that a sale
has occurred and that this price reflects current market value according to
standards established by the Fund's Board of Trustees;

(2) short term U.S. Government Guaranteed Securities (other than GNMA
certificates) and Other Eligible Securities that are purchased with maturities
of sixty days or less, including all master demand notes, are valued at
amortized cost (original purchase cost as adjusted for amortization of premium
or accretion of discount), plus either accrued interest or amortized discount;
short-term investments maturing in more than sixty days for which market
quotations are readily available are valued at current market value; and
short-term investments maturing in more than sixty days when purchased that are
held on the sixtieth day prior to maturity are valued at amortized cost (market
value on the sixtieth day adjusted for amortization of premium or accretion of
discount), which, when combined with accrued interest, approximates market; and

(3) all other U.S. Government Guaranteed Securities (other than GNMA
certificates) and Other Eligible Securities for which market quotations are
readily available are valued at current market value or, where market quotations
are not readily available, at fair value as determined in good faith according
to procedures established by the Board of Trustees; and

(4) securities, including restricted securities and other assets, for
which market quotations are not readily available are valued at prices deemed in
good faith to be fair under procedures established by the Fund's Board of
Trustees.

The Fund believes that reliable market quotations are generally not
readily available for purposes of valuing U.S. Government Guaranteed Securities,
other than Treasury bills, and certain Other Eligible Securities. As a result,
it is likely that most of the valuations for such securities will be based upon
their fair value determined under procedures that have been approved by the
Fund's Board of Trustees. The Fund's Board of Trustees has authorized the use of
a pricing service to determine the fair value of such securities.

- --------------------------------------------------------------------------------
BROKERAGE

- --------------------------------------------------------------------------------

It is the policy of Keystone, in effecting transactions in the Fund's
portfolio securities, to seek best execution of orders at the most favorable
prices. The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations including, without limitation, the overall direct net economic
result to the Fund, involving both price paid or received and any commissions
and other costs paid; the efficiency with which the transaction is effected; the
broker's ability to effect the transaction at all where a large block is
involved; the availability of the broker to stand ready to execute potentially
difficult transactions in the future; and the financial strength and stability
of the broker. Such considerations are weighed by management in determining the
overall reasonableness of brokerage commissions paid.

Subject to the foregoing, a factor in the selection of brokers is the
receipt of research services, such as analyses and reports concerning issuers,
industries, securities, economic factors and trends and other statistical and
factual information. Any such research and other statistical and factual
information provided by brokers to the Fund, Keystone Management or Keystone is
considered to be in addition to, and not in lieu of, services required to be
performed by Keystone Management under its Investment Management Agreement with
the Fund (the "Management Agreement") or Keystone under its Investment Advisory
Agreement with Keystone Management (the "Advisory Agreement"). The cost, value
and specific application of such information are indeterminable and cannot be
practically allocated among the Fund and other clients of Keystone Management or
Keystone who may indirectly benefit from the availability of such information.
Similarly, the Fund may indirectly benefit from information made available as a
result of transactions effected for such other clients. Under the Management
Agreement and the Advisory Agreement, Keystone Management and Keystone are
permitted to pay higher brokerage commissions for brokerage and research
services in accordance with Section 28(e) of the Securities Exchange Act of
1934. In the event Keystone Management and Keystone do follow such a practice,
they will do so on a basis that is fair and equitable to the Fund.

The Fund may seek to maximize the rate of return on its portfolio by
engaging in short-term trading consistent with its investment objective. Such
trading will occur primarily in anticipation of or in response to market
developments, including a rise or fall in interest rates. In addition, a
security may be sold and another purchased at approximately the same time to
take advantage of what Keystone believes to be a temporary disparity in the
normal yield relationship between the two securities. Yield disparities may
occur for reasons not directly related to the investment quality of particular
issues or the general movement of interest rates, due to such things as changes
in the overall demand for, or supply of, various types of U.S. Government
Guaranteed Securities (as defined in the Fund's prospectus) and Other Eligible
Securities (as defined in the Fund's prospectus) or changes in the investment
objectives of investors. This policy of short-term trading may result in a
higher portfolio turnover and increased expenses.

Neither Keystone Management, Keystone, nor the Fund intend to place
securities transactions with any particular broker-dealer or group thereof. The
Fund's Board of Trustees, however, has determined that the Fund may consider
sales of shares as a factor in the selection of broker-dealers to execute
portfolio transactions, subject to the requirements of best execution, including
best price, described above.

The Fund's Board of Trustees periodically reviews the Fund's brokerage
policy. In the event of further regulatory developments affecting securities
exchanges and brokerage practices generally, the Board of Trustees may change,
modify or eliminate any of the foregoing practices.

Investment decisions for the Fund are made independently by Keystone
Management or Keystone from those of the other funds and investment accounts
managed by Keystone Management or Keystone. It may frequently develop, however,
that the same investment decision is made for more than one fund. Simultaneous
transactions are inevitable when the same security is suitable for the
investment objective of more than one account. When two or more funds or
accounts are engaged in the purchase or sale of the same security, the
transactions are allocated as to amount in accordance with a formula which is
equitable to each fund or account. Although, in some cases this system could
have a detrimental effect on the price or volume of the Fund portfolio
securities, in other cases, the Fund believes that its ability to participate in
volume transactions will produce better executions for the Fund.

Portfolio securities are not purchased from or sold to Keystone
Management, Keystone, the Principal Underwriter or any of their affiliated
persons, as defined in the 1940 Act and rules and regulations issued thereunder.

The Fund paid no brokerage commissions during the fiscal years ended
July 31, 1994, 1995 and 1996.

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

- --------------------------------------------------------------------------------

General

The Fund offers Class A, B, and C shares. Class A shares are offered
with a maximum sales charge of 4.75% payable at the time of purchase ("Front-End
Load Option"). Class B shares purchased on or after June 1, 1995, are subject to
a contingent deferred sales charge (a "CDSC") payable upon redemption during the
72-month period from and including the month of purchase. Class B shares
purchased prior to June 1, 1995, are subject to a CDSC payable upon redemption
within three calendar years after the first year of purchase ("Back-End Load
Option"). Class B shares purchased on or after June 1, 1995, that have been
outstanding eight years from and including the month of purchase will
automatically convert to Class A shares without imposition of a front-end sales
charge or exchange fee. Class B shares purchased prior to June 1, 1995, that
have been outstanding during seven calendar years will similarly convert to
Class A shares. (Conversion of Class B shares represented by stock certificates
will require the return of the stock certificates to Keystone Investor Resource
Center, Inc., the Fund's transfer and dividend disbursing agent ("KIRC").) Class
C shares are sold subject to a CDSC payable upon redemption within one year
after purchase ("Level Load Option"). Class C shares are available only through
broker-dealers who have entered into special distribution agreements with the
Principal Underwriter. The prospectus contains a general description of how
investors may buy shares of the Fund and a description of applicable CDSCs.

Contingent Deferred Sales Charges

In order to reimburse the Fund for certain expenses relating to the
sale of its shares (see "Distribution Plans"), a CDSC is imposed at the time of
redemption of certain Fund shares, as described below. If imposed, the CDSC is
deducted from the redemption proceeds otherwise payable to you. The CDSC is
retained by the Principal Underwriter. See "Calculation of Contingent Deferred
Sales Charge" below.

Class A Shares

With certain exceptions, purchases of Class A shares (1) in an amount
equal to or exceeding $1,000,000 and/or (2) by a corporate or certain other
qualified retirement plan or a non-qualified deferred compensation plan or a
Title I tax sheltered annuity or TSA Plan sponsored by an organization having
100 or more eligible employees (a "Qualifying Plan"), in either case without a
front-end sales charge, will be subject to a CDSC during the 24-month period
following the date of purchase.

Class B Shares

With respect to Class B shares purchased on or after June 1, 1995, the
Fund, with certain exceptions, will impose a deferred sales charge on Class B
shares redeemed during succeeding twelve-month periods as follows: 5.00% during
the first twelve-month period; 4.00% during the second twelve-month period;
3.00% during the third twelve-month period; 3.00% during the fourth twelve-month
period; 2.00% during the fifth twelve-month period, and 1.00% during the sixth
twelve-month period. No deferred sales charge is imposed on amounts redeemed
thereafter.

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

Amounts received by the Principal Underwriter under the Class B
Distribution Plans are reduced by CDSCs retained by the Principal Underwriter.
See "Calculation of Contingent Deferred Sales Charge" below.

Class C Shares

With certain exceptions, the Fund may impose a CDSC of 1.00% on Class C
shares redeemed within one year after the date of purchase. No CDSC is imposed
on amounts redeemed thereafter. See "Calculation of Contingent Deferred Sales
Charge" below.

Calculation of Contingent Deferred Sales Charge

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

No CDSC is imposed when you redeem amounts derived from (1) increases
in the value of your account above the net cost of such shares; (2) certain
shares with respect to which the Fund did not pay a commission on issuance,
including shares acquired through reinvestment of dividend income and capital
gains distributions; (3) certain Class A shares held for more than 24 months;
(4) Class B shares held more than four consecutive calendar years or 72 months,
as the case may be; or (5) Class C shares held for more than one year from date
of purchase.

Upon request for redemption, shares not subject to the CDSC will be
redeemed first. Thereafter, shares held the longest will be the first to be
redeemed. There is no CDSC when the shares of a class are exchanged for the
shares of the same class of another Keystone America Fund. Moreover, for the
purpose of computing CDSCs, when shares of one fund are exchanged for shares of
another fund, the date of purchase of the shares being acquired by exchange is
deemed to be the date the shares being tendered for exchange were originally
purchased.

Waiver of Sales Charge

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

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

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

In addition, no CDSC is imposed on a redemption of shares of the Fund
in the event of (1) death or disability of the shareholder; (2) a lump-sum
distribution from a benefit plan qualified under the Employee Retirement Income
Security Act of 1974 ("ERISA"); (3) automatic withdrawals from ERISA plans if
the shareholder is at least 59 1/2 years old; (4) involuntary redemptions of an
account having an aggregate net asset value of less than $1,000; (5) automatic
withdrawals under a Systematic Income Plan of up to 1.5% per month of the
shareholder's initial account balance; (6) withdrawals consisting of loan
proceeds to a retirement plan participant; (7) financial hardship withdrawals
made by a retirement plan participant; or (8) withdrawals consisting of returns
of excess contributions or excess deferral amounts made to a retirement plan
participant.

Redemptions in Kind

If conditions arise that would make it undesirable for the Fund to pay
for all redemptions in cash, the Fund may authorize payment to be made in
portfolio securities or other property. The Fund has obligated itself, however,
under the 1940 Act, to redeem for cash all shares presented for redemption by
any one shareholder up to the lesser of $250,000 or 1% of the Fund's net assets
in any 90-day period. Securities delivered in payment of redemptions would be
valued at the same value assigned to them in computing the net asset value per
share and would, to the extent permitted by law, be readily marketable.
Shareholders receiving such securities would incur brokerage costs upon the
securities' sale.

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DISTRIBUTION PLANS

- --------------------------------------------------------------------------------

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

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

The NASD limits the amount that the Fund may pay annually in
distribution costs for sale of its shares and shareholder service fees. The NASD
currently limits annual expenditures to 1.00% of the aggregate average daily net
asset value of the Fund's shares, of which 0.75% may be used to pay such
distribution costs and 0.25% may be used to pay shareholder service fees. The
NASD also limits the aggregate amount that the Fund may pay for such
distribution costs to 6.25% of gross share sales since the inception of the
Distribution Plan, plus interest at the prime rate plus 1% on such amounts (less
any CDSCs paid by shareholders to the Principal Underwriter) remaining unpaid
from time to time.

Class A Distribution Plan

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

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

Class B Distribution Plan

Each Class B Distribution Plan provides that the Fund may expend daily
amounts at an annual rate of up to 1.00% of the Fund's average daily net asset
value attributable to Class B shares to finance any activity that is primarily
intended to result in the sale of Class B shares, including, without limitation,
expenditures consisting of payments to the Principal Underwriter (1) to enable
the Principal Underwriter to pay to others (broker-dealers) commissions in
respect of Class B shares sold since inception of the Distribution Plan; and (2)
to enable the Principal Underwriter to pay or to have paid to others a service
fee, at such intervals as the Principal Underwriter may determine, in respect of
Class B shares maintained by such recipients and outstanding on the books of the
Fund for specified periods.

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

The Principal Underwriter intends, but is not obligated, to continue to
pay or accrue distribution charges incurred in connection with a Class B
Distribution Plan that exceed current annual payments permitted to be received
by the Principal Underwriter from the Fund ("Advances"). The Principal
Underwriter intends to seek full reimbursement of Advances charges from the Fund
(together with annual interest thereon at the prime rate plus 1%) at such time
in the future as, and to the extent that, payment thereof by the Fund would be
within the permitted limits. If the Fund's Independent Trustees authorize such
Advances, the effect would be to extend the period of time during which the Fund
incurs the maximum amount of costs allowed by a Class B Distribution Plan.

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

Class C Distribution Plan

The Class C Distribution Plan provides that the Fund may expend daily
amounts at an annual rate of up to 1.00% of the Fund's average daily net asset
value attributable to Class C shares to finance any activity that is primarily
intended to result in the sale of Class C shares, including, without limitation,
expenditures consisting of payments to the Principal Underwriter) (1) to enable
the Principal Underwriter to pay to others (broker-dealers) commissions in
respect of Class C shares sold since inception of the Distribution Plan; and (2)
to enable the Principal Underwriter to pay or to have paid to others a service
fee, at such intervals as the Principal Underwriter may determine, in respect of
Class C shares maintained by such recipients and outstanding on the books of the
Fund for specified periods.

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

Distribution Plans - General

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

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

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

Each of the Distribution Plans may be terminated at any time by a vote
of the Fund's Independent Trustees, or by vote of a majority of the outstanding
voting shares of the respective class of the Fund. If a Class B Distribution
Plan is terminated, the Principal Underwriter will ask the Independent Trustees
to take whatever action they deem appropriate under the circumstances with
respect to payment of Advances.

For the fiscal year ended July 31, 1996, the Fund paid the Principal
Underwriter $66,218, $197,134 ($150,440 with respect to Class B shares sold
prior to June 1, 1995 and $46,694 with respect to Class B shares sold on or
after June 1, 1995) and $86,726, respectively, pursuant to its Class A, Class B
and Class C Distribution Plans.

At July 31, 1996, unpaid distribution costs for Class B shares sold
prior to June 1, 1995, Class B shares sold on or after June 1, 1995, and Class C
shares were $1,068,462 (6.04% of Class B net assets at July 31, 1996), $343,081
(1.94% of Class B net assets at July 31, 1996), and $1,543,638 (18.61% of Class
C net assets at July 31 1996), respectively.

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

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TRUSTEES AND OFFICERS

- --------------------------------------------------------------------------------

Trustees and officers of the Fund, their principal occupations and some
of their affiliations over the last five years are as follows:

*ALBERT H. ELFNER, III: President, Chief Executive Officer and Trustee of the
Fund; Chairman of the Board, President and Chief Executive Officer of
Keystone Investments, Keystone, Keystone Management and Keystone
Software, Inc. ("Keystone Software"); President, Chief Executive
Officer and Trustee or Director of all other funds in the Keystone
Investments Family of Funds; Chairman of the Board and Director of
Keystone Institutional Company, Inc. ("Keystone Institutional")and
Keystone Fixed Income Advisers ("KFIA"); Director and President of
Keystone Asset Corporation, Keystone Capital Corporation and Keystone
Trust Company; Director of the Principal Underwriter, KIRC, and
Fiduciary Investment Company, Inc. ("FICO"); Director of Boston
Children's Services Associa tion; Trustee of Anatolia College,
Middlesex School, and Middlebury College; Member, Board of Governors,
New England Medical Center; former Director and President of Hartwell
Keystone Advisers, Inc. ("Hartwell Keystone"); former Director and Vice
President, Robert Van Partners, Inc.; and former Trustee of Neworld
Bank.

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

CHARLES A. AUSTIN III: Trustee of the Fund; Trustee or Director of all other
funds in the Keystone Investments Family of Funds; Investment Counselor
to Appleton Partners, Inc.; and former Managing Director, Seaward
Management Corporation (in vestment advice).

*GEORGE S. BISSELL: Chairman of the Board and Trustee of the Fund; Chairman of
the Board and Trustee or Director of all other funds in the Keystone
Investments Family of Funds; Director of Keystone Investments; Chairman
of the Board and Trustee of Anatolia College; Trustee of University
Hospital (and Chairman of its Investment Committee); former Director
and Chairman of the Board of Hartwell Keystone; and former Chairman of
the Board and Chief Executive Officer of Keystone Investments.

EDWIN D. CAMPBELL: Trustee of the Fund; Trustee or Director of all other
funds in the Keystone Investments Family of Funds; Principal, Padanaram
Associates, Inc.; and former Executive Director, Coalition of Essential
Schools, Brown University.

CHARLES F. CHAPIN: Trustee of the Fund; Trustee or Director of all other funds
in the Keystone Investments Family of Funds; and former Director,
Peoples Bank (Charlotte, NC).

K. DUN GIFFORD: Trustee of the Fund; Trustee or Director of all other
funds in the Keystone Investments Family of Funds; Trustee, Treasurer,
and Chairman of the Finance Committee, Cambridge College; Chairman
Emeritus and Director, American Institute of Food and Wine; Chairman
and President, Oldways Preservation and Exchange Trust (education);
Former Chairman of the Board, Director, and Executive Vice President,
The London Harness Company; former Managing Partner, Roscommon Capital
Corp.; former Chief Executive Officer, Gifford Gifts of Fine Foods;
former Chairman, Gifford, Drescher & Associates (environmental
consulting); and former Director, Keystone Investments and Keystone.

LEROY KEITH, JR.: Trustee of the Fund; Trustee or Director of all other funds
in the Keystone Investments Family of Funds; Chairman of the Board and
Chief Executive Officer, Carson Products Company; Director of Phoenix
Total Return Fund and Equifax, Inc.; Trustee of Phoenix Series Fund,
Phoenix Multi- Portfolio Fund, and The Phoenix Big Edge Series Fund;
and former President, Morehouse College.

F. RAY KEYSER, JR.: Trustee of the Fund; Trustee or Director of all other
funds in the Keystone Investments Family of Funds; Chairman and Of
Counsel, Keyser, Crowley, Meub, Layden, Kulig & Sullivan P.C.; Member,
Governor's (VT) Council of Economic Advisers; Chairman of the Board and
Director, Central Vermont Public Service Corporation and Lahey
Hitchcock Clinic; Di rector, Vermont Yankee Nuclear Power Corporation,
Grand Trunk Corporation, Grand Trunk Western Railroad, Union Mutual
Fire Insurance Company, New England Guaranty Insurance Company, Inc.,
and the Investment Company Institute; former Director and President,
Associated Industries of Vermont; former Director of Keystone, Central
Vermont Railway, Inc., S.K.I. Ltd., and Arrow Financial Corp.; and
former Director and Chairman of the Board, Hitchcock Clinic, Proctor
Bank, and Green Mountain Bank.

DAVID M. RICHARDSON: Trustee of the Fund; Trustee or Director of all other
funds in the Keystone Investments Family of Funds; Vice Chair and
former Executive Vice President, DHR Interna tional, Inc. (executive
recruitment); former Senior Vice President, Boyden International Inc.
(executive recruitment); and Director, Commerce and Industry
Association of New Jersey, 411 International, Inc., and J & M Cumming
Paper Co.

RICHARD J. SHIMA: Trustee of the Fund; Trustee or Director of all other funds
in the Keystone Investments Family of Funds; Chairman, Environmental
Warranty, Inc. (insurance agency); Executive Consultant, Drake Beam
Morin, Inc. (executive outplacement); Director of Connecticut Natural
Gas Corpora tion, Hartford Hospital, Old State House Association,
Middlesex Mutual Assurance Company, and Enhance Financial Services,
Inc.; Chairman, Board of Trustees, Hartford Graduate Center; Trustee,
Greater Hartford YMCA; former Director, Vice Chairman and Chief
Investment Officer, The Travelers Corpora tion; former Trustee,
Kingswood-Oxford School; and former Managing Director and Consultant,
Russell Miller, Inc.

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

EDWARD F. GODFREY: Senior Vice President of the Fund; Senior Vice President of
all other funds in the Keystone Investments Family of Funds; Director,
Senior Vice President, Chief Financial Officer, and Treasurer of
Keystone Investments, the Principal Underwriter, Keystone Asset
Corporation, Keystone Capital Corporation, and Keystone Trust Company;
Treasurer of Keystone Institutional and FICO; Treasurer and Director of
Keystone Management and Keystone Software; Vice President and Treasurer
of KFIA; Director of KIRC; former Treasurer and Director of Hartwell
Keystone; and former Treasurer of Robert Van Partners, Inc.

JAMES R. McCALL: Senior Vice President of the Fund; Senior Vice President of
all other funds in the Keystone Investments Family of Funds; and
President of Keystone.

J. KEVIN KENELY: Treasurer of the Fund; Treasurer of all other funds in
the Keystone Investments Family of Funds; Vice President and former
Controller of Keystone Investments, Keystone, the Principal
Underwriter, FICO, and Keystone Software; and former Controller of
Keystone Asset Corporation and Keystone Capital Corporation.

ROSEMARY D. VAN ANTWERP: Senior Vice President and Secretary of the Fund; Senior
Vice President and Secretary of all other funds in the Keystone
Investments Family of Funds; Senior Vice President, General Counsel,
and Secretary of Keystone; Senior Vice President, General Counsel,
Secretary, and Director of the Principal Underwriter, Keystone
Management, and Keystone Software; Senior Vice President and General
Counsel of Keystone Institutional; Senior Vice President, General
Counsel, and Director of FICO and KIRC; Vice President and Secretary of
KFIA; Senior Vice President, General Counsel, and Secretary of Keystone
Investments, Keystone Asset Corporation, Keystone Capital Corporation,
and Keystone Trust Company; and former Senior Vice President and
Secretary of Hartwell Keystone and Robert Van Partners, Inc.

CHRISTOPHER P. CONKEY: Vice President of the Fund; Vice President of certain
other funds in the Keystone Investments Family of Funds; and Senior
Vice President of Keystone.

* This Trustee may be considered an "interested person" within the meaning of
the 1940 Act.

Mr. Elfner and Mr. Bissell are "interested persons" of the Fund by
virtue of their positions as officers and/or Directors of Keystone Investments
and several of its affiliates including Keystone, the Principal Underwriter and
KIRC. Mr. Elfner and Mr. Bissell own shares of Keystone Investments. Mr. Elfner
is Chairman of the Board, Chief Executive Officer and Director of Keystone
Investments. Mr. Bissell is a Director of Keystone Investments.

During the fiscal year ended July 31, 1996, no Trustee or any other
officer received any direct remuneration from the Fund. For the calendar year
ended December 31, 1995, aggregate compensation received by the Independent
Trustees on a complex wide basis (which includes over 30 mutual funds) was
approximately $450,716. As of October 31, 1996, the Trustees and officers of the
Fund beneficially owned less than 1% of each of the Fund's Class A, B, and C
shares.

The address of all the Fund's Trustees, officers and the address of the
Fund is 200 Berkeley Street, Boston, Massachusetts 02116-5034.

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INVESTMENT MANAGER AND INVESTMENT ADVISER

- --------------------------------------------------------------------------------

Investment Manager

Subject to the general supervision of the Fund's Board of Trustees,
Keystone Management, located at 200 Berkeley Street, Boston, Massachusetts
02116-5034, is responsible for the overall management of the Fund's business and
affairs. Keystone Management, organized in 1989, is a wholly-owned subsidiary of
Keystone. Its directors and principal executive officers have been affiliated
with Keystone, a seasoned investment adviser, for a number of years. Keystone
Management also serves as investment manager to some of the other funds in the
Keystone America Fund Family and to certain other funds in the Keystone
Investments Family of Funds.

Except as otherwise noted below, pursuant to the Management Agreement,
Keystone Management manages and administers the operation of the Fund and
manages the investment and reinvestment of the Fund's assets in conformity with
the Fund's investment objectives and restrictions. The Management Agreement
stipulates that Keystone Management shall provide (i) office space and all
necessary office facilities, equipment and personnel in connection with its
services under the Management Agreement and (ii) shall pay or reimburse the Fund
for the compensation of Fund officers and Trustees who are affiliated persons of
Keystone and Keystone Management. The Fund shall bear all other costs and
expenses, including, but not limited to, (i) custodian charges and expenses;
(ii) bookkeeping and auditors' charges and expenses; (iii) transfer agent
charges and expenses; (iv) fees of the Independent Trustees; (v) brokerage
commissions, brokers' fees and expenses and issue and transfer taxes; (vi) costs
and expenses under the Distribution Plans; (vii) taxes and trust fees payable to
governmental agencies; (viii) the cost of share certificates; (ix) fees and
expenses of the registration and qualification of the Fund and its shares with
the Securities and Exchange Commission (the "Commission") or under state or
other securities laws; (x) expenses of shareholders' and Trustees' meetings;
(xi) charges and expenses of legal counsel for the Fund and for the Independent
Trustees on matters relating to the Fund; (xii) charges and expenses of filing
annual and other reports with the Commission and other authorities; and (xiii)
all extraordinary charges and expenses of the Fund.

The Management Agreement permits Keystone Management to enter into an
agreement with Keystone or another investment adviser, under which Keystone or
such other investment adviser, as investment adviser, will provide substantially
all the services to be provided by Keystone Management under the Management
Agreement. The Management Agreement also permits Keystone Management to delegate
to Keystone or another investment adviser substantially all of the investment
manager's rights, duties and obligations under the Management Agreement.

Services performed by Keystone Management include (1) performing
research and planning with respect to (a) the Fund's qualification as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986 , as amended, (b) tax treatment of the Fund's portfolio investments, (c)
tax treatment of special corporate actions (such as reorganizations), (d) state
tax matters affecting the Fund, and (e) the Fund's distributions of income and
capital gains; (2) preparing the Fund's federal and state tax returns; and (3)
providing services to the Fund's shareholders in connection with federal and
state taxation and distributions of income and capital gains.

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

Net Asset Value
Management of the Shares
Fee Income of the Fund
- --------------------------------------------------------------------------------
2.0% of Gross Dividend
and Interest Income,
plus
0.50% of the first $ 100,000,000 , plus
0.45% of the next $ 100,000,000 , plus
0.40% of the next $ 100,000,000 , plus
0.35% of the next $ 100,000,000 , plus
0.30% of the next $ 100,000,000 , plus
0.25% of amounts over $ 500,000,000

computed as of the close of business each business day.

Keystone has voluntarily limited the expenses of Class A shares to
1.15% of average net class assets annually and each of Class B and Class C
shares to 1.90% of average net class assets annually. Keystone currently intends
to continue these expense limits on a calendar month-by-month basis. Keystone
will periodically evaluate these expense limits and may modify or terminate them
in the future. In accordance with the voluntary expense limitations in effect
for the fiscal year ended July 31, 1996, Keystone reimbursed the Fund $74,053,
$54,565, and $24,301, respectively, for Class A Shares, Class B Shares and Class
C Shares.

The Management Agreement continues in effect from year to year only if
approved at least annually (i) by the Fund's Board of Trustees or by a vote of a
majority of the outstanding shares, and (ii) by the vote of a majority of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval. The Management Agreement may be terminated, without
penalty, on 60 days' written notice by the Fund's Board of Trustees or by a vote
of a majority of outstanding shares and by Keystone Management on 60 days'
written notice to the Fund. The Management Agreement will terminate
automatically upon its "assignment," as that term is defined in the 1940 Act.

Investment Adviser

Pursuant to its Management Agreement with the Fund, Keystone Management
has delegated its investment management functions, except for certain
administrative and management services, to Keystone and has entered into the
Advisory Agreement under which Keystone provides investment advisory and
management services to the Fund. As a result, subject to the supervision of the
Fund's Board of Trustees, Keystone performs services on behalf of the Fund that
are substantially similar to those described above with respect to Keystone
Management.

Keystone has provided investment advisory and management services to
investment companies and private accounts since 1932. Keystone is a wholly-owned
subsidiary of Keystone Investments. Both Keystone and Keystone Investments are
located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

Keystone Investments is a private corporation predominantly owned by
current and former members of management of Keystone and its affiliates. The
shares of Keystone Investments common stock beneficially owned by management are
held in a number of voting trusts, the trustees of which are George S. Bissell,
Albert H. Elfner, III, Edward F. Godfrey, Ralph J. Spuehler, Jr., and Rosemary
D. Van Antwerp. Keystone Investments provides accounting, bookkeeping, legal,
personnel and general corporate services to Keystone Management, Keystone, their
affiliates and the Keystone Investments Family of Funds.

Pursuant to the Advisory Agreement, Keystone receives for its services
an annual fee equal to 85% of the management fee received by Keystone Management
under the Management Agreement.

During the fiscal year ended July 31, 1994, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$498,981(0.64% of the Fund's average net assets). Of such amount paid to
Keystone Management, $424,134 was paid to Keystone for its services to the Fund.

During the fiscal year ended July 31, 1995, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$404,773 (0.66% of the Fund's average net assets). Of such amount paid to
Keystone Management, $344,057 was paid to Keystone for its services to the Fund.

During the fiscal year ended July 31, 1996, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$365,012 (0.65% of the Fund's then average net assets). Of such amount paid to
Keystone Management, $310,260 was paid to Keystone for its services to the Fund.

Keystone Investments has recently entered into an Agreement and Plan of
Acquisition and Merger with First Union Corporation ("First Union"), pursuant to
which Keystone Investments will be merged with and into a wholly-owned
subsidiary of First Union National Bank of North Carolina ("FUNB-NC")(the
"Merger"). The surviving corporation will assume the name "Keystone Investments,
Inc." Subject to a number of conditions being met, it is currently anticipated
that the Merger will take place on or around December 11, 1996. Thereafter,
Keystone Investments, Inc. would be a subsidiary of FUNB-NC.

If consummated, the proposed Merger will be deemed to cause an
assignment, within the meaning of the 1940 Act, of both the Management Agreement
and the Advisory Agreement. Consequently, the completion of the Merger is
contingent upon, among other things, the approval of the Fund's shareholders of
a new investment advisory and management agreement between the Fund and Keystone
(the "New Advisory Agreement"). The Fund's Trustees have approved the terms of
the New Advisory Agreement, subject to the approval of shareholders and the
completion of the Merger, and have called a special meeting of shareholders to
obtain their approval of, among other things, the New Advisory Agreement. The
meeting is expected to be held in December 1996. The proposed New Advisory
Agreement has terms, including fees payable thereunder, that are substantively
identical to those in the current agreements.

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

- --------------------------------------------------------------------------------

The Fund has entered into Principal Underwriting Agreements with the
Principal Underwriter (the "Underwriting Agreements") a Delaware corporation and
wholly-owned subsidiary of Keystone.

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

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

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

From time to time, if in the Principal Underwriter's judgment it could
benefit the sales of Fund shares, the Principal Underwriter may provide to
selected dealers promotional materials and selling aids, including, but not
limited to, personal computers, related software and Fund data files.

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

The Underwriting Agreements provide that they will remain in effect as
long as their terms and continuance are approved at leaset annually by (i) a
majority of the Trustees of the Fund and (ii) a majority of the Fund's
Independent Trustees cast in person at least annually at a meeting called for
that purpose.

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

In addition to an assignment of the Fund's Advisory Agreement, the
Merger, if consummated, will also be deemed to cause an assignment, as defined
by the 1940 Act, of the Underwriting Agreements. As a result, the Fund's
Trustees have approved the following agreements, subject to the Merger's
completion: (i) a principal underwriting agreement between Evergreen Funds
Distributor, Inc. ("EFD") and the Fund; (ii) a marketing services agreement
between the Principal Underwriter and EFD with respect to the Fund; and (iii) a
subadministration agreement between Keystone and Furman Selz LLC with respect to
the Fund. EFD is a wholly-owned subsidiary of Furman Selz LLC. It is currently
anticipated that on or about January 2, 1997, Furman Selz LLC will transfer EFD,
and Furman Selz LLC's related services, to BISYS Group, Inc. ("BISYS") (the
"Transfer"). The Fund's Trustees have also approved, subject to completion of
the Transfer, (i) a new principal underwriting agreement between EFD and the
Fund; (ii) a new marketing services agreement between the Principal Underwriter
and EFD with respect to the Fund; and (iii) a new subadministration agreement
between Keystone and BISYS with respect to the Fund. The terms of such
agreements will be substantively identical to the terms of the agreements to be
executed upon completion of the Merger.

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DECLARATION OF TRUST

- --------------------------------------------------------------------------------

Massachusetts Business Trust

The Fund is a Massachusetts business trust established under a
Declaration of Trust dated October 24, 1986 (the "Declaration of Trust"). The
Fund is similar in most respects to a business corporation. The principal
distinction between the Fund and a corporation relates to the shareholder
liability described below. A copy of the Declaration of Trust is on file as an
exhibit to the Registration Statement of which this statement of additional
information is a part. This summary is qualified in its entirety by reference to
the Declaration of Trust.

Description of Shares

The Declaration of Trust authorizes the issuance of an unlimited number
of shares of beneficial interest of classes of shares. Each share of the Fund
represents an equal proportionate interest with each other share of that class.
Upon liquidation, shares are entitled to a pro rata share of the Fund based on
the relative net assets of each class. Shareholders have no preemptive or
conversion rights. Shares are redeemable and transferable. The Fund is
authorized to issue additional classes or series of shares. The Fund currently
issues Class A, B, and C shares, but may issue additional classes or series of
shares.

Shareholder Liability

Pursuant to certain decisions of the Supreme Judicial Court of
Massachusetts, shareholders of a Massachusetts business trust may, under certain
circumstances, be held personally liable as partners for the obligations of the
trust. If the Fund were held to be a partnership, the possibility of the
shareholders incurring financial loss for that reason appears remote because the
Fund's Declaration of Trust (1) contains an express disclaimer of shareholder
liability for obligations of the Fund; (2) requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Fund or the Trustees; and (3) provides for indemnification out
of the Fund's property for any shareholder held personally liable for the
obligations of the Fund.

Voting Rights

Under the terms of the Declaration of Trust, the Fund does not hold
annual meetings. At meetings called for the initial election of Trustees or to
consider other matters, shares are entitled to one vote per share. Shares
generally vote together as one class on all matters. Classes of shares of the
Fund have equal voting rights except that each class of shares has exclusive
voting rights with respect to its respective Distribution Plan. No amendment may
be made to the Declaration of Trust that adversely affects any class of shares
without the approval of a majority of the shares of that class. Shares have
non-cumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of Trustees can elect 100% of the Trustees to
be elected at a meeting and, in such event, the holders of the remaining 50% or
less of the shares voting will not be able to elect any Trustees.

After an initial meeting as described above, no further meetings of
shareholders for the purpose of electing Trustees will be held, unless required
by law or until such time as less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in office
will call a shareholders' meeting for election of Trustees.

Except as set forth above, the Trustees shall continue to hold office
indefinitely, unless otherwise required by law, and may appoint successor
Trustees. A Trustee may be removed from or cease to hold office (as the case may
be) (1) at any time by two-thirds vote of the remaining Trustees; (2) when such
Trustee becomes mentally or physically incapacitated; or (3) at a special
meeting of shareholders by a two-thirds vote of the Fund's outstanding shares.
Any Trustee may voluntarily resign from office.

Limitation of Trustees' Liability

The Declaration of Trust provides that a Trustee will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his office.

The Trustees have absolute and exclusive control over the management
and disposition of assets of the Fund and may perform such acts as in their sole
judgment and discretion are necessary and proper for conducting the business and
affairs of the Fund or promoting the interests of the Fund and the shareholders.

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

- --------------------------------------------------------------------------------

Total return quotations for a class of shares of the Fund as they may
appear from time to time in advertisements are calculated by finding the average
annual compounded rates of return over one, five and ten year periods, or the
time periods for which such class of shares has been effective, whichever is
relevant, on a hypothetical $1,000 investment that would equate the initial
amount invested in the class to the ending redeemable value. To the initial
investment, all dividends and distributions are added and the maximum sales
charge deducted and all recurring fees charged to all shareholder accounts are
deducted. The ending redeemable value assumes a complete redemption at the end
of the relevant periods.

The compounded average annual rate of return for Class A for the period
April 14, 1987 through July 31, 1996 was 7.10%. The average annual rate of
return for Class A for the five year and one year periods ended July 31, 1996
was 6.12% and (0.45%), respectively. The compounded average annual rate of
return for the Fund's Class B and Class C for the period from February 1, 1993
(commencement of operations) through July 31, 1996 was 3.43% and 4.17%,
respectively. The annual rate of return for the Fund's Class B and Class C for
the one year period ended July 31, 1996 was (0.29%) and 3.62%, respectively.

Current yield quotations as they may appear from time to time in
advertisements will consist of a quotation based on a 30-day period ended on the
date of the most recent balance sheet of the Fund computed by dividing the net
investment income per share earned during the period by the maximum offering
price per share on the last day of the base period. The Fund's current yield for
Class A, Class B and Class C for the 30-day period ended July 31, 1996 was
6.01%, 5.55% and 5.55%, respectively.

- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

The following financial statements of the Fund are incorporated by
reference herein to the Fund's Annual Report, as filed with the Commission:

Schedule of Investments and Statement of Assets and Liabilities as of
July 31, 1996;

Statement of Operations for the year ended July 31, 1996;

Statements of Changes in Net Assets for each of the years in the
two-year period ended July 31, 1996;

Financial Highlights for each of the years in the nine-year period
ended July 31, 1996 and the period from February 13, 1987 (Commencement
of Operations) to July 31, 1987 for Class A shares;

Financial Highlights for each of the years in the three-year period
ended July 31, 1996, and for the period from February 1, 1993 (Date of
Initial Public Offering) to July 31, 1993 for Class B and for Class C
shares;

Notes to Financial Statements; and

Independent Auditors' Report dated September 6, 1996.

A copy of the Fund's Annual Report will be furnished upon request and
without charge. Requests may bhe made in writing to KIRC, P.O. Box 2121,
Boston, Massachusetts 02106-2121 or by calling KIRC toll free at 1-800-343-2898.

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

- --------------------------------------------------------------------------------

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is the custodian of all securities and cash of the Fund
(the "Custodian"). The Custodian performs no investment management functions for
the Fund, but, in addition to its custodial services, is responsible for
accounting and related record keeping on behalf of the Fund.

KIRC, located at 200 Berkeley Street, Boston, MA 02116-5034, is a
wholly-owned subsidiary of Keystone, and serves as transfer agent and dividend
disbursing agent for the Fund.

KPMG Peat Marwick LLP, 99 High Street, Boston, Massachusetts 02110,
Certified Public Accountants, are the Fund's independent auditors.

Except as otherwise stated in its prospectus or required by law, the
Fund reserves the right to change the terms of the offer stated in its
prospectus without shareholder approval, including the right to impose or change
fees for services provided.

As of October 31, 1996, Merrill, Lynch, Pierce, Fenner & Smith, 4800
Dear Lake Drive, E., Jacksonville, FL 32245-6484, owned 17.968% of the Fund's
outstanding Class A shares, 18.110% of the Fund's outstanding Class B shares,
and 17.015% of the Fund's outstanding Class C shares. Additional persons owning
more than 5.00% of the Fund's outstanding Class C shares and the percentage
owned by each are as follows: Dale R. Kremer, John H. Bausch, Jr. Execs U/W
Eleanor L. Deutsch, P.O.Box 372, Danville, PA 17821-0372, 12.389%; First Federal
Savings and Loan Association, ATTN: Robert Schneidler, 212 N. Franklin Street,
Greensburg, IN 47240-1735, 12.086%; and Donaldson Lufkin & Jenrette Securities
Corp., Mutual Funds Dept-5th Floor, P.O. Box 2052, Jersey City, NJ 07303-2052,
6.060%.

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

The Fund is one of approximately 20 different investment companies in
the family of Keystone America Funds. The Keystone America Funds offer a range
of choices to serve shareholder needs. The Keystone America Funds consist of the
following funds having the various investment objectives described below:

Keystone Balanced Fund II - Seeks current income and capital appreciation
consistent with the preservation of capital.

Keystone Capital Preservation and Income Fund - Seeks high current income,
consistent with low volatility of principal, by investing in adjustable rate
securities issued by the U.S. government, its agencies or instrumentalities.

Keystone Fund for Total Return - Seeks total return from a combination of
capital growth and income from dividend paying common stocks, preferred stocks,
convertible bonds, other fixed-income securities and foreign securities (up to
50%).

Keystone Fund of the Americas - Seeks long-term growth of capital through
investments in equity and debt securities in North America (the United States
and Canada) and Latin America (Mexico and countries in South and Central
America).

Keystone Global Opportunities Fund - Seeks long-term capital growth from foreign
and domestic securities.

Keystone Global Resources and Development Fund (formerly Keystone Strategic
Development Fund) - Seeks long-term capital growth by investing primarily in
equity securities.

Keystone Government Securities Fund - Seeks income and capital preservation from
U.S. government securities.

Keystone America Hartwell Emerging Growth Fund, Inc. - Seeks capital
appreciation by investment primarily in small and medium-sized companies in a
relatively early stage of development that are principally traded in the
over-the-counter market.

Keystone Intermediate Term Bond Fund - Seeks income, capital preservation and
price appreciation potential from investment grade corporate bonds.

Keystone Omega Fund - Seeks maximum capital growth from common stocks and
securities convertible into common stocks.

Keystone Small Company Growth Fund II - Seeks long-term capital growth by
investing primarily in equity securities with small market capitalizations.

Keystone State Tax Free Fund - A mutual fund consisting of four separate series
of shares investing in different portfolio securities which seeks the highest
possible current income, exempt from federal income taxes and applicable state
taxes.

Keystone State Tax Free Fund - Series II - A mutual fund consisting of two
separate series of shares investing in different portfolio securities which
seeks the highest possible current income, exempt from federal income taxes and
applicable state taxes.

Keystone Strategic Income Fund - Seeks high yield and capital appreciation
potential from corporate bonds, discount bonds, convertible bonds, preferred
stock and foreign bonds.

Keystone Tax Free Income Fund - Seeks income exempt from federal income taxes
and capital preservation from the four highest grades of municipal bonds.

Keystone World Bond Fund - Seeks total return from interest income, capital
gains and losses and currency exchange gains and losses from investment in debt
securities denominated in U.S. and foreign currencies.

<PAGE>

APPENDIX

MONEY MARKET INSTRUMENTS

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

Commercial Paper

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

A. S&P Ratings

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

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

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

B. Moody's Ratings

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

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

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

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

Certificates of Deposit

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

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

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

Bankers' Acceptances

Bankers' acceptances typically arise from short term credit
arrangements designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an
exporter or an importer to obtain a stated amount of funds to pay for specific
merchandise. The draft is then "accepted" by the bank that, in effect,
unconditionally guarantees to pay the face value of the instrument on its
maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by the Fund must have been accepted by U.S.
commercial banks, including foreign branches of U.S. commercial banks, having
total assets at the time of purchase in excess of $1 billion and must be payable
in U.S. dollars.

U.S. Government Securities

Securities issued or guaranteed by the U.S. government include a
variety of Treasury securities that differ only in their interest rates,
maturities and dates of issuance and securities issued by the GNMA. Treasury
bills have maturities of one year or less. Treasury notes have maturities of one
to ten years and Treasury bonds generally have maturities of greater than ten
years at the date of issuance. GNMA securities include GNMA mortgage
pass-through certificates. Such securities are supported by the full faith and
credit of the U.S.

Securities issued or guaranteed by U.S. government agencies or
instrumentalities include securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the U.S.,
Small Business Administration, General Services Administration, Central Bank for
Cooperatives, Federal Home Loan Banks, Federal Loan Mortgage Corporation,
Federal Intermediate Credit Banks, Federal Land Banks, Maritime Administration,
The Tennessee Valley Authority, District of Columbia Armory Board and Federal
National Mortgage Association.

Some obligations of U.S. government agencies and instrumentalities,
such as securities of Federal Home Loan Banks, are supported by the right of the
issuer to borrow from the Treasury. Others, such as bonds issued by the Federal
National Mortgage Association, a private corporation, are supported only by the
credit of the instrumentality. Because the U.S. government is not obligated by
law to provide support to an instrumentality it sponsors, the Fund will invest
in the securities issued by such an instrumentality only when Keystone
determines under standards established by the Board of Trustees that the credit
risk with respect to the instrumentality does not make its securities unsuitable
investments. U.S. government securities do not include international agencies or
instrumentalities in which the U.S. government, its agencies or
instrumentalities participate, such as the World Bank, Asian Development Bank or
the Interamerican Development Bank, or issues insured by Federal Deposit
Insurance Corporation.

- --------------------------------------------------------------------------------
CORPORATE BOND RATINGS

- --------------------------------------------------------------------------------

S&P Corporate Bond Ratings

An S&P corporate bond rating is a current assessment of the
creditworthiness of an obligor, including obligors outside the U.S., with
respect to a specific obligation. This assessment may take into consideration
obligors such as guarantors, insurers or lessees. Ratings of foreign obligors do
not take into account currency exchange and related uncertainties. The ratings
are based on current information furnished by the issuer or obtained by S&P from
other sources it considers reliable.

The ratings are based, in varying degrees, on the following
considerations:

a. Likelihood of default - capacity and willingness of the
obligor as to the timely payment of interest and repayment of
principal in accordance with the terms of the obligation;

b. Nature of and provisions of the obligation; and

c. Protection afforded by and relative position of the obligation
in the event of bankruptcy reorganization or other arrangement
under the laws of bankruptcy and other laws affecting
creditors' rights.

PLUS (+) OR MINUS (-): To provide more detailed indications of credit
quality, ratings "AA and "BBB" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

Bond ratings are as follows:

1. AAA - Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

2. AA - Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small degree.

3. A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

4. BBB - Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories.

5. BB, B, CCC, CC and C - Debt rated BB, B, CCC, CC and C is regarded,
on balance, as predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

6. CI - The rating CI is reserved for income bonds on which no interest
is being paid.

7. D - Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.

Moody's Corporate Bond Ratings

Moody's ratings are as follows:

1. Aaa - Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt-edge". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

2. Aa - Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long term risks appear somewhat larger than in Aaa
securities.

3. A - Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but elements
may be present which suggest a susceptibility to impairment sometime in the
future.

4. Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

5. Ba - Bonds which are rated Ba are judged to have speculative
elements. Their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

6. B - Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

7. Caa - Bonds which are rated Caa are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.

8. Ca - Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
market shortcomings.

9. C - Bonds which are rated as C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic rating
category.

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OPTIONS TRANSACTIONS

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

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

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

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

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

Purchasing Put and Call Options. The Fund can close out a put option it
has purchased by effecting a closing sale transaction; for example, the Fund may
close out a put option it has purchased by selling a put option. If, however, a
secondary market does not exist at a time the Fund wishes to effect a closing
sale transaction, the Fund will have to exercise the option to realize any
profit. In addition, in a transaction in which the Fund does not own the
security underlying a put option it has purchased, the Fund would be required,
in the absence of a secondary market, to purchase the underlying security before
it could exercise the option. In each such instance, the Fund would incur
additional transaction costs.

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

The Fund will not purchase a put option if, as a result of such
purchase, more than 10% of its total assets would be invested in premiums for
such options. The Fund's ability to purchase put and call options may be limited
by the Internal Revenue Code's requirements for qualification as a regulated
investment company.

Option Writing and Related Risks

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

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

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

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

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

Options Trading Markets

Options which the Fund will trade are generally listed on Exchanges.
Exchanges on which such options currently are traded are the Chicago Board
Options Exchange and the American, New York, Pacific, and Philadelphia Stock
Exchanges. Options on some securities may not be listed on any Exchange but
traded in the over-the-counter market. Options traded in the over-the-counter
market involve the additional risk that securities dealers participating in such
transactions would fail to meet their obligations to the Fund. The use of
options traded in the over-the-counter market may be subject to limitations
imposed by certain state securities authorities. In addition to the limits on
its use of options discussed herein, the Fund is subject to the investment
restrictions described in the prospectus and the statement of additional
information.

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

Special Considerations Applicable to Options

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

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

On GNMA Certificates. Options on GNMA certificates are not currently
traded on any Exchange. However, the Fund may purchase and write such options in
the over-the-counter market or, should they commence trading, on any Exchange.

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

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

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

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

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

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FUTURES CONTRACTS AND RELATED OPTIONS TRANSACTIONS

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The Fund intends to engage in currency and other financial futures
contracts as a hedge against changes in prevailing levels of interest or
currency exchange rates to seek relative stability of principal and to establish
more definitely the effective return on securities held or intended to be
acquired by the Fund or as a hedge against changes in the prices of securities
or currencies held by the Fund or to be acquired by the Fund. The Fund's hedging
may include sales of futures as an offset against the effect of expected
increases in interest or currency exchange rates or securities prices and
purchases of futures as an offset against the effect of expected declines in
interest or currency exchange rates.

For example, when the Fund anticipates a significant market or market
sector advance, it will purchase a stock index futures contract as a hedge
against not participating in such advance at a time when the Fund is not fully
invested. The purchase of a futures contract serves as a temporary substitute
for the purchase of individual securities which may then be purchased in an
orderly fashion. As such purchases are made, an equivalent amount of index based
futures contracts would be terminated by offsetting sales. In contrast, the Fund
would sell stock index futures contracts in anticipation of or in a general
market or market sector decline that may adversely affect the market value of
the Fund's portfolio. To the extent that the Fund's portfolio changes in value
in correlation with a given index, the sale of futures contracts on that index
would substantially reduce the risk to the portfolio of a market decline or
change in interest rates, and, by doing so, provide an alternative to the
liquidation of the Fund's securities positions and the resulting transaction
costs.

The Fund intends to engage in options transactions which are related to
currency and other financial futures contracts for hedging purposes and in
connection with the hedging strategies described above.

Although techniques other than sales and purchases of futures contracts
and related options transactions could be used to reduce the Fund's exposure to
interest rate and/or market fluctuations, the Fund may be able to hedge its
exposure more effectively and perhaps at a lower cost through using futures
contracts and related options transactions. While the Fund does not intend to
take delivery of the instruments underlying futures contracts it holds, the Fund
does not intend to engage in such futures contracts for speculation.

Futures Contracts

Futures contracts are transactions in the commodities markets rather
than in the securities markets. A futures contract creates an obligation by the
seller to deliver to the buyer the commodity specified in the contract at a
specified future time for a specified price. The futures contract creates an
obligation by the buyer to accept delivery from the seller of the commodity
specified at the specified future time for the specified price. In contrast, a
spot transaction creates an immediate obligation for the seller to deliver and
the buyer to accept delivery of and pay for an identified commodity. In general,
futures contracts involve transactions in fungible goods such as wheat, coffee
and soybeans. However, in the last decade an increasing number of futures
contracts have been developed which specify currencies, financial instruments or
financially based indexes as the underlying commodity.

U.S. futures contracts are traded only on national futures exchanges
and are standardized as to maturity date and underlying financial instrument.
The principal financial futures exchanges in the United States are The Board of
Trade of the City of Chicago, the Chicago Mercantile Exchange, the International
Monetary Market (a division of the Chicago Mercantile Exchange), the New York
Futures Exchange and the Kansas City Board of Trade. Each exchange guarantees
performance under contract provisions through a clearing corporation, a
nonprofit organization managed by the exchange membership, which is also
responsible for handling daily accounting of deposits or withdrawals of margin.
A futures commission merchant ("Broker") effects each transaction in connection
with futures contracts for a commission. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC") and National Futures Association ("NFA").

Interest Rate Futures Contracts

The sale of an interest rate futures contract creates an obligation by
the Fund, as seller, to deliver the type of financial instrument specified in
the contract at a specified future time for a specified price. The purchase of
an interest rate futures contract creates an obligation by the Fund, as
purchaser, to accept delivery of the type of financial instrument specified at a
specified future time for a specified price. The specific securities delivered
or accepted, respectively, at settlement date, are not determined until at or
near that date. The determination is in accordance with the rules of the
exchange on which the futures contract sale or purchase was made.

Currently interest rate futures contracts can be purchased or sold on
90-day U.S. Treasury bills, U.S. Treasury bonds, U.S. Treasury notes with
maturities between 6 1/2 and 10 years, GNMA certificates, 90-day domestic bank
certificates of deposit, 90-day commercial paper, and 90-day Eurodollar
certificates of deposit. It is expected that futures contracts trading in
additional financial instruments will be authorized. The standard contract size
is $100,000 for futures contracts in U.S. Treasury bonds, U.S. Treasury notes
and GNMA certificates, and $1,000,000 for the other designated contracts. While
U.S. Treasury bonds, U.S. Treasury bills and U.S. Treasury notes are backed by
the full faith and credit of the U.S. government and GNMA certificates are
guaranteed by a U.S. government agency, the futures contracts on U.S. government
securities are not obligations of the U.S. Treasury.

Index Based Futures Contracts

Stock Index Futures Contracts

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

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

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

Other Index Based Futures Contracts

It is expected that bond index and other financially based index
futures contracts will be developed in the future. It is anticipated that such
index based futures contracts will be structured in the same way as stock index
futures contracts but will be measured by changes in interest rates, related
indexes or other measures, such as the consumer price index. In the event that
such futures contracts are developed the Fund will sell interest rate index and
other index based futures contracts to hedge against changes which are expected
to affect the Fund's portfolio.

The purchase or sale of a futures contract differs from the purchase or
sale of a security, in that no price or premium is paid or received. Instead, to
initiate trading, an amount of cash, cash equivalents, money market instruments,
or U.S. Treasury bills equal to approximately 1 1/2% (up to 5%) of the contract
amount must be deposited by the Fund with the Broker. This amount is known as
initial margin. The nature of initial margin in futures transactions is
different from that of margin in security transactions. Futures contract margin
does not involve the borrowing of funds by the customer to finance the
transactions. Rather, the initial margin is in the nature of a performance bond
or good faith deposit on the contract which is returned to the Fund upon
termination of the futures contract assuming all contractual obligations have
been satisfied. The margin required for a particular futures contract is set by
the exchange on which the contract is traded and may be significantly modified
from time to time by the exchange during the term of the contract.

Subsequent payments, called variation margin, to the Broker and from
the Broker, are made on a daily basis as the value of the underlying instrument
or index fluctuates making the long and short positions in the futures contract
more or less valuable, a process known as mark-to-market. For example, when the
Fund has purchased a futures contract and the price of the underlying financial
instrument or index has risen, that position will have increased in value, and
the Fund will receive from the Broker a variation margin payment equal to that
increase in value. Conversely, where the Fund has purchased a futures contract
and the price of the underlying financial instrument or index has declined, the
position would be less valuable and the Fund would be required to make a
variation margin payment to the Broker. At any time prior to expiration of the
futures contract, the Fund may elect to close the position. A final
determination of variation margin is then made, additional cash is required to
be paid to or released by the Broker, and the Fund realizes a loss or gain.

The Fund intends to enter into arrangements with its custodian and with
Brokers to enable its initial margin and any variation margin to be held in a
segregated account by its custodian on behalf of the Broker.

Although interest rate futures contracts by their terms call for actual
delivery or acceptance of financial instruments, and index based futures
contracts call for the delivery of cash equal to the difference between the
closing value of the index on the expiration date of the contract and the price
at which the futures contract is originally made, in most cases such futures
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out a futures contract sale is effected by an offsetting
transaction in which the Fund enters into a futures contract purchase for the
same aggregate amount of the specific type of financial instrument or index and
same delivery date. If the price in the sale exceeds the price in the offsetting
purchase, the Fund is paid the difference and thus realizes a gain. If the
offsetting purchase price exceeds the sale price, the Fund pays the difference
and realizes a loss. Similarly, the closing out of a futures contract purchase
is effected by an offsetting transaction in which the Fund enters into a futures
contract sale. If the offsetting sale price exceeds the purchase price, the Fund
realizes a gain. If the purchase price exceeds the offsetting sale price the
Fund realizes a loss. The amount of the Fund's gain or loss on any transaction
is reduced or increased, respectively, by the amount of any transaction costs
incurred by the Fund.

As an example of an offsetting transaction, the contractual obligations
arising from the sale of one contract of September U.S. Treasury bills on an
exchange may be fulfilled at any time before delivery of the contract is
required (i.e. on a specified date in September, the "delivery month") by the
purchase of one contract of September U.S. Treasury bills on the same exchange.
In such instance the difference between the price at which the futures contract
was sold and the price paid for the offsetting purchase after allowance for
transaction costs represents the profit or loss to the Fund.

There can be no assurance, however, that the Fund will be able to enter
into an offsetting transaction with respect to a particular contract at a
particular time. If the Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to maintain the margin
deposits on the contract and to complete the contract according to its terms.

Options on Currency and Other Financial Futures

The Fund intends to purchase call and put options on currency and other
financial futures contracts and sell such options to terminate an existing
position. Options on commodity futures are similar to options on stocks except
that an option on a commodity futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put)
rather than to purchase or sell stock, at a specified exercise price at any time
during the period of the option. Upon exercise of the option, the delivery of
the futures position by the writer of the option to the holder of the option
will be accompanied by delivery of the accumulated balance in the writer's
futures margin account. This amount represents the amount by which the market
price of the futures contract at exercise exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option on the futures
contract. If an option is exercised the last trading day prior to the expiration
date of the option, the settlement will be made entirely in cash equal to the
difference between the exercise price of the option and value of the futures
contract.

The Fund intends to use options on currency and other financial futures
contracts in connection with hedging strategies. In the future the Fund may use
such options for other purposes.

Purchase of Put Options on Futures Contracts

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

Purchase of Call Options on Futures Contracts

The purchase of a call option on a currency or other financial futures
contract represents a means of obtaining temporary exposure to market
appreciation at limited risk. It is analogous to the purchase of a call option
on an individual stock, which can be used as a substitute for a position in the
stock itself. Depending on the pricing of the option compared to either the
futures contract upon which it is based, or upon the price of the underlying
financial instrument or index itself, purchase of a call option may be less
risky than the ownership of the interest rate or index based futures contract or
the underlying securities. Call options on commodity futures contracts may be
purchased to hedge against an interest rate increase or a market advance when
the Fund is not fully invested.

Use of New Investment Techniques Involving Currency and Other
Financial Futures Contracts or Related Options

The Fund may employ new investment techniques involving currency and
other financial futures contracts and related options. The Fund intends to take
advantage of new techniques in these areas which may be developed from time to
time and which are consistent with the Fund's investment objective. The Fund
believes that no additional techniques have been identified for employment by
the Fund in the foreseeable future other than those described above.

Limitations on Purchase and Sale of Futures Contracts and Related
Options on Such Futures Contracts

The Fund will not enter into a futures contract if, as a result
thereof, more than 5% of the Fund's total assets (taken at market value at the
time of entering into the contract) would be committed to margin deposits on
such futures contracts.

The Fund intends that its futures contracts and related options
transactions will be entered into for traditional hedging purposes. That is,
futures contracts will be sold to protect against a decline in the price of
securities that the Fund owns, or futures contracts will be purchased to protect
the Fund against an increase in the price of securities it intends to purchase.
The Fund does not intend to enter into futures contracts for speculation.

In instances involving the purchase of futures contracts by the Fund,
an amount of cash and cash equivalents equal to the market value of the futures
contracts will be deposited in a segregated account with the Fund's custodian
and/or in a margin account with a Broker to collateralize the position and
thereby insure that the use of such futures is unleveraged.

Federal Income Tax Treatment

For federal income tax purposes, the Fund is required to recognize as
income for each taxable year its net unrealized gains and losses on futures
contracts as of the end of the year as well as those actually realized during
the year. Any gain or loss recognized with respect to a futures contract is
considered to be 60% long term and 40% short term, without regard to the holding
period of the contract. In the case of a futures transaction classified as a
"mixed straddle," the recognition of losses may be deferred to a later taxable
year. The federal income tax treatment of gains or losses from transactions in
options on futures is unclear.

In order for the Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income. Any net gain realized
from the closing out of futures contracts, for purposes of the 90% requirement,
will be qualifying income. In addition, gains realized on the sale or other
disposition of securities held for less than three months must be limited to
less than 30% of the Fund's annual gross income. The 1986 Tax Act added a
provision which effectively treats both positions in certain hedging
transactions as a single transaction for the purpose of the 30% requirement. The
provision provides that, in the case of any "designated hedge," increases and
decreases in the value of positions of the hedge are to be netted for the
purposes of the 30% requirement. However, in certain situations, in order to
avoid realizing a gain within a three month period, the Fund may be required to
defer the closing out of a contract beyond the time when it would otherwise be
advantageous to do so.

Risks of Futures Contracts

Currency and other financial futures contracts prices are volatile and
are influenced, among other things, by changes in stock prices, market
conditions, prevailing interest rates and anticipation of future stock prices,
market movements or interest rate changes, all of which in turn are affected by
economic conditions, such as government fiscal and monetary policies and
actions, and national and international political and economic events.

At best, the correlation between changes in prices of futures contracts
and of the securities being hedged can be only approximate. The degree of
imperfection of correlation depends upon circumstances, such as variations in
speculative market demand for futures contracts and for securities, including
technical influences in futures contracts trading; differences between the
securities being hedged and the financial instruments and indexes underlying the
standard futures contracts available for trading, in such respects as interest
rate levels, maturities and creditworthiness of issuers, or identities of
securities comprising the index and those in the Fund's portfolio. In addition
futures contract transactions involve the remote risk that a party be unable to
fulfill its obligations and that the amount of the obligation will be beyond the
ability of the clearing broker to satisfy. A decision of whether, when and how
to hedge involves the exercise of skill and judgment, and even a well conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected interest rate trends.

Because of the low margin deposits required, futures trading involves
an extremely high degree of leverage. As a result, a relatively small price
movement in a futures contract may result in immediate and substantial loss, as
well as gain, to the investor. For example, if at the time of purchase, 10% of
the value of the futures contract is deposited as margin, a 10% decrease in the
value of the futures contract would result in a total loss of the margin
deposit, before any deduction for the transaction costs, if the account were
then closed out, and a 15% decrease would result in a loss equal to 150% of the
original margin deposit. Thus, a purchase or sale of a futures contract may
result in losses in excess of the amount invested in the futures contract.
However, the Fund would presumably have sustained comparable losses if, instead
of entering into the futures contract, it had invested in the underlying
financial instrument. Furthermore, in order to be certain that the Fund has
sufficient assets to satisfy its obligations under a futures contract, the Fund
will establish a segregated account in connection with its futures contracts
which will hold cash or cash equivalents equal in value to the current value of
the underlying instruments or indices less the margins on deposit.

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

Risks of Options on Futures Contracts

In addition to the risks described above for currency and other
financial futures contracts, there are several special risks relating to options
on futures contracts. The ability to establish and close out positions on such
options will be subject to the development and maintenance of a liquid secondary
market. There is no assurance that a liquid secondary market will exist for any
particular contract or at any particular time. The Fund will not purchase
options on any futures contract unless and until it believes that the market for
such options has developed sufficiently that the risks in connection with such
options are not greater than the risks in connection with the futures contracts.
Compared to the use of futures contracts, the purchase of options on such
futures involves less potential risk to the Fund because the maximum amount at
risk is the premium paid for the options (plus transaction costs). However,
there may be circumstances when the use of an option on a futures contract would
result in a loss to the Fund, even though the use of a futures contract would
not, such as when there is no movement in the level of the futures contract.

- --------------------------------------------------------------------------------
FOREIGN SECURITIES

- --------------------------------------------------------------------------------

Investment in foreign securities may involve more risk than investment
solely in securities of domestic issuers for the following reasons: (1) there
may be less public information available about foreign companies than is
available about U.S. companies; (2) foreign companies are not generally subject
to the uniform accounting, auditing and financial reporting standards and
practices applicable to U.S. companies; (3) foreign stock markets have less
volume than the U.S. market, and the securities of some foreign companies are
less liquid and more volatile than the securities of comparable U.S. companies;
(4) there may be less government regulation of stock exchanges, brokers, listed
companies and banks in foreign countries than in the U.S.; (5) the Fund may
incur fees on currency exchanges when it changes investments from one country to
another; (6) the Fund's foreign investments could be affected by expropriation,
confiscatory taxation, nationalization of bank deposits, establishment of
exchange controls, political or social instability or diplomatic developments;
and (7) fluctuations in foreign exchange rates will affect the value of the
Fund's portfolio securities, the value of dividends and interest earned, gains
and losses realized on the sale of securities, net investment income and
unrealized appreciation or depreciation of investments.

- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSACTIONS

- --------------------------------------------------------------------------------

The Fund may invest in securities of foreign issuers. When the Fund
invests in foreign securities they usually will be denominated in foreign
currencies and the Fund temporarily may hold funds in foreign currencies. Thus,
the value of a Fund share will be affected by changes in exchange rates.

Forward Currency Contracts

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

Currency Futures Contracts

Currency futures contracts are bilateral agreements under which two
parties agree to take or make delivery of a specified amount of a currency at a
specified future time for a specified price. Trading of currency futures
contracts in the United States is regulated under the Commodity Exchange Act by
the CFTC and NFA. Currently the only national futures exchange on which currency
futures are traded is the International Monetary Market of the Chicago
Mercantile Exchange. Foreign currency futures trading is conducted in the same
manner and subject to the same regulations as trading in interest rate and index
based futures. The Fund intends to engage in currency futures contracts only for
hedging purposes, and not for speculation. The Fund may engage in currency
futures contracts for other purposes if authorized to do so by the Board. The
hedging strategies which will be used by the Fund in connection with foreign
currency futures contracts are similar to those described above for forward
foreign currency exchange contracts.

Currently, currency futures contracts for the British Pound Sterling,
Canadian Dollar, Dutch Guilder, Deutsche Mark, Japanese Yen, Mexican Peso, Swiss
Franc, and French Franc can be purchased or sold for U.S. dollars through the
International Monetary Market. It is expected that futures contracts trading in
additional currencies will be authorized. The standard contract sizes are
L125,000 for the Pound, 125,000 for the Guilder, Mark and Swiss and French
Francs, C$100,000 for the Canadian Dollar, Y12,500,000 for the Yen, and
1,000,000 for the Peso. In contrast to Forward Currency Exchange Contracts which
can be traded at any time, only four value dates per year are available, the
third Wednesday of March, June, September and December.

Foreign Currency Options Transactions

Foreign currency options (as opposed to futures) are traded in a
variety of currencies in both the United States and Europe. On the Philadelphia
Stock Exchange, for example, contracts for half the size of the corresponding
futures contracts on the Chicago Board Options Exchange are traded with up to
nine months maturity in Marks, Sterling, Yen, Swiss Francs and Canadian Dollars.
Options can be exercised at any time during the contract life, and require a
deposit subject to normal margin requirements. Since a futures contract must be
exercised, the Fund must continually make up the margin balance. As a result, a
wrong price move could result in the Fund losing more than the original
investment, as it cannot walk away from the futures contract as it can an option
contract.

The Fund will purchase call and put options and sell such options to
terminate an existing position. Options on foreign currency are similar to
options on stocks except that an option on an interest rate and/or index based
futures contract gives the purchaser the right, in return for the premium paid,
to purchase or sell foreign currency, rather than to purchase or sell stock, at
a specified exercise price at any time during the period of the option.

The Fund intends to use foreign currency option transactions in
connection with hedging strategies.

Purchase of Put Options on Foreign Currencies

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

Purchase of Call Options on Foreign Currencies

The purchase of a call option on foreign currency represents a means of
obtaining temporary exposure to market appreciation at limited risk. It is
analogous to the purchase of a call option on an individual stock, which can be
used as a substitute for a position in the stock itself. Depending on the
pricing of the option compared to either the foreign currency upon which it is
based, or upon the price of the foreign stock or foreign debt instruments,
purchase of a call option may be less risky than the ownership of the foreign
currency or the foreign securities. The Fund would purchase a call option on a
foreign currency to hedge against an increase in the foreign currency or a
foreign market advance when the Fund is not fully invested.

The Fund may employ new investment techniques involving forward foreign
currency exchange contracts, foreign currency futures contracts and options on
foreign currencies in order to take advantage of new techniques in these areas
which may be developed from time to time and which are consistent with the
Fund's investment objective. The Fund believes that no additional techniques
have been identified for employment by the Fund in the foreseeable future other
than those described above.

Currency Trading Risks

Currency exchange trading may involve significant risks. The four major
types of risk the Fund faces are exchange rate risk, interest rate risk, credit
risk and country risk.

Exchange Rate Risk

Exchange rate risk results from the movement up and down of foreign
currency values in response to shifting market supply and demand. When the Fund
buys or sells a foreign currency, an exposure called an open position is
created. Until the time that position can be "covered" by selling or buying an
equivalent amount of the same currency, the Fund is exposed to the risk that the
exchange rate might move against it. Since exchange rate changes can readily
move in one direction, a position carried overnight or over a number of days
involves greater risk than one carried a few minutes or hours. Techniques such
as foreign currency forward and futures contracts and options on foreign
currency are intended to be used by the Fund to reduce exchange rate risk.

Maturity Gaps and Interest Rate Risk

Interest rate risk arises whenever there are mismatches or gaps in the
maturity structure of the Fund's foreign exchange currency holdings, which is
the total of its outstanding spot and forward or futures contracts.

Foreign currency transactions often involve borrowing short term and
lending longer term to benefit from the normal tendency of interest rates to be
higher for longer maturities. However in foreign exchange trading, while the
maturity pattern of interest rates for one currency is important, it is the
differential between interest rates for two currencies that is decisive.

Credit Risk

Whenever the Fund enters into a foreign exchange contract, it faces a
risk, however small, that the counterparty will not perform under the contract.
As a result there is a credit risk, although no extension of "credit" is
intended. To limit credit risk, the Fund intends to evaluate the
creditworthiness of each other party. The Fund does not intend to trade more
than 5% of its net assets under foreign exchange contracts with one party.

Credit risk exists because the Fund's counterparty may be unable or
unwilling to fulfill its contractual obligations as a result of bankruptcy or
insolvency or when foreign exchange controls prohibit payment. In any foreign
exchange transaction, each party agrees to deliver a certain amount of currency
to the other on a particular date. In establishing its hedges a Fund relies on
each contract being completed. If the contract is not performed, then the Fund's
hedge is eliminated, and the Fund is exposed to any changes in exchange rates
since the contract was originated. To put itself in the same position it would
have been in had the contract been performed, the Fund must arrange a new
transaction. However, the new transaction may have to be arranged at an adverse
exchange rate. The trustee for a bankrupt company may elect to perform those
contracts which are advantageous to the company but disclaim those contracts
which are disadvantageous, resulting in losses to the Fund.

Another form of credit risk stems from the time zone differences
between the U.S. and foreign nations. If the Fund sells sterling it generally
must pay pounds to a counterparty earlier in the day than it will be credited
with dollars in New York. In the intervening hours, the buyer can go into
bankruptcy or can be declared insolvent. Thus, the dollars may never be credited
to the Fund.

Country Risk

At one time or another, virtually every country has interfered with
international transactions in its currency. Interference has taken the form of
regulation of the local exchange market, restrictions on foreign investment by
residents, or limits on inflows of investment funds from abroad. Governments
take such measures, for example, to improve control over the domestic banking
system, or to influence the pattern of receipts and payments between residents
and foreigners. In those cases, restrictions on the exchange market or on
international transactions are intended to affect the level or movement of the
exchange rate. Occasionally a serious foreign exchange shortage may lead to
payments interruptions or debt servicing delays, as well as interference in the
exchange market. It has become increasingly difficult to distinguish foreign
exchange or credit risk from country risk.

Changes in regulations or restrictions usually do have an important
exchange market impact. Most disruptive are changes in rules which interfere
with the normal payments mechanism. If government regulations change and a
counterparty is either forbidden to perform or is required to do something
extra, then the Fund might be left with an unintended open position or an
unintended maturity mismatch. Dealing with such unintended long or short
positions could result in unanticipated costs to the Fund.

Other changes in official regulations influence international
investment transactions. If one of the factors affecting the buying or selling
of a currency changes, the exchange rate is likely to respond. Changes in such
controls often are unpredictable and can create a significant exchange rate
response.

Many major countries have moved toward liberalization of exchange and
payments restrictions in recent years or accepted the principle that
restrictions should be relaxed. A few industrial countries have moved in the
other direction. Important liberalizations were carried out by Switzerland, the
United Kingdom and Japan. They dismantled mechanisms for restricting either
foreign exchange inflows (Switzerland), outflows (Britain), or elements of both
(Japan). By contrast, France and Mexico have recently tightened foreign exchange
controls.

Overall, many exchange markets are still heavily restricted. Several
countries limit access to the forward market to companies financing documented
export or import transactions in an effort to insulate the market from purely
speculative activities. Some of these countries permit local traders to enter
into forward contracts with residents but prohibit certain forward transactions
with nonresidents. By comparison, other countries have strict controls on
exchange transactions by residents, but permit free exchange transactions
between local traders and non-residents. A few countries have established tiered
markets, funneling commercial transactions through one market and financial
transactions through another. Outside the major industrial countries, relatively
free foreign exchange markets are rare and controls on foreign currency
transactions are extensive.

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

<PAGE>
KEYSTONE GOVERNMENT SECURITIES FUND

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

Item 24(a). Financial Statements

The following financial statements are incorporated by reference to the
Registrant's Annual Report, filed September 26, 1996.

Schedule of Investments July 31, 1996

Financial Highlights

Class A For each of the years in the nine-year
period ended July 31, 1996, and the
period from February 13, 1987
(Commencement of Operations) to
July 31, 1987

Class B For each of the years in the three-year
period ended July 31, 1996, and the
period from February 1, 1993
(Commencement of Operations) to
July 31, 1993

Class C For each of the years in the three-year
period ended July 31, 1996, and from the
period from February 1, 1993
(Commencement of Operations) to
July 31, 1993

Statement of Assets and Liabilities July 31, 1996

Statement of Operations Year ended
July 31, 1996

Statements of Changes in Net Assets Two years ended
July 31, 1996

Notes to Financial Statements

Independent Auditors' Report September 6, 1996

<PAGE>
Item (24)(b). Exhibits

(1) Registrant's Declaration of Trust, as supplemented (the
"Declaration of Trust")(1)

(2) Registrant's By-Laws, as amended (the "By-Laws")(1)

(3) Not applicable

(4) (a) The Declaration of Trust, Articles III, V, VI, and VIII(1)
(b) The By-Laws, Article 2., Section 2.5 (1)

(5) (a) Investment Management Agreement between Registrant and Keystone
Management, Inc.(the "Management Agreement")(1)
(b) Investment Advisory Agreement between Keystone Management, Inc.
and Keystone Investment Management Company (the "Advisory
Agreement")(1)

(6) (a) Principal Underwriting Agreements with schedules and amendments
between Registrant and Keystone Investment Distributors
Company (the "Underwriting Agreements")(1)
(b) Form of Dealer Agreement used by Keystone Investment Distributors
Company(2)

(7) Not applicable

(8) Custodian, Fund Accounting and Recordkeeping Agreements, as
amended, with State Street Bank and Trust Company (1)

(9) Not applicable

(10) Opinion and Consent of Counsel(3)

(11) Independent Auditors' Consent(3)

(12) Not applicable

(13) (a) Subscription Agreement(4)
(b) Copies of the release of one Subscription Agreement and a new
Subscription Agreement(5)

(14) Model plans used in the establishment of retirement plans in
connection with which Registrant offers its securities(6)

(15) Registrant's Class A, B, and C Distribution Plans adopted
pursuant to Rule 12b-1(1)

(16) Schedules for computation performance quotations(3)

(17) Financial Data Schedules(3)

(18) Form of Registrant's Multiple Class Plan adopted pursuant to
Rule 18f-3(7)

(19) Powers of Attorney(2)

- ----------------------

(1) Filed with Post-Effective Amendment No. 18 ("Post-Effective Amendment
No. 18") to Registration Statement No. 33-11052/811-4949 (the
"Registration Statement") and incorporated by reference herein.

(2) Filed with Post-Effective Amendment No. 10 to the Registration Statement
and incorporated by reference herein.

(3) Filed herewith.

(4) Filed with the Registration Statement and incorporated by reference herein

(5) Filed with Pre-Effective Amendment No. 2 to the Registration Statement
and incorporated by reference herein.

(6) Filed with Post-Effective Amendment No. 66 to Registration Statement
No. 2-10527/811-96 as Exhibit 24(b)(14) and incorporated by reference
herein.

(7) Filed with Post-Effective Amendment No. 17 to the Registration Statement
and incorporated by reference herein.

Item 25. Persons Controlled by or under Common Control with Registrant

Not applicable.

Item 26. Number of Holders of Securities

Number of Record
Title of Class Holders as of October 31, 1996
-------------- --------------------------------

Shares of Beneficial
Interest, without par
value:
Class A 1,298
Class B 720
Class C 338

Item 27. Indemnification

Provisions for the indemnification of the Registrant's Trustees and
officers are contained in Article VIII of the Declaration of Trust, a copy of
which was filed with Post-Effective Amendment No. 18 and is incorporated by
reference herein.

Provisions for the indemnification of Keystone Investment Distributors
Company, the Registrant's principal underwriter, are contained in Section 9 of
the Underwriting Agreements, copies of which were filed with Post-Effective
Amendment No. 18 and are incorporated by reference herein.

Provisions for the indemnification of Keystone Management, Inc. and
Keystone Investment Management Company, Registrant's investment manager and
adviser, respectively, are contained in Section 6 of the Management Agreement
and Section 5 of the Advisory Agreement, copies of which were filed with
Post-Effective Amendment No. 18 and are incorporated by reference herein.

Item 28. Businesses and Other Connections of Investment Advisers

The following tables list the names of the various officers and
directors of Keystone Management, Inc. and Keystone Investment
Management Company, Registrant's investment manager and adviser,
respectively, and their respective positions. For each named
individual, the tables list, for at least the past two fiscal years,
(i) any other organizations (excluding investment advisory clients)
with which the officer and/or director has had or has substantial
involvement; and (ii) positions held with such organizations.

<PAGE>

LIST OF OFFICERS AND DIRECTORS OF KEYSTONE MANAGEMENT, INC.

<TABLE>
<CAPTION>
Position with
Keystone Other
Management, Business
Name Inc. Affiliations
- ---- ------------- -------------
<S> <C> <C>
Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Executive Officer,
Chief Execu- President and Director:
tive Officer, Keystone Investments, Inc.
President and Keystone Software, Inc.
Director Keystone Asset Corporation
Keystone Capital Corporation
Keystone Investments Family of Funds
Chairman of the Board and Director:
Keystone Investment Management Company
Keystone Institutional Company, Inc.
Keystone Fixed Income Advisers, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment Company, Inc.
Keystone Investor Resource Center, Inc.
Boston Children's Services Association
Middlesex School
Middlebury College
Former Trustee or Director:
Neworld Bank
Robert Van Partners, Inc.

Edward F. Godfrey Treasurer and Senior Vice President,
Director Chief Financial Officer, Treasurer and Director:
Keystone Investments, Inc.
Keystone Investment Management Company
Keystone Investment Distributors Company
Treasurer:
Keystone Institutional Company, Inc.
Keystone Software, Inc.
Fiduciary Investment Company, Inc.
Former Treasurer and Director:
Hartwell Keystone Advisers, Inc.
Senior Vice President:
Keystone Investments Family of Funds

Ralph J. Director President and Director:
Spuehler, Jr. Keystone Investment Distributors Company
Chairman and Director:
Keystone Investor Resource Center, Inc.
Keystone Investment Management Company
Senior Vice President and Director:
Keystone Investments, Inc.
Treasurer:
Hartwell Emerging Growth Fund
Hartwell Growth Fund
Former President:
Keystone Management, Inc.
Former Treasurer:
Keystone Investments, Inc.
Keystone Investment Management Company

Rosemary D. Van Senior Vice General Counsel, Senior
Antwerp President, Vice President and Secretary:
General Counsel Keystone Investments, Inc.
and Secretary Senior Vice President and General Counsel:
Keystone Institutional Company, Inc.
Senior Vice President, General Counsel and Director:
Keystone Investor Resource, Center, Inc.
Fiduciary Investment Company, Inc.
Keystone Investment Distributors Company
Senior Vice President, General Counsel, Director and Secretary:
Keystone Management, Inc.
Keystone Software, Inc.
Formerly Senior Vice President and Secretary:
Hartwell Keystone Advisers, Inc.
Vice President and Secretary:
Keystone Fixed Income Advisers, Inc.

J. Kevin Kenely Vice President Vice President:
Keystone Investments, Inc.
Keystone Investment Management Company
Keystone Investment Distributors Company
Keystone Institutional Company, Inc.
Fiduciary Investment Company, Inc.
Keystone Software, Inc.
Formerly Vice President and Controller:
Hartwell Keystone Advisers, Inc.

John D. Rogol Vice President Vice President and Controller:
and Controller Keystone Investments, Inc.
Keystone Investment Management Company
Keystone Investment Distributors Company
Keystone Institutional Company, Inc.
Keystone Software, Inc.
Fiduciary Investment Company, Inc.
Comptroller:
Keystone Asset Corporation
Keystone Capital Corporation
Vice President and Treasurer:
Keystone Investor Resource Center, Inc.

Michael A. Thomas Vice President Vice President:
Keystone Investments, Inc.
</TABLE>

<PAGE>
LIST OF OFFICERS AND DIRECTORS OF
KEYSTONE INVESTMENT MANAGEMENT COMPANY
<TABLE>
<CAPTION>
Position with
Keystone
Investment
Name Management Company Other Business Affiliations
- ---- ------------------ ---------------------------
<S> <C> <C>
Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Executive Officer,
Chief Executive President and Director:
Officer,and Keystone Investments, Inc.
Director Keystone Management, Inc.
Keystone Software, Inc.
Keystone Asset Corporation
Keystone Capital Corporation
Chairman of the Board and Director:
Keystone Fixed Income Advisers, Inc.
Keystone Institutional Company, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment Company, Inc.
Keystone Investment Distributors Company
Keystone Investor Resource Center, Inc.
Boston Children's Services Associates
Middlesex School
Middlebury College
Former Trustee or Director:
Neworld Bank
Robert Van Partners, Inc.

Philip M. Byrne Director President and Director:
Keystone Institutional Company, Inc.
Senior Vice President:
Keystone Investments, Inc.

Herbert L. Senior Vice None
Bishop, Jr. President

Donald C. Dates Senior Vice None
President

Gilman Gunn Senior Vice None
President

Edward F. Director, Director, Senior Vice President
Godfrey Senior Vice President, President, Chief Financial Officer and Treasurer:
Treasurer and Keystone Investments, Inc.
Chief Financial Officer Keystone Investment Distributors Company
Treasurer:
Keystone Institutional Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment Company, Inc.
Former Treasurer and Director:
Hartwell Keystone Advisers, Inc.

James R. McCall Director and None
President

Ralph J. Director President and Director:
Spuehler, Jr. Keystone Investment Distributors Company
Senior Vice President and Director:
Keystone Investments, Inc.
Chairman and Director:
Keystone Investor Resource Center, Inc.
Keystone Management, Inc.
Formerly President:
Keystone Management, Inc.
Formerly Treasurer:
Keystone Investments, Inc.
Keystone Investment Management Company
Keystone America Hartwell Growth Fund, Inc.

Rosemary D. Senior Vice General Counsel, Senior Vice President and Secretary:
Van Antwerp President, Keystone Investments, Inc.
General Counsel Senior Vice President and General Counsel:
and Secretary Keystone Institutional Company, Inc.
Senior Vice President, General Counsel and Director:
Keystone Investor Resource Center, Inc.
Fiduciary Investment Company, Inc.
Keystone Investment Distributors Company
Senior Vice President, General Counsel, Director and Secretary:
Keystone Management, Inc.
Keystone Software, Inc.
Former Senior Vice President and Secretary:
Hartwell Keystone Advisers, Inc.
Vice President and Secretary:
Keystone Fixed Income Advisers, Inc.

J. Kevin Kenely Vice President Vice President:
Keystone Investments, Inc.
Keystone Investment Distributors Company
Keystone Institutional Company, Inc.
Keystone Management, Inc.
Keystone Institutional Company, Inc.
Keystone Software, Inc.
Fiduciary Investment Company, Inc.
Formerly Controller:
Keystone Investments, Inc.
Keystone Investment Management Company
Keystone Investment Distributors Company
Keystone Institutional Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment Company, Inc.

John D. Rogol Vice President Vice President and
Controller:
Keystone Investments, Inc.
Keystone Investment Distributors Company
Keystone Institutional Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment Company, Inc.

Robert K. Vice President None
Baumback

Betsy A. Blacher Senior Vice None
President

Francis X. Claro Vice President None

Kristine R. Vice President None
Cloyes

Christopher P. Senior Vice None
Conkey President

J. Gary Craven Senior Vice None
President

Richard Cryan Senior Vice None
President

Maureen E. Senior Vice None
Cullinane President

Walter T. Senior Vice None
McCormick President

George F. Wilkins Senior Vice None
President

John F. Addeo Vice President None

Andrew G. Baldassare Vice President None

David S. Benhaim Vice President None

Donald M. Bisson Vice President None

George E. Dlugos Vice President None

Antonio T. Docal Vice President None

Dana E. Erikson Vice President None

Sami J. Karam Vice President None

George J. Kimball Vice President None

JoAnn L. Lyndon Vice President None

John C. Vice President None
Madden, Jr.

Eleanor H. Marsh Vice President None

James D. Medredeff Vice President None

Stanley M. Niksa Vice President None

Jonathan A. Noonan Vice President None

Robert E. O'Brien Vice President None

Margery C. Parker Vice President None

William H. Vice President None
Parsons

Joyce W. Petkovich Vice President None

Daniel A. Rabasco Vice President None

Harlen R. Sanderling Vice President None

Kathy K. Wang Vice President None

Judith A. Warners Vice President None

Mary J. Willis Vice President None

Peter Willis Vice President None

Richard A. Wisentaner Vice President None

Cheryle E. Wanble Vice President None

Walter Zagrobski Vice President None

Joseph J. Asst. Vice President None
Decristofaro
</TABLE>

<PAGE>
Item 29. Principal Underwriter

(a) Keystone Investment Distributors Company, which acts as Registrant's
principal underwriter, also acts as principal underwriter for the
following entities:

Keystone Quality Bond Fund (B-1)
Keystone Diversified Bond Fund (B-2)
Keystone High Income Bond Fund (B-4)
Keystone Balanced Fund (K-1)
Keystone Strategic Growth Fund (K-2)
Keystone Growth and Income Fund (S-1)
Keystone Mid-Cap Growth Fund (S-3)
Keystone Small Company Growth Fund (S-4)
Keystone Capital Preservation and Income Fund
Keystone Fund for Total Return
Keystone Global Opportunities Fund
Keystone Government Securities Fund
Keystone America Hartwell Emerging Growth Fund, Inc.
Keystone Intermediate Term Bond Fund
Keystone Omega Fund
Keystone Strategic Income Fund
Keystone State Tax Free Fund
Keystone State Tax Free Fund-Series II
Keystone Tax Free Income Fund
Keystone World Bond Fund
Keystone Fund of the Americas
Keystone International Fund Inc.
Keystone Precious Metals Holdings, Inc.
Keystone Global Resources and Development Fund
Keystone Tax Free Fund
Keystone Small Company Growth Fund II
Keystone Balanced Fund II
Keystone Emerging Markets Fund

(b) For information with respect to each officer and director of
Registrant's acting principal underwriter, see the following pages.

Item 29(b) (continued)
Positions with
Keystone Investment Positions with
Name Distributors Company Registrant
- ---- -------------------- --------------

Ralph J. Spuehler* Director, President None

Edward F. Godfrey* Director, Senior Vice Senior Vice
President, Treasurer President
and Chief Financial
Officer

Rosemary D. Van Antwerp* Director, Senior Vice Senior Vice
President, General President
Counsel and Secretary and Secretary

Albert H. Elfner, III* Director President

Charles W. Carr* Senior Vice President None

Peter M. Delehanty* Senior Vice President None

J. Kevin Kenely* Vice President None

John D. Rogol* Vice President and None
Controller

C. Kenneth Molander Divisional Vice None
8 King Edward Drive President
Londenderry, NH 03053

William L. Carey, Jr. Regional Manager and None
4 Treble Lane Vice President
Malvern, PA 19355

John W. Crites Regional Manager and None
2769 Oakland Circle W. Vice President
Aurora, CO 80014
<PAGE>

Item 29(b) (continued)
Positions with
Keystone Investment Positions with
Name Distributors Company Registrant
- ---- -------------------- --------------

Richard J. Fish Regional Manager and None
309 West 90th Street Vice President
New York, NY 10024

Michael E. Gathings Regional Vice None
245 Wicklawn Way President
Roswell, GA 30076

Paul D. Graffy Regional Manager and None
15509 Janas Drive Vice President
Lockport, IL 60441

Robert G. Holz, Jr. Regional Manager and None
313 Meadowcrest Drive President
Richardson, Texas 75080

Todd L. Kobrin Regional Manager and None
20 Iron Gate Vice President
Metuchen, NJ 08840

Ralph H. Johnson Regional Manager and None
345 Masters Court, #2 Vice President
Walnut Creek, CA 94598

Paul J. McIntyre Regional Manager and None
118 Main Center #203 Vice President
Northville, MI 48167

Robert P. Muligan* Regional Manager and None
Vice President

Alan V. Niemi Regional Manager and None
3511 Grant Street Vice President
Lee's Summit, MO 64064

Matthew D. Twomey Regional Vice None
9627 Sparrow Court President
Ellicott City, MD 21042

Raymond P. Ajemian* Manager and None
Vice President

Jonathan I. Cohen* Vice President None

Michael S. Festa* Vice President None

Russell A. Haskell* Vice President None

<PAGE>

Item 29(b) (continued)
Positions with
Keystone Investment Positions with
Name Distributors Company Registrant
- ---- -------------------- --------------
Jeffrey M. Landes Vice President None

Joan M. Balchunas* Assistant Vice None
President

Julie A. Robinson Vice President None

John M. McAllister* Vice President None

Thomas J. Gainey* Assistant Vice None
President

Lyman Jackson* Assistant Vice None
President

Eric S. Jeppson* Assistant Vice None
President

Mark Minnucci* Assistant Vice None
President

Ashley M. Norwood* Assistant Vice None
President

*Located at 200 Berkeley Street, Boston, Massachusetts 02116-5034

Item 29(c). - Not applicable

<PAGE>

Item 30. Location of Accounts and Records

Keystone Investments, Inc.
200 Berkeley Street
Boston, Massachusetts 02116-5034

State Street Bank and Trust Company
1776 Heritage Drive
Quincy, Massachusetts 02171

Iron Mountain
3431 Sharp Slot Road
Swansea, Massachusetts 02277

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

Registrant hereby undertakes to furnish each person to whom a copy of
the Registrant's prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders upon request and
without charge.
<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, thereto duly authorized in the City of Boston, and The Commonwealth
of Massachusetts on the 19th day of November, 1996.

KEYSTONE GOVERNMENT SECURITIES FUND
(Registrant)

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
Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 19th day of November, 1996.

SIGNATURES TITLE
- ---------- -----
/s/ George S. Bissell Chairman of the Board and Trustee
- -----------------------
George S. Bissell*

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

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

*By: /s/ James M. Wall
----------------------
James M. Wall**
Attorney-in-Fact
<PAGE>

SIGNATURES TITLE
- ---------- -----
/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/ K. Dun Gifford Trustee
- -----------------------
K. Dun Gifford*

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

/s/ F. Ray Keyser, Jr. 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 individuals 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(1)

2 By-Laws(1)

5 (a) Management Agreement(1)
(b) Advisory Agreement(1)

6 (a) Underwriting Agreements(1)
(b) Dealers Agreement(2)

8 Custodian, Fund Accounting
and Recordkeeping Agreements,
Amendments to Custody Agreement(1)

10 Opinion and Consent of Counsel

11 Independent Auditors' Consent

13 (a) Subscription Agreements(3)
(b) Copy of release of one Subscription Agreement
and a new Subscription Agreement(4)

14 Model Retirement Plans(5)

15 Class A, B and C Distribution Plans(1)

16 Performance Data Schedules

17 Financial Data Schedules (Exhibit 27)

18 Multiple Class Plan(6)

19 Powers of Attorney

- --------------------------

(1) Incorporated by reference herein to Post-Effective Amendment No. 18 to
the Registration Statement.

(2) Incorporated by reference herein to Post-Effective Amendment No. 10 to
the Registration Statement.

(3) Incorporated by reference herein to Pre-Effective Amendment No. 2 to the
Registration Statement.

(4) Incorporated by reference herein to the Registration Statement.

(5) Incorporated by reference herein to Post-Effective Amendment No. 66 to
Registration Statement No. 33-10527/811-96.

(6) Incorporated by reference herein to Post-Effective Amendment No. 17 to the
Registration Statement.

November 19, 1996

Keystone Government Securities 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 Government
Securities Fund (the "Fund"). You have asked for my opinion with respect to the
proposed issuance of 1,806,988 additional shares of the Fund.

To my knowledge, a Prospectus is being filed with the Securities and
Exchange Commission (the "Commission") as part of Post-Effective Amendment No.
20 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 (the "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. 20 to the Fund's Registration Statement, which
covers the registration of such additional shares.

Very truly yours,

/s/Rosemary D. Van Antwerp

Rosemary D. Van Antwerp
Senior Vice President and
General Counsel

CONSENT OF INDEPENDENT AUDITORS

The Trustees and Shareholders
Keystone Government Securities Fund

We consent to the use of our report dated September 6, 1996, incorporated
by reference herein and to the reference to our firm under the caption
"FINANCIAL HIGHLIGHTS" in the prospectus.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Boston, Massachusetts
November 19, 1996

<PAGE>
SEC STANDARDIZED ADVERTISING YIELD
4221 Keystone Gov't Securities Fund CLASS A PHASE II-ROLLING
<TABLE>
A

<CAPTION>
PRICING DATE 07/25/96
TOTAL INCOME FOR PERIOD 152,737.05
TOTAL EXPENSES FOR PERIOD 23,552.36
30 DAY YTM 6.00718% AVERAGE SHARES OUTSTANDING 2,657,901.08
LAST PRICE DURING PERIOD 9.83

<C> <C> <C> <C> <C> <C> <C>
PRICE ST VARIABLE GAIN/LOSS LONG TERM AMORT TOTAL DIV
DATE INCOME INCOME INCOME INCOME FACTOR

06/26/96 442.73 10,152.93 2.77 10,598.43 48.99618400
06/27/96 438.82 10,130.94 2.76 10,572.52 48.94287732
06/28/96 310.89 10,262.06 2.76 10,575.71 48.87724721
06/29/96 310.89 10,262.06 2.76 10,575.71 48.87724721
06/30/96 310.89 10,262.06 2.76 10,575.71 48.87724721
07/01/96 451.11 10,081.14 4.55 10,536.80 48.87841250
07/02/96 460.11 10,100.61 4.56 10,565.28 48.86693194
07/03/96 466.66 10,087.83 4.56 10,559.05 48.42539330
07/04/96 466.66 10,087.83 4.56 10,559.05 48.42539330
07/05/96 576.67 9,978.99 2.76 10,558.42 49.15248428
07/06/96 576.67 9,978.99 2.76 10,558.42 49.15248428
07/07/96 576.67 9,978.99 2.76 10,558.42 49.15248428
07/08/96 579.73 9,981.07 2.76 10,563.56 49.09895620
07/09/96 528.15 9,970.63 2.77 10,501.55 49.06933835
07/10/96 523.30 9,939.71 2.76 10,465.77 49.05615662
07/11/96 538.98 9,930.72 2.76 10,472.46 49.20665757
07/12/96 456.02 10,028.08 2.76 10,486.87 49.07416140
07/13/96 456.02 10,028.08 2.76 10,486.87 49.07416140
07/14/96 456.02 10,028.08 2.76 10,486.87 49.07416140
07/15/96 409.72 10,040.64 4.23 10,454.59 49.04760222
07/16/96 459.20 10,016.00 4.23 10,479.43 49.01688088
07/17/96 460.01 10,020.76 4.24 10,485.01 49.00728260
07/18/96 457.97 9,990.39 4.25 10,452.61 48.91212870
07/19/96 358.18 10,128.50 5.37 10,492.05 48.92001516
07/20/96 358.18 10,128.50 5.37 10,492.05 48.92001516
07/21/96 358.18 10,128.50 5.37 10,492.05 48.92001516
07/22/96 350.92 10,144.05 5.37 10,500.34 48.89049937
07/23/96 357.76 10,136.58 5.37 10,499.71 48.92195816
07/24/96 359.23 10,150.73 5.39 10,515.35 48.92216114
07/25/96 78.4 (3,789.26) 10,519.84 7.28 6,816.32 48.94101854

12,934.78 302,675.29 116.14 311,936.95

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ACCUMULATED ACCUMULATED ACCUMULATED
INCOME EXPENSES SHARES PRICE INCOME EXPENSES SHARES

<C> <C> <C> <C> <C> <C> <C>
5,192.83 787.51 2,669,518.388 9.81 5,192.83 787.51 2,669,518.388
5,174.50 783.13 2,674,394.778 9.84 10,367.33 1,570.64 5,343,913.166
5,169.11 786.99 2,667,214.851 9.90 15,536.44 2,357.63 8,011,128.017
5,169.11 786.99 2,667,214.851 9.90 20,705.55 3,144.63 10,678,342.868
5,169.11 786.99 2,667,214.851 9.90 25,874.66 3,931.62 13,345,557.719
5,150.22 790.39 2,666,675.812 9.89 31,024.88 4,722.01 16,012,233.531
5,162.93 789.68 2,666,127.655 9.87 36,187.81 5,511.69 18,678,361.186
5,113.26 787.76 2,666,261.799 9.88 41,301.07 6,299.45 21,344,622.985
5,113.26 787.76 2,666,261.799 9.88 46,414.33 7,087.21 24,010,884.784
5,189.73 788.60 2,664,204.925 9.78 51,604.06 7,875.81 26,675,089.709
5,189.73 788.60 2,664,204.925 9.78 56,793.79 8,664.42 29,339,294.634
5,189.73 788.60 2,664,204.925 9.78 61,983.52 9,453.02 32,003,499.559
5,186.60 780.10 2,664,278.908 9.77 67,170.12 10,233.12 34,667,778.467
5,153.04 1,028.80 2,661,125.719 9.80 72,323.16 11,261.92 37,328,904.186
5,134.10 780.27 2,656,507.750 9.83 77,457.26 12,042.19 39,985,411.936
5,153.15 531.78 2,670,180.739 9.84 82,610.41 12,573.97 42,655,592.675
5,146.34 786.15 2,657,278.342 9.86 87,756.75 13,360.12 45,312,871.017
5,146.34 786.15 2,657,278.342 9.86 92,903.09 14,146.27 47,970,149.359
5,146.34 786.15 2,657,278.342 9.86 98,049.43 14,932.42 50,627,427.701
5,127.73 784.26 2,652,337.870 9.85 103,177.16 15,716.68 53,279,765.571
5,136.69 781.64 2,650,576.371 9.87 108,313.85 16,498.32 55,930,341.942
5,138.42 783.05 2,648,964.434 9.87 113,452.27 17,281.37 58,579,306.376
5,136.00 782.78 2,646,986.035 9.92 118,588.27 18,064.15 61,226,292.411
5,132.71 785.86 2,646,986.035 9.91 123,720.98 18,850.01 63,873,278.446
5,132.71 785.86 2,646,986.035 9.91 128,853.69 19,635.87 66,520,264.481
5,132.71 785.86 2,646,986.035 9.91 133,986.40 20,421.73 69,167,250.516
5,133.67 784.82 2,643,187.568 9.89 139,120.07 21,206.55 71,810,438.084
5,136.66 782.06 2,642,198.797 9.90 144,256.73 21,988.61 74,452,636.881
5,144.34 782.74 2,642,198.797 9.88 149,401.07 22,771.35 77,094,835.678
3,335.98 781.01 2,642,196.746 9.83 152,737.05 23,552.36 79,737,032.424

52,737.05 23,552.36 2,657,901.081
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATE STREET BANK & TRUST COMPANY SEC STANDARDIZED ADVERTISING YIELD
4221 Keystone Gov't Securities Fund CLASS B PHASE II-ROLLING

PRICING DATE 07/25/96
TOTAL INCOME FOR PERIOD 108,696.44
TOTAL EXPENSES FOR PERIOD 27,739.01
30 DAY YTM 5.54808% AVERAGE SHARES OUTSTANDING 1,892,273.31
LAST PRICE DURING PERIOD 9.36

PRICE ST VARIABLE GAIN/LOSS LONG TERM EQUITY TOTAL DIV
DATE INCOME INCOME INCOME INCOME FACTOR

<C> <C> <C> <C> <C> <C> <C>
06/26/96 442.73 0.00 10,152.93 2.77 10,598.43 34.91751430
06/27/96 438.82 0.00 10,130.94 2.76 10,572.52 34.97327581
06/28/96 310.89 0.00 10,262.06 2.76 10,575.71 35.01905883
06/29/96 310.89 0.00 10,262.06 2.76 10,575.71 35.01905883
06/30/96 310.89 0.00 10,262.06 2.76 10,575.71 35.01905883
07/01/96 451.11 0.00 10,081.14 4.55 10,536.80 35.01517663
07/02/96 460.11 0.00 10,100.61 4.56 10,565.28 35.01866846
07/03/96 466.66 0.00 10,087.83 4.56 10,559.05 35.60659048
07/04/96 466.66 0.00 10,087.83 4.56 10,559.05 35.60659048
07/05/96 576.67 0.00 9,978.99 2.76 10,558.42 34.62606713
07/06/96 576.67 0.00 9,978.99 2.76 10,558.42 34.62606713
07/07/96 576.67 0.00 9,978.99 2.76 10,558.42 34.62606713
07/08/96 579.73 0.00 9,981.07 2.76 10,563.56 34.69478294
07/09/96 528.15 0.00 9,970.63 2.77 10,501.55 34.71492072
07/10/96 523.30 0.00 9,939.71 2.76 10,465.77 34.70461166
07/11/96 538.98 0.00 9,930.72 2.76 10,472.46 34.58795155
07/12/96 456.02 0.00 10,028.08 2.76 10,486.87 34.63924489
07/13/96 456.02 0.00 10,028.08 2.76 10,486.87 34.63924489
07/14/96 456.02 0.00 10,028.08 2.76 10,486.87 34.63924489
07/15/96 409.72 0.00 10,040.64 4.23 10,454.59 34.65861271
07/16/96 459.20 0.00 10,016.00 4.23 10,479.43 34.68905170
07/17/96 460.01 0.00 10,020.76 4.24 10,485.01 34.69204588
07/18/96 457.97 0.00 9,990.39 4.25 10,452.61 34.80702090
07/19/96 358.18 0.00 10,128.50 5.37 10,492.05 34.79637576
07/20/96 358.18 0.00 10,128.50 5.37 10,492.05 34.79637576
07/21/96 358.18 0.00 10,128.50 5.37 10,492.05 34.79637576
07/22/96 350.92 0.00 10,144.05 5.37 10,500.34 34.84115946
07/23/96 357.76 0.00 10,136.58 5.37 10,499.71 34.81011165
07/24/96 359.23 0.00 10,150.73 5.39 10,515.35 34.81017699
07/25/96 78.46 (3,789.26) 10,519.84 7.28 6,816.32 34.78462950

12,934.78 302,675.29 116.14 311,936.95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ADJUSTED DAILY DAILY DAILY ACCUMULATED ACCUMULATED ACCUMULATED
INCOME EXPENSES SHARES PRICE INCOME EXPENSES SHARES

<C> <C> <C> <C> <C> <C> <C>
3,700.71 926.54 1,903,849.318 9.34 3,700.71 926.54 1,903,849.318
3,697.56 922.65 1,911,272.324 9.36 7,398.27 1,849.19 3,815,121.642
3,703.51 929.11 1,911,235.329 9.43 11,101.78 2,778.30 5,726,356.971
3,703.51 929.11 1,911,235.329 9.43 14,805.29 3,707.41 7,637,592.300
3,703.51 929.11 1,911,235.329 9.43 18,508.80 4,636.52 9,548,827.629
3,689.48 935.56 1,910,703.360 9.42 22,198.28 5,572.08 11,459,530.989
3,699.82 934.62 1,910,996.851 9.40 25,898.10 6,506.70 13,370,527.840
3,759.72 932.67 1,960,934.217 9.41 29,657.82 7,439.37 15,331,462.057
3,759.72 932.67 1,960,934.217 9.41 33,417.54 8,372.04 17,292,396.274
3,655.97 957.97 1,877,358.176 9.32 37,073.51 9,330.01 19,169,754.450
3,655.97 957.97 1,877,358.176 9.32 40,729.48 10,287.98 21,047,112.626
3,655.97 957.97 1,877,358.176 9.32 44,385.45 11,245.95 22,924,470.802
3,665.00 907.91 1,883,254.897 9.31 48,050.45 12,153.86 24,807,725.699
3,645.60 1,067.63 1,883,286.543 9.33 51,696.05 13,221.49 26,691,012.242
3,632.10 912.02 1,880,000.211 9.35 55,328.15 14,133.51 28,571,012.453
3,622.21 755.37 1,877,604.601 9.37 58,950.36 14,888.88 30,448,617.054
3,632.57 912.96 1,876,400.289 9.39 62,582.93 15,801.84 32,325,017.343
3,632.57 912.96 1,876,400.289 9.39 66,215.50 16,714.79 34,201,417.632
3,632.57 912.96 1,876,400.289 9.39 69,848.07 17,627.75 36,077,817.921
3,623.42 914.54 1,875,091.601 9.37 73,471.49 18,542.29 37,952,909.522
3,635.21 912.54 1,876,704.779 9.40 77,106.70 19,454.83 39,829,614.301
3,637.46 915.55 1,876,132.439 9.40 80,744.16 20,370.38 41,705,746.740
3,654.89 915.49 1,884,641.439 9.44 84,399.05 21,285.87 43,590,388.179
3,650.85 923.94 1,883,800.609 9.43 88,049.90 22,209.81 45,474,188.788
3,650.85 923.94 1,883,800.609 9.43 91,700.75 23,133.74 47,357,989.397
3,650.85 923.94 1,883,800.609 9.43 95,351.60 24,057.68 49,241,790.006
3,658.44 922.25 1,884,770.706 9.41 99,010.04 24,979.93 51,126,560.712
3,654.96 920.80 1,881,212.609 9.42 102,665.00 25,900.73 53,007,773.321
3,660.41 920.15 1,881,246.834 9.40 106,325.41 26,820.88 54,889,020.155
2,371.03 918.13 1,879,179.037 9.36 108,696.44 27,739.01 56,768,199.192
108,696.44 27,739.01 1,892,273.306

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
STATE STREET BANK & TRUST COMPANY SEC STANDARDIZED ADVERTISING YIELD
4221 Keystone Gov't Securities Fund CLASS C PHASE II-ROLLING

PRICING DATE 07/25/96
TOTAL INCOME FOR PERIOD 50,543.49
TOTAL EXPENSES FOR PERIOD 12,864.35
30 DAY YTM 5.55194% AVERAGE SHARES OUTSTANDING 879,155.71
LAST PRICE DURING PERIOD 9.37

PRICE ST FIXED GAIN/LOSS LONG TERM EQUITY TOTAL DIV
DATE INCOME INCOME INCOME INCOME FACTOR

<C> <C> <C> <C> <C> <C> <C>
06/26/96 442.73 0.00 10,152.93 2.77 10,598.43 16.08630160
06/27/96 438.82 0.00 10,130.94 2.76 10,572.52 16.08384686
06/28/96 310.89 0.00 10,262.06 2.76 10,575.71 16.10369396
06/29/96 310.89 0.00 10,262.06 2.76 10,575.71 16.10369396
06/30/96 310.89 0.00 10,262.06 2.76 10,575.71 16.10369396
07/01/96 451.11 0.00 10,081.14 4.55 10,536.80 16.10641087
07/02/96 460.11 0.00 10,100.61 4.56 10,565.28 16.11439960
07/03/96 466.66 0.00 10,087.83 4.56 10,559.05 15.96801623
07/04/96 466.66 0.00 10,087.83 4.56 10,559.05 15.96801623
07/05/96 576.67 0.00 9,978.99 2.76 10,558.42 16.22144858
07/06/96 576.67 0.00 9,978.99 2.76 10,558.42 16.22144858
07/07/96 576.67 0.00 9,978.99 2.76 10,558.42 16.22144858
07/08/96 579.73 0.00 9,981.07 2.76 10,563.56 16.20626086
07/09/96 528.15 0.00 9,970.63 2.77 10,501.55 16.21574093
07/10/96 523.30 0.00 9,939.71 2.76 10,465.77 16.23923172
07/11/96 538.98 0.00 9,930.72 2.76 10,472.46 16.20539087
07/12/96 456.02 0.00 10,028.08 2.76 10,486.87 16.28659371
07/13/96 456.02 0.00 10,028.08 2.76 10,486.87 16.28659371
07/14/96 456.02 0.00 10,028.08 2.76 10,486.87 16.28659371
07/15/96 409.72 0.00 10,040.64 4.23 10,454.59 16.29378507
07/16/96 459.20 0.00 10,016.00 4.23 10,479.43 16.29406742
07/17/96 460.01 0.00 10,020.76 4.24 10,485.01 16.30067152
07/18/96 457.97 0.00 9,990.39 4.25 10,452.61 16.28085040
07/19/96 358.18 0.00 10,128.50 5.37 10,492.05 16.28360907
07/20/96 358.18 0.00 10,128.50 5.37 10,492.05 16.28360907
07/21/96 358.18 0.00 10,128.50 5.37 10,492.05 16.28360907
07/22/96 350.92 0.00 10,144.05 5.37 10,500.34 16.26834117
07/23/96 357.76 0.00 10,136.58 5.37 10,499.71 16.26793019
07/24/96 359.23 0.00 10,150.73 5.39 10,515.35 16.26766187
07/25/96 78.46 (3,789.26) 10,519.84 7.28 6,816.32 16.27435196

12,934.78 302,675.29 116.14 311,936.95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ADJUSTED DAILY DAILY DAILY ACCUMULATED ACCUMULATED ACCUMULATED
INCOME EXPENSES SHARES PRICE INCOME EXPENSES SHARES

<C> <C> <C> <C> <C> <C> <C>
1,704.90 426.87 876,171.142 9.35 1,704.90 426.87 876,171.142
1,700.47 425.06 878,046.929 9.37 3,405.37 851.93 1,754,218.071
1,703.08 427.29 877,965.052 9.44 5,108.45 1,279.22 2,632,183.123
1,703.08 427.29 877,965.052 9.44 6,811.53 1,706.50 3,510,148.175
1,703.08 427.29 877,965.052 9.44 8,514.61 2,133.79 4,388,113.227
1,697.10 430.23 877,965.052 9.43 10,211.71 2,564.02 5,266,078.279
1,702.53 429.92 878,445.306 9.41 11,914.24 2,993.94 6,144,523.585
1,686.07 429.18 878,464.487 9.42 13,600.31 3,423.12 7,022,988.072
1,686.07 429.18 878,464.487 9.42 15,286.38 3,852.29 7,901,452.559
1,712.73 429.61 878,563.744 9.33 16,999.11 4,281.90 8,780,016.303
1,712.73 429.61 878,563.744 9.33 18,711.84 4,711.51 9,658,580.047
1,712.73 429.61 878,563.744 9.33 20,424.57 5,141.12 10,537,143.791
1,711.96 425.32 878,777.744 9.32 22,136.53 5,566.44 11,415,921.535
1,702.90 501.14 878,798.855 9.34 23,839.43 6,067.58 12,294,720.390
1,699.56 426.01 878,798.855 9.36 25,538.99 6,493.59 13,173,519.245
1,697.10 351.16 878,802.671 9.38 27,236.09 6,844.75 14,052,321.916
1,707.95 427.75 881,333.195 9.40 28,944.04 7,272.50 14,933,655.111
1,707.95 427.75 881,333.195 9.40 30,651.99 7,700.26 15,814,988.306
1,707.95 427.75 881,333.195 9.40 32,359.94 8,128.01 16,696,321.501
1,703.45 430.00 880,612.472 9.38 34,063.39 8,558.01 17,576,933.973
1,707.53 428.99 880,612.472 9.41 35,770.92 8,987.00 18,457,546.445
1,709.13 430.05 880,624.107 9.41 37,480.05 9,417.05 19,338,170.552
1,701.77 430.16 880,624.107 9.45 39,181.82 9,847.21 20,218,794.659
1,708.48 432.18 880,650.200 9.44 40,890.30 10,279.39 21,099,444.859
1,708.48 432.18 880,650.200 9.44 42,598.78 10,711.57 21,980,095.059
1,708.48 432.18 880,650.200 9.44 44,307.26 11,143.75 22,860,745.259
1,708.23 431.57 879,146.690 9.42 46,015.49 11,575.32 23,739,891.949
1,708.09 429.94 878,246.514 9.43 47,723.58 12,005.26 24,618,138.463
1,710.60 430.02 878,246.514 9.41 49,434.18 12,435.28 25,496,384.977
1,109.31 429.07 878,286.389 9.37 50,543.49 12,864.35 26,374,671.366

50,543.49 12,864.35 879,155.712
</TABLE>

KAGSF CLASS A MTD YTD ONE YEAR THREE YEAR THREE YEAR FIVE YEAR FIVE YEAR TEN YEAR TEN YEAR
31-Jul-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.75% LOAD -6.61% -0.45% 7.38% 2.40% 34.56% 6.12% 89.29% 7.10%
no load 0.32% -1.96% 4.51% 12.74% 4.08% 41.27% 7.15% 98.72% 7.67%

Beg dates 06/28/96 12/29/95 07/31/95 07/30/93 07/30/93 07/31/91 07/31/91 04/14/87 04/14/87
Beg Value (LOAD) 20,797 21,280 19,963 18,506 18,506 14,769 14,769 10,499 10,499
Beg Value (no load) 19,809 20,269 19,015 17,627 17,627 14,067 14,067 10,000 10,000
End Value 19,872 19,872 19,872 19,872 19,872 19,872 19,872 19,872 19,872

TIME 3 5 9.2972222222

INCEPTION DATE 14-Apr-87
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
KAGSF-B MTD YTD ONE YEAR THREE YEAR THREE YEAR FIVE YEAR FIVE YEAR TEN YEAR TEN YEAR
31-Jul-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
with cdsc N/A -7.21% -0.29% 7.41% 2.41% 12.53% 3.43% NA NA
W/O CDSC 0.15% -2.49% 3.63% 10.11% 3.26% 15.27% 4.14% NA NA

Beg dates 07/28/96 12/29/95 07/31/95 07/30/93 07/30/93 02/01/93 02/01/93 02/01/93 02/01/93
Beg Value (no load) 11,509 11,821 11,123 10,469 10,469 10,000 10,000 10,000 10,000
End Value (W/O CDSC) 11,527 11,527 11,527 11,527 11,527 11,527 11,527 11,527 11,527
End Value (with cdsc) 10,969 11,092 11,244 11,244 11,253 11,253 11,527 11,527
beg nav 9.43 9.96 9.61 10.45 10.45 10.32 10.32 10.32 10.32
end nav 9.40 9.40 9.4 9.4 9.4 9.4 9.4 9.4 9.4
shares originally
purchased 1,220.51 1,186.82 1,157.47 1,001.79 1,001.79 968.99 968.99 968.99 968.99

5% cdsc thru date=> 31-Jan-94
TIME 4% cdsc thru date=> 31-Jan-95 3 3.5
3.5
</TABLE>
<PAGE>

KAGSF-C MTD YTD ONE YEAR THREE YEAR THREE YEAR FIVE YEAR FIVE YEAR TEN YEAR TEN YEAR
31-Jul-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
with cdsc -3.43% 3.62% 10.11% 3.26% 15.38% 4.17% NA NA
W/O CDSC 0.15% -2.48% 3.62% 10.11% 3.26% 15.38% 4.17% NA NA

Beg dates 06/28/96 12/29/95 07/31/95 07/30/93 07/30/93 02/01/93 02/01/93 02/01/93 02/01/93
Beg Value (no load) 11,521 11,832 11,134 10,479 10,479 10,000 10,000 10,000 10,000
End Value (W/O CDSC) 11,538 11,538 11,538 11,538 11,538 11,538 11,538 11,538 11,538
End Value (with cdsc) 11,426 11,538 11,538 11,538 11,538 11,538 11,538 11,538
beg nav 9.44 9.97 9.62 10.46 10.46 10.32 10.32 10.32 10.32
end nav 9.41 9.41 9.41 9.41 9.41 9.41 9.41 9.41 9.41
shares originally
purchased 1,220.40 1,186.75 1,157.43 1,001.79 1,001.79 968.99 968.99 968.99 968.99

TIME 3 3.5
3.5

</TABLE>

EXHIBIT 99.19

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 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/ 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

<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 GOVERNMENT SECURITIES FUND CLASS A

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 50,897,664
<INVESTMENTS-AT-VALUE> 50,026,808
<RECEIVABLES> 816,452
<ASSETS-OTHER> 9,320
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 50,852,580
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 180,428
<TOTAL-LIABILITIES> 180,428
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 26,679,696
<SHARES-COMMON-STOCK> 2,624,480
<SHARES-COMMON-PRIOR> 3,097,266
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (75,228)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (2,257,693)
<ACCUM-APPREC-OR-DEPREC> 338,035
<NET-ASSETS> 24,684,810
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,065,449
<OTHER-INCOME> 0
<EXPENSES-NET> (314,508)
<NET-INVESTMENT-INCOME> 1,750,941
<REALIZED-GAINS-CURRENT> 11,618
<APPREC-INCREASE-CURRENT> (471,982)
<NET-CHANGE-FROM-OPS> 1,290,577
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,809,279)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 169,632
<NUMBER-OF-SHARES-REDEEMED> (762,511)
<SHARES-REINVESTED> 120,093
<NET-CHANGE-IN-ASSETS> (5,091,184)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (44,557)
<OVERDIST-NET-GAINS-PRIOR> (2,284,586)
<GROSS-ADVISORY-FEES> (181,041)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (388,560)
<AVERAGE-NET-ASSETS> 27,919,334
<PER-SHARE-NAV-BEGIN> 9.61
<PER-SHARE-NII> 0.61
<PER-SHARE-GAIN-APPREC> (0.18)
<PER-SHARE-DIVIDEND> (0.63)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.41
<EXPENSE-RATIO> 1.14
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<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 GOVERNMENT SECURITIES FUND CLASS B

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1996
<PERIOD-START> AUG-01-1995
<PERIOD-END> JUL-31-1996
<INVESTMENTS-AT-COST> 50,897,664

<INVESTMENTS-AT-VALUE> 50,026,808
<RECEIVABLES> 816,452
<ASSETS-OTHER> 9,320
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 50,852,580
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 180,428
<TOTAL-LIABILITIES> 180,428
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19,210,612
<SHARES-COMMON-STOCK> 1,881,535
<SHARES-COMMON-PRIOR> 1,879,324
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (17,104)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (977,073)
<ACCUM-APPREC-OR-DEPREC> (522,496)
<NET-ASSETS> 17,693,939
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,456,537
<OTHER-INCOME> 0
<EXPENSES-NET> (370,047)
<NET-INVESTMENT-INCOME> 1,086,490
<REALIZED-GAINS-CURRENT> (14,178)
<APPREC-INCREASE-CURRENT> (365,006)
<NET-CHANGE-FROM-OPS> 707,306
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (1,135,477)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 614,502
<NUMBER-OF-SHARES-REDEEMED> (676,246)
<SHARES-REINVESTED> 63,955
<NET-CHANGE-IN-ASSETS> (370,375)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 12,370
<OVERDIST-NET-GAINS-PRIOR> (973,671)
<GROSS-ADVISORY-FEES> (127,743)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (424,613)
<AVERAGE-NET-ASSETS> 19,690,288
<PER-SHARE-NAV-BEGIN> 9.61
<PER-SHARE-NII> 0.53
<PER-SHARE-GAIN-APPREC> (0.18)
<PER-SHARE-DIVIDEND> (0.56)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.40
<EXPENSE-RATIO> 1.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<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 GOVERNMENT SECURITIES FUND CLASS C

<OVERDISTRIBUTION-GAINS> (1,290,415)
<ACCUM-APPREC-OR-DEPREC> (686,395)
<NET-ASSETS> 8,293,403
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 641,568
<OTHER-INCOME> 0
<EXPENSES-NET> (162,669)
<NET-INVESTMENT-INCOME> 478,899
<REALIZED-GAINS-CURRENT> 961
<APPREC-INCREASE-CURRENT> (153,049)
<NET-CHANGE-FROM-OPS> 326,811
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (496,332)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 245,017
<NUMBER-OF-SHARES-REDEEMED> (338,579)
<SHARES-REINVESTED> 28,708
<NET-CHANGE-IN-ASSETS> (807,113)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 6,418
<OVERDIST-NET-GAINS-PRIOR> (1,296,115)
<GROSS-ADVISORY-FEES> (56,228)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (186,970)
<AVERAGE-NET-ASSETS> 8,662,388
<PER-SHARE-NAV-BEGIN> 9.62
<PER-SHARE-NII> 0.54
<PER-SHARE-GAIN-APPREC> (0.19)
<PER-SHARE-DIVIDEND> (0.56)
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 9.41
<EXPENSE-RATIO> 1.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>