KEYSTONE AMERICA INTERMEDIATE TERM BOND FUND, 497, 1995-03-29

KEYSTONE AMERICA INTERMEDIATE TERM BOND FUND
497, 1995-03-29

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<PAGE>
KEYSTONE AMERICA INTERMEDIATE
TERM BOND FUND
PROSPECTUS NOVEMBER 28, 1994

Keystone America Intermediate Term Bond Fund (formerly Keystone America
Investment Grade Bond Fund) (the "Fund") is a mutual fund which seeks current
income by investing primarily in investment quality debt securities. As a
secondary objective, the Fund seeks to protect capital. Under ordinary
circumstances, the average maturity of the Fund's investments will range from
three to seven years, based on the investment adviser's analysis of the interest
rate environment. The Fund's net asset value per share will fluctuate in
response to changes in the market value of its portfolio securities.

The Fund offers three classes of shares. Class A shares are offered at a
public offering price which includes a sales charge at the time of purchase.
Class B shares are offered without an initial sales charge, although a
contingent deferred sales charge may be imposed at the time of redemption which
decreases depending on how long the shares have been held. Class C shares are
offered without an initial sales charge, although a contingent deferred sales
charge may be imposed on redemptions within one year of purchase. Class C shares
are available only through dealers who have entered into special distribution
agreements with Keystone Distributors, Inc., the Fund's principal underwriter.
Each class makes service fee payments under a Distribution Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 ("1940 Act"). Both Class B and
Class C shares make commission related payments under their Distribution Plans.
See "How to Buy Shares."

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

KEYSTONE AMERICA INTERMEDIATE
TERM BOND FUND
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116-5034
CALL TOLL FREE 1-800-343-2898

Additional information about the Fund, including information about
securities ratings, is contained in a statement of additional information and
its appendix dated November 28, 1994 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 listed below.

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.

TABLE OF CONTENTS Page
Fee Table 2
Financial Highlights 3
The Fund 6
Investment Objectives and Policies 6
Investment Restrictions 7
Risk Factors 9
Pricing Shares 10
Dividends and Taxes 10
Fund Management and Expenses 11
How to Buy Shares 14
Calculation of Contingent Deferred Sales
Charge and Waiver of Sales Charges 17
Distribution Plans 18
How to Redeem Shares 19
Shareholder Services 21
Performance Data 23
Fund Shares 23
Additional Information 24
Additional Investment Information (i)
Exhibit A A-1

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 AMERICA INTERMEDIATE TERM BOND FUND
The purpose of this fee table is to assist investors in understanding the
costs and expenses that an investor in each class 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"; "Distribution Plan"; 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<F1> OPTION<F2>
-------------- -------------- -------------
<S> <C> <C> <C>
Sales Charge ...................................... 4.75%<F3> None None
(as a percentage of offering price)
Contingent Deferred Sales Charge .................. 0.00%<F4> 3.00% in the first year 1.00% in the first
(as a percentage of the lesser of cost or market declining to 1.00% in year and 0.00%
value of shares redeemed) the fourth year and thereafter
0.00% thereafter
Exchange Fee (per exchange)<F5>.................... $10.00 $10.00 $10.00
ANNUAL FUND OPERATING EXPENSES<F6>
(as a percentage of average net assets)
Management Fees ................................... 0.60% 0.60% 0.60%
12b-1 Fees ........................................ 0.25% 1.00%<F7> 1.00%<F7>
Other Expenses .................................... 0.15% 0.15% 0.15%
---- ---- ----
Total Fund Operating Expenses ..................... 1.00% 1.75% 1.75%
==== ==== ====
EXAMPLES<F8>
<S> <C> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
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 ................................................................... $57 $78 $100 $164
Class B ................................................................... $48 $75 $ 95 N/A
Class C ................................................................... $28 $55 $ 95 $206
You would pay the following expenses on the same investment, assuming no
redemption at the end of each period:
Class A ................................................................... $57 $78 $100 $164
Class B ................................................................... $18 $55 $ 95 N/A
Class C ................................................................... $18 $55 $ 95 $206
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>
<F1>Class B Shares convert tax free to Class A shares after seven calendar years.
<F2>Class C shares are available only through dealers who have entered into special distribution agreements with Keystone
Distributors, Inc., the Fund's principal underwriter.
<F3>The sales charge applied to purchases of Class A shares declines as the amount invested increases. See "Alternative Sales
Options."
<F4>Purchases of Class A shares in the amount of $1,000,000 or more are not subject to a sales charge at the time of purchase,
but may be subject to a contingent deferred sales charge of 0.25%. See the "Calculation of Contingent Deferred Sales Charge
and Waiver of Sales Charges" section of this prospectus for an explanation of the charge.
<F5>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")
<F6>Expense ratios (annualized as appropriate) are for the fiscal year ended July 31, 1994 after giving effect to Keystone's
reimbursement of Fund expenses in accordance with certain voluntary expense limits. Prior to reimbursement, expense ratios
(annualized as appropriate) for the fiscal year ended July 31, 1994 for the Fund's Class A, B, and C shares, respectively,
were 1.80%, 2.36%, and 2.37%. For an explanation of expense reimbursements, see "Fund Management and Expenses." The Fund's
investment adviser has voluntarily limited expenses of Class A shares to 1.00% of their average daily net assets and such
expenses of Class B and C shares to 1.75% of their average daily net assets, each for the Fund's fiscal year ending July 31,
1995.
<F7>Long term shareholders may pay more than the equivalent of the maximum front end sales charges permitted by a new rule
adopted by the National Association of Securities Dealers, Inc. ("NASD").
<F8>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 AMERICA INTERMEDIATE TERM BOND FUND
(FORMERLY KEYSTONE AMERICA INVESTMENT GRADE BOND FUND)
CLASS A SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table contains important financial information with respect 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 auditors' report, in the Fund's Annual Report. The
Fund's financial statements, related notes, and auditors' report are included in
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
YEAR ENDED JULY 31, (COMMENCEMENT OF
----------------------------------------------------------------------- OPERATIONS) TO
1994<F5> 1993 1992 1991 1990 1989 1988 JULY 31, 1987
------ ------ ------ ------ ------ ------ ------ ------------

NET ASSET VALUE:
BEGINNING OF PERIOD $ 9.46 $ 9.23 $ 8.64 $ 8.60 $ 9.11 $ 9.05 $ 9.61 $10.00
------- ------- ------- ------- ------- ------- ------- -------
Income from investment operations
Investment income -- net ........... 0.57 0.70 0.71 0.72 0.67 0.69 0.72 0.17
Net gains (losses) on securities ... (0.59) 0.18 0.60 0.05 (0.45) 0.10 (0.45) (0.42)
------- ------- ------- ------- ------- ------- ------- -------

Total from investment operations ... (0.02) 0.08 1.31 0.77 0.22 0.79 0.27 (0.25)
------- ------- ------- ------- ------- ------- ------- -------
Less distributions
Dividends from investment
income -- net ................... (0.57) (0.65) (0.71) (0.72) (0.70) (0.73) (0.83) (0.14)
Distributions in excess of
investment income -- net<F2> ...... (0.02) 0 (0.01) (0.01) (0.03) 0 0 0
Tax basis return of capital ........ (0.01) 0 0 0 0 0 0 0
------- ------- ------- ------- ------- ------- ------- -------
Total distributions ................ (.60) (0.65) (0.72) (0.73) (0.73) (0.73) 0.83) (0.14)
------- ------- ------- ------- ------- ------- ------- -------
Net asset value: end of period ..... $ 8.84 $ 9.46 $ 9.23 $ 8.64 $ 8.60 $ 9.11 $ 9.05 $ 9.61
======= ======= ======= ======= ======= ======= ======= =======

TOTAL RETURN<F4> ................... (0.29%) 9.88% 15.65% 9.42% 2.71% 9.13% 2.95% (2.50%)

RATIOS/SUPPLEMENTAL DATA:
RATIOS TO AVERAGE NET ASSETS:
Operating and management expenses 1.00%<F3> 1.52%<F3> 1.88% 2.00%<F3> 2.00%<F3> 1.92%<F3> 1.30%<F3> 1.00%<F1><F3>
Net investment income ............ 6.81% 7.48% 7.85% 8.42% 7.90% 7.88% 7.48% 6.86%<F1>
Portfolio turnover rate ............ 280% 160% 90% 76% 107% 148% 208% 14%
Net assets, end of period
(thousands) ....................... $16,036 $18,032 $19,288 $20,227 $23,694 $30,337 $38,615 $1,679
---------

<FN>
<F1>Annualized.
<F2>Effective August 1, 1993, the Fund adopted Statement of Position 93-2: "Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gain and Return of Capital Distributions by Investment Companies." As a result, distribution
amounts exceeding book basis net income (or tax basis net income on a temporary basis) are presented as "Distributions in
excess of net investment income." Similarly, capital gain distributions in excess of book basis capital gains (or tax basis
capital gains on a temporary basis) are presented as "Distributions in excess of capital gains". From January 31, 1990 until
the date of adoption of the Statement of Position, distribution amounts exceeding book basis net investment income were
charged to paid-in capital. For the fiscal years ended prior to January 31, 1990, these excess distributions were charged to
undistributed net investment income.
<F3>Figures are net of expense reimbursement by Keystone in connection with voluntary expense limitations. Before the expense
reimbursement, the "Ratio of net operating and management expenses to average net assets" would have been 1.80%, 1.99%, 2.06%,
2.33%, 2.19%, 2.65% and 12.47% for the years ended July 31, 1994, 1993, 1991, 1990, 1989, 1988 and the period April 14, 1987
(Commencement of Investment Operations) to July 31, 1987, respectively.
<F4>Excluding sales charges.

<F5>Calculations based on average shares outstanding.
</FN>
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS
KEYSTONE AMERICA INTERMEDIATE TERM BOND FUND
(FORMERLY KEYSTONE AMERICA INVESTMENT GRADE BOND FUND)
CLASS B SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table contains important financial information with respect to
the Fund and has been audited by KPMG Peat Marwick LLP, the Fund's independent
auditors. The table has been 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 auditors' report, in the Fund's Annual
Report. The Fund's financial statements, related notes, and auditors' report are
included in 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.

FEBRUARY 1, 1993
(COMMENCEMENT OF
YEAR ENDED OPERATIONS) TO
JULY 31, 1994(E) JULY 31, 1993
------------- -------------
NET ASSET VALUE: BEGINNING OF PERIOD .......... $ 9.47 $ 9.35
Income from investment operations
Investment income -- net ...................... 0.49 0.29
Net gains (losses) on securities .............. (0.58) 0.12
------- -----
Total from investment operations .............. (0.09) 0.41
------- -----
Less distributions
Dividends from investment income -- net ........ (0.49) (0.29)
Distributions in excess of investment
income -- net ................................. (0.03) 0
Tax basis return of capital .................... (0.01) 0
------- -----
Total distributions ............................ (0.53) (0.29)
------- -----
Net asset value: end of period ................. $ 8.85 $ 9.47
======= =====
TOTAL RETURN(D) ................................ (1.05%) 4.42%
RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS:
Operating and management expenses(b) ......... 1.75% 1.76%(a)
Net investment income ........................ 5.48% 5.67%(a)
Portfolio turnover rate ........................ 280% 160%
Net assets, end of period (thousands) .......... $17,819 $8,159
---------
(a) Annualized.
(b) Figures are net of expense reimbursement by Keystone in connection with
voluntary expense limitations. Before the expense reimbursement, the "Ratio
of net operating and management expenses to average net assets" would have
been 2.36% and 2.71% for the year ended July 31, 1994 and the period
February 1, 1993 (Date of Initial Public Offering) to July 31, 1993.
(c) Effective August 1, 1993, the Fund adopted Statement of Position 93-2:
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distributions by Investment Companies."
As a result, distribution amounts exceeding book basis net investment income
(or tax basis net income on a temporary basis) are presented as
"Distributions in excess of investment income -- net." Similarly, capital
gain distributions in excess of book basis capital gains (or tax basis
capital gains on a temporary basis) are presented as "Distributions in
excess of net realized capital gains."
(d) Excluding sales charges.
(e) Calculation based on average shares outstanding.

<PAGE>
FINANCIAL HIGHLIGHTS
KEYSTONE AMERICA INTERMEDIATE TERM BOND FUND
(FORMERLY KEYSTONE AMERICA INVESTMENT GRADE BOND FUND)
CLASS C SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

FEBRUARY 1, 1993
(DATE OF INITIAL
YEAR ENDED PUBLIC OFFERING) TO
JULY 31, 1994(E) JULY 31, 1993
-------- ----------
NET ASSET VALUE: BEGINNING OF PERIOD ...... $ 9.46 $ 9.35
Income from investment operations
Investment income -- net .................. 0.49 0.29
Net gains (losses) on securities .......... (0.57) 0.11
------ -----
Total from investment operations .......... (0.08) 0.40
------ -----
Less distributions
Dividends from investment income -- net ... (0.49) (0.29)
Distributions in excess of investment
income -- net ............................ (0.03) 0
Tax basis return of capital ............... (0.01) 0
------ -----
Total distributions ....................... (0.53) (0.29)
------ -----
Net asset value: end of period ............. $ 8.85 $ 9.46
====== =====
TOTAL RETURN(D) ............................ (0.95%) 4.31%
RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS:
Operating and management expenses(b) ..... 1.75% 1.77%(a)
Net investment income .................... 5.44% 5.61%(a)
Portfolio turnover rate .................... 280% 160%
Net assets, end of period (thousands) ...... $13,086 $7,522
---------
(a) Annualized.
(b) Figures are net of expense reimbursement by Keystone in connection with
voluntary expense limitations. Before the expense reimbursement, the "Ratio
of net operating and management expenses to average net assets" would have
been 2.37% and 2.61% for the year ended July 31, 1994 and the period
February 1, 1993 (Date of Initial Public Offering) to July 31, 1993.
(c) Effective August 1, 1993, the Fund adopted Statement of Position 93-2:
"Determination, Disclosure and Financial Statement Presentation of Income,
Capital Gain and Return of Capital Distributions by Investment Companies."
As a result, distribution amounts exceeding book basis net investment income
(or tax basis net income on a temporary basis) are presented as
"Distributions in excess of investment income -- net." Similarly, capital
gain distributions in excess of book basis capital gains (or tax basis
capital gains on a temporary basis) are presented as "Distributions in
excess of net realized capital gains."
(d) Excluding sales charges.
(e) Calculation based on average shares outstanding.

<PAGE>

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

INVESTMENT OBJECTIVES AND POLICIES

The Fund seeks current income by investing primarily in a broad range of
investment quality debt securities. As a secondary objective, the Fund seeks to
protect capital. Where appropriate the Fund will take advantage of opportunities
to realize capital appreciation.

PRINCIPAL INVESTMENTS

The Fund seeks current income by normally investing at least 80% of its
assets in debt securities including United States ("U.S.") Treasury bills, notes
and bonds, mortgage-backed securities issued by the U.S. government or one of
its agencies or instrumentalities, mortgage-backed securities issued by private
issuers, corporate debt securities and commercial paper.

Under ordinary circumstances, the Fund expects to invest at least 65% of its
assets in bonds and debentures. In addition, the Fund will only invest its
assets in securities which at the time of investment are rated within the four
highest grades by Standard & Poor's Corporation ("S&P") (AAA, AA, A and BBB), by
Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A and Baa) and by Fitch
Investors Service, Inc. -- Municipal Division ("Fitch") (AAA, AA, A and BBB),
or, if not rated or rated under a different system, are of comparable quality to
obligations so rated as determined by Keystone. Any split-rated bond in which
the Fund invests will be rated at least the minimum rating by both Moody's and
S&P. The Fund's investments are expected to have a minimum average rating of A
by Moody's, S&P or Fitch.

It is currently expected that under normal circumstances, the dollar
weighted average maturity of the Fund's investments will range from 3 to 7
years. However, the Fund may invest in securities with remaining maturities of
ten years or less.

The Fund's debt securities may include fixed and adjustable rate or stripped
bonds, debentures, notes, equipment trust certificates, debt securities
convertible into, or exchangeable for, preferred or common stock. The Fund may
also invest in units, which are debt securities with stock or warrants to buy
stock attached, and preferred stock. The Fund will not invest in securities
judged to be speculative or of poor quality but may invest in investment grade
securities described above.

Bonds which are rated BBB or BAA are considered to be 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. 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. Such bonds lack outstanding investment characteristics and may have
speculative characteristics. Keystone will dispose of any bond whose rating is
reduced below BAA by Moody's, BBB by S&P or BBB by Fitch.

When the Fund buys securities, it will consider the ratings of Moody's, S&P
and Fitch assigned to various debt securities. In making its investment
decisions the Fund will also consider many factors other than current yield,
including the preservation of capital, the potential for realizing capital
appreciation, maturity and yield to maturity. The Fund will adjust its
investments in particular securities or in types of debt securities in response
to its appraisal of changing economic conditions and trends. The Fund may sell
one security and purchase another security of comparable quality and maturity to
take advantage of what it believes to be short-term differentials in market
values or yield disparities.
<PAGE>

OTHER ELIGIBLE SECURITIES

The Fund may invest up to 20% of its total assets under ordinary
circumstances and, when in Keystone's opinion market conditions warrant, up to
100% of its assets for temporary defensive purposes, in the following types of
money market instruments: (1) commercial paper, including master demand notes,
which at the date of investment is rated A-1, the highest grade by S&P, PRIME-1,
the highest grade by Moody's or, if not rated by such services, is issued by a
company which 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 and which are members of the Federal Deposit Insurance Corporation
including U.S. branches of foreign banks and foreign branches of U.S. banks; (3)
corporate obligations which at the date of investment are rated A or better by
S&P or Moody's; and (4) obligations issued or guaranteed by the U.S. government
or by any agency or instrumentality of the U.S.

The Fund may enter into repurchase and reverse repurchase agreements,
purchase and sell securities and currencies 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 and may employ new investment techniques with respect to
such options. The Fund may also enter into currency and other financial futures
contracts and related options transactions for hedging purposes and not for
speculation, and may employ new investment techniques with respect to such
futures contracts and related options. In addition, the Fund may invest in
foreign securities and securities denominated in foreign currencies.

In addition, the Fund may also invest in inverse floating rate
collateralized mortgage obligations ("CMOs") and interest only ("IO") and
principal only ("PO") stripped mortgage obligations, all of whose underlying
securities are issued by or guaranteed as to principal and interest by the full
faith and credit of the U.S. government.

The Fund may also invest in certain other types of derivative instruments,
including interest rate swaps, equity swaps, index swaps, currency swaps and
caps and floors, in addition to forwards, futures, options, mortgage-backed
securities and other asset-backed securities as mentioned above. These basic
vehicles can also be combined to create more complex products called hybrid
derivatives, or embedded in a structured security.

For further information about the types of investments and investment
techniques available to the Fund, including the risks associated with such
investments and investment techniques, see the section of this prospectus
entitled "Additional Investment Information" and the statement of additional
information.

There can, of course, be no assurance that the Fund will achieve its
investment objectives since there is uncertainty in every investment.

FUNDAMENTAL NATURE OF INVESTMENT OBJECTIVES

The investment objectives of the Fund set forth above are fundamental and
may not be changed without the vote of a majority of the Fund's outstanding
shares (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).

INVESTMENT RESTRICTIONS

The Fund has adopted the fundamental restrictions set forth below, which may
not be changed without the vote of a majority of the Fund's outstanding shares.
These restrictions and certain other fundamental restrictions are set forth in
the statement of additional information. Unless otherwise stated, all references
to the Fund's assets are in terms of current market value.

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); (2) borrow money, except that
the Fund may 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 and may
enter into reverse repurchase agreements, and (3) invest more than 25% of its
total assets in securities of issuers in the same industry.

The Fund intends to follow policies of the Securities and Exchange
Commission as they are adopted from time to time with respect to illiquid
securities, including, at this time, (1) treating as illiquid, securities which
may not be sold or disposed of in the ordinary course of business within seven
days at approximately the value at which the Fund has valued the investment on
its books and (2) limiting its holdings of such securities to 15% of net assets.

As a matter of practice the Fund treats reverse repurchase agreements as
borrowings for purposes of compliance with the limitations of the 1940 Act.
Reverse repurchase agreements will be taken into account along with borrowings
from banks for purposes of the 5% limit set forth in Investment Restriction (2).

Although not fundamental restrictions or policies requiring a shareholders'
vote to change, the Fund has undertaken to a state securities authority that, so
long as the state authority requires and shares of the Fund are registered for
sale in that state, the Fund (1) may not write or sell puts, calls or
combinations thereof, except that it may write covered put and call options, (2)
in connection with the purchase of debt securities, may acquire warrants or
other rights to subscribe for securities of issuers or securities of parents or
subsidiaries of such issuers (warrants), provided that no more than 5% of its
total assets may be invested in warrants (for the purpose of this restriction,
warrants attached to securities acquired by the Fund may be deemed to be without
value), and (3) may not invest in interests in oil, gas or other mineral
exploration or development programs, except publicly traded securities of
companies engaging in such activities; in any case, unless authorized by the
vote of a majority of the Fund's outstanding voting shares.

Although not fundamental restrictions or policies requiring a shareholders'
vote to change, the Fund has undertaken to a state securities authority that, so
long as the state authority requires and shares of the Fund are registered for
sale in that state, the Fund will not (1) write put and call options on
securities unless (a) the option is issued by the Options Clearing Corporation,
(b) the security underlying the put or call is within the investment policies of
the Fund, and (c) the aggregate value of the securities underlying the calls or
obligations underlying the puts determined, as of the date of sale, does not
exceed 25% of its net assets, and (2) buy and sell put and call options written
by others unless (a) the options are listed on a national securities or
commodities exchange or offered through certain approved national securities
associations, and (b) the aggregate premiums paid on such options held at any
time do not exceed 20% of the Fund's net assets.

Although not a fundamental restriction or policy requiring a shareholders'
vote to change, the Fund has undertaken to a state securities authority that, so
long as the state authority requires and shares of the Fund are registered for
sale in that state the Fund will not invest in securities (other than U.S.
government securities) of any issuer if as a result more than 5% of its assets
would be invested in securities of a single issuer.

RISK FACTORS

Investing in the Fund involves the risk inherent to any investment, i.e.,
net asset value will fluctuate in response to changes in economic conditions,
interest rates and the market's perception of the underlying portfolio
securities of the Fund.

By itself, the Fund does not constitute a balanced investment plan. The Fund
stresses earning income by investing in fixed income securities, which are
generally considered to be interest rate sensitive. This means that their value
(and the Fund's share prices) will tend to decrease when interest rates rise and
increase when interest rates fall. Shorter term bonds are less sensitive to
interest rate changes, but longer term bonds generally offer higher yields.
<PAGE>
When choosing among bond funds, you should consider the anticipated yield
together with potential changes in share price, as these two factors determine
each fund's total return to investors. The yield and potential price changes of
each fund depend on the quality and maturity of the obligations in its
portfolio, as well as on market conditions. The Fund is for investors who seek
income, but want a portfolio of primarily investment grade bonds. To the extent
that investments are made in debt securities (other than U.S. government
securities), derivatives or structured securities, such investments, despite
favorable credit ratings, are subject to some risk of default.

Investment yields on relatively short-term investments are subject to
substantial and rapid fluctuation. Specifically, the market value of traditional
fixed income debt securities generally will vary inversely with changes in
interest rates. For example, in the case of an investment in a traditional fixed
income debt security, if interest rates increase after the security is
purchased, the security, if sold prior to maturity, may return less than its
cost. 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, would change in a manner opposite to the change in the market
value of a traditional fixed income security. See "Additional Investment
Information" for further discussion of the risks inherent in the use of
derivatives.

Investing in securities of foreign issuers generally involves greater risk
than investing 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) foreign securities transactions may involve higher brokerage commissions;
(5) there may be less government regulation of stock exchanges, brokers, listed
companies and banks in foreign countries than in the U.S.; (6) the Fund may
incur fees on currency exchanges when it changes investments from one country to
another; (7) the Fund's foreign investments could be affected by expropriation,
confiscatory taxation, nationalization, establishment of exchange controls,
political or social instability or diplomatic developments; (8) foreign
governments may withhold income on investments; and (9) fluctuations in foreign
exchange rates will affect the value of the Fund's investments, 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.

Current yield levels should not be considered representative of yields for
any future period of time. Moreover, should many shareholders change from this
Fund to some other investment at about the same time, the Fund might have to
sell portfolio securities at a time when it would be disadvantageous to do so
and at a lower price than if such securities were held to maturity.

If and when the Fund invests in zero coupon bonds, the Fund does not expect
to have enough zero coupon bonds to have a material effect on dividends. The
Fund has undertaken to a state securities authority to disclose that zero coupon
securities pay no interest to holders prior to maturity, and the interest on
these securities is reported as income to the Fund and distributed to its
shareholders. These distributions must be made from the Fund's cash assets or,
if necessary, from the proceeds of sales of portfolio securities. The Fund will
not be able to purchase additional income producing securities with cash used to
make such distributions and its current income ultimately may be reduced as a
result.

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.

The Fund values publicly traded bonds 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 and various relationships between
securities in determining value. The Fund values short-term instruments having
maturities of more than sixty days for which market quotations are readily
available at current market value; the Fund values money market instruments
which are purchased with maturities of sixty days or less at amortized cost
(original purchase cost as adjusted for amortization of premium or accretion of
discount), which, when combined with accrued interest approximates market; and
money market instruments maturing in more than sixty days when purchased which
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 in any case reflects fair value as determined by the Board of
Trustees. 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 qualify in the future 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. Any
taxable distribution would be (1) declared in October, November, or December to
shareholders of record in such a month, (2) paid by the following January 31,
and (3) includable in the taxable income of shareholders for the year in which
such distributions were declared. If the Fund qualifies and if it distributes
substantially 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 to its shareholders
monthly and net capital gains at least annually. 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 shares and
Class C shares will generally be higher, 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.

The Fund makes distributions in additional shares of the Fund or, at the
shareholder's election (which must be made before the record date for the
distribution), in cash. Distributions are reinvested at net asset value without
any sales charge. Income dividends and net short-term gains distributions are
taxable as ordinary income and net long-term gains distributions are taxable as
capital gains regardless of how long the shareholder has held the Fund's shares.
However, if Fund shares held for less than six months are sold at a loss, 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. The Fund advises you annually
as to the federal tax status of all distributions made during the year.

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 Fund's Board of Trustees, Keystone Management,
located at 200 Berkeley Street, Boston Massachusetts 02116-5034, serves as
investment manager to the Fund and is responsible for the overall management of
the Fund's business and affairs.

INVESTMENT MANAGER

Keystone Management, the Fund's Investment Manager, organized in 1989, is a
wholly-owned subsidiary of Keystone, and 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 most
of the other Keystone America Funds and to certain other funds in the Keystone
Group of Mutual Funds.

Pursuant to its Investment Management Agreement with the Fund ("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 ("Advisory
Agreement") under which Keystone will provide investment advisory and management
services to the Fund. 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 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; (3) providing services to the Fund's
shareholders in connection with federal and state taxation and distributions of
income and capital gains; and (4) storing documents relating to the Fund's
activities.

The Fund pays Keystone Management a fee for its services at the annual rate
of:

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 paid daily.

During the year ended July 31, 1994, the Fund paid or accrued to Keystone
Management investment management and administrative services fees of $290,111,
which represented 0.60% of the Fund's average net assets on an annualized basis.
Of such amount paid to Keystone Management, $246,594 was paid to Keystone for
its services to the Fund.

The Management Agreement continues in effect from year to year only so long
as such continuance is specifically approved at least annually by the Fund's
Board of Trustees or by vote of a majority of the outstanding shares of the
Fund. In either case, the terms of the Management Agreement and continuance
thereof must be approved by the vote of a majority of Independent Trustees 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 Management Agreement will terminate automatically
upon its assignment.

INVESTMENT ADVISER

Keystone, the Fund's Investment Adviser, located at 200 Berkeley Street,
Boston, Massachusetts 02116-5034, has provided investment advisory and
management services to investment companies and private accounts since it was
organized in 1932. Keystone is a wholly-owned subsidiary of Keystone Group, Inc.
("Keystone Group"), located at 200 Berkeley Street, Boston, Massachusetts 02116-
5034.

Keystone Group is a corporation privately owned by current and former
members of management of Keystone and its affiliates. The shares of Keystone
Group 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, Roger T. Wickers, Edward F. Godfrey and Ralph J. Spuehler, Jr. Keystone
Group provides accounting, bookkeeping, legal, personnel and general corporate
services to Keystone Management, Keystone, their affiliates and the Keystone
Group of Mutual Funds.

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

The Advisory Agreement continues in effect from year to year only so long as
such continuance is specifically approved at least annually by the Fund's Board
of Trustees or by vote of a majority of the outstanding shares of the Fund. In
either case, the terms of the Advisory Agreement and continuance thereof must be
approved by the vote of a majority of Independent Trustees in person at a
meeting called for the purpose of voting on such approval. 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.

Keystone Management and Keystone have each adopted a Code of Ethics
incorporating policies on personal securities trading as recommended by the
Investment Company Institute ("ICI"), and it is anticipated that the Board of
Trustees of the Fund will adopt a Code of Ethics containing the ICI recommended
policies at its next Board meeting to be held in December, 1994.

FUND EXPENSES

The Fund will pay all of its expenses. In addition to the investment
advisory and management fees discussed above, the principal expenses which the
Fund is expected to pay include expenses of certain Trustees; its transfer,
dividend disbursing and shareholder servicing agent expenses; its custodian
expenses; fees of the independent auditors; as well as legal counsel to its
Board of 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, 1994, the Fund's
Class A shares paid 1.00% of its average net assets in expenses. For the six
months ended July 31, 1994, the Fund's Class B and Class C shares each paid, on
an annualized basis, 1.75% of their average net assets in expenses.

For the Fund's fiscal year ending July 31, 1995, Keystone voluntarily
limited expenses of Class A shares to 1.00% annually and each of Class B and
Class C shares to 1.75% annually. Thereafter a redetermination of whether to
continue these expense limits and, if so, at what rates, will be made. Keystone
will not be required to make any reimbursement to the extent such reimbursement
would result in the Fund's inability to qualify as a regulated investment
company under the Internal Revenue Code. In accordance with these voluntary
expense limitations, for the fiscal year ended July 31, 1994, Keystone
reimbursed the Fund $129,577, 92,657 and $76,307 for Class A, Class B and Class
C shares, respectively.

Capital charges and certain expenses, including a portion of the Fund's
Distribution Plan fees, are not included in the calculation of the state expense
limitation. This limitation may be modified or eliminated in the future.

During the year ended July 31, 1994, the Fund paid or accrued to Keystone
Investor Resource Center, Inc. ("KIRC"), the Fund's transfer and dividend paying
agent, $18,880 for certain accounting and printing services and paid KIRC
$130,879 for shareholder services. KIRC is a wholly-owned subsidiary of
Keystone.

PORTFOLIO MANAGER

Christopher P. Conkey has been the Fund's Portfolio Manager since 1988. He
is also Vice President and Senior Portfolio Manager for Keystone, with 11 years'
of investment experience.

SECURITIES TRANSACTIONS

Under policies established by the 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 as a factor 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 which 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 year
ended July 31, 1993, the portfolio turnover rate for Class A, Class B and Class
C was 160%. The Portfolio turnover rate for each of Class A, Class B and Class C
for the fiscal year ended July 31, 1994 was 280%. High portfolio turnover
involves correspondingly greater brokerage commissions and other transaction
costs, which will be borne directly by the Fund as well as additional gains
and/or losses. 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.

Additional information about the Fund's performance is contained in its
annual report that will be made available upon request and without charge.

HOW TO BUY SHARES

You may purchase shares of the Fund from any broker-dealer that has a
selling agreement with Keystone Distributors, Inc. ("KDI"), the Fund's principal
underwriter. KDI, a wholly-owned subsidiary of Keystone, is located at 200
Berkeley Street, Boston, Massachusetts 02116-5034.

In addition, you may open an account for the purchase of 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 open an account by telephoning 1-800-
343-2898 to obtain the number of an account to which you can wire or
electronically transfer funds, and then sending in a completed account
application. Subsequent investments in Fund shares in any amount may be made by
check, by wiring Federal funds 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 KDI (generally as of the close of the
Exchange on that day) plus, in the case of Class A shares, the sales charge.
Orders received by dealers or other firms prior to the close of the Exchange and
received by KDI 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. The Fund
reserves the right to determine the net asset value more frequently than once a
day if deemed desirable. Dealers and other financial services firms are
obligated to transmit orders promptly.

Orders for shares received by broker-dealers prior to that day's close of
trading on the Exchange and transmitted to the Fund prior to its close of
business that day will receive the offering price equal to the net asset value
per share computed at the close of trading on the Exchange on the same day plus,
in the case of Class A shares, the sales charge. Orders received by
broker-dealers after that day's close of trading on the Exchange and transmitted
to the Fund prior to the close of business on the next business day will receive
the next business day's offering price.

Orders for shares received directly by the Fund from you will receive the
offering price which is the net asset value per share next computed after the
Fund receives the purchase order plus, in the case of Class A shares, the sales
charge.

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 this prospectus was
received.

<PAGE>
ALTERNATIVE SALES OPTIONS

The Fund offers three classes of 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 sales charge when they are redeemed (except that
shares sold in a single purchase in excess of $1,000,000 without a front end
sales charge will be subject to a contingent deferred sales charge for one
year).

CLASS B SHARES -- BACK END LOAD OPTION

Class B 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 three
calendar years after the calendar year of purchase. Class B shares will
automatically convert to Class A shares at the end of seven calendar years after
purchase.

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 dealers
who have entered into special distribution agreements with KDI.

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. As a
result, income distributions paid by the Fund with respect to Class B and Class
C shares will generally be less than those paid with respect to Class A shares.

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 immediately, 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:

<TABLE>
<CAPTION>
AS A % OF CONCESSION TO
AS A % OF NET AMOUNT DEALERS AS A % OF
AMOUNT OF PURCHASE OFFERING PRICE INVESTED<F1> AMOUNT INVESTED
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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%
$1,000,000 and over<F2>................. 0% 0% 0.25%
---------
<FN>
<F1>Rounded to the nearest one-hundredth percent.

<F2>Purchases of $1,000,000 or more may be subject to a contingent deferred sales charge of 0.25%.
See the "Calculation of Contingent Deferred Sales Charge and Waiver of Sales Charges" section of
this prospectus.
</TABLE>

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

The sales charge is paid to KDI 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 outstanding shares of Class A sold by your dealer.

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

Initial sales charges may be eliminated for persons purchasing Class A
shares to be included in a broker dealer managed fee based program (a "wrap
account") through broker/ dealers who have entered into special agreements with
KDI. 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 Keystone Distributors, Inc., 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, where
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 (i) paid a front end sales charge, or
(ii) was at some time subject to, but did not actually pay, a contingent
deferred sales charge with respect to the redemption proceeds.

With certain exceptions, purchases of Class A shares in the amount of
$1,000,000 or more on which no sales charge has been paid will be subject to a
contingent deferred sales charge of 0.25% upon redemption during the one year
period commencing on the date the shares were originally purchased. The
contingent deferred sales charge is retained by KDI. See "Calculation of
Contingent Deferred Sales Charge and Waiver of Sales Charges" below.

CLASS A DISTRIBUTION PLAN

The Fund has adopted a Distribution Plan with respect to its Class A shares
("Class A Distribution Plan"), which provides for payments which are currently
limited to 0.25% annually of the average daily net asset value of Class A
shares, to pay expenses associated with the distribution of Class A shares.
Payments under the Class A Distribution Plan are currently made to KDI (which
may reallow all or part to others, such as 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 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 certain exceptions, the Fund may impose 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. If imposed, the deferred sales
charge is deducted from the redemption proceeds otherwise payable to you. The
deferred sales charge is retained by KDI. Amounts received by KDI under the
Class B Distribution Plan are reduced by deferred sales charges retained by KDI.
See "Calculation of Contingent Deferred Sales Charge and Waiver of Sales
Charges" below.

Class B shares which have been outstanding during seven calendar years 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. (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
less 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 PLAN

The Fund has adopted a Distribution Plan with respect to its Class B shares
(the "Class B Distribution Plan") that provides for expenditures 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 Plan are currently made to KDI (which may reallow all or part to
others, such as dealers) (1) as commissions for Fund shares sold and (2) as
shareholder service fees. Amounts paid or accrued to KDI under (1) and (2) in
the aggregate may not exceed the annual limitation referred to above. KDI
generally reallows to brokers or others a commission equal to 3% of the price
paid for each Fund share sold as well as a shareholder service fee at the rate
of 0.25% per annum of the net asset value of shares maintained by such
recipients outstanding on the books of the Fund for specified periods. See
"Distribution Plans" below.

CLASS C SHARES

Class C shares are offered only through dealers who have special
distribution agreements with KDI. 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 KDI. See
"Calculation of Contingent Deferred Sales Charge 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 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 KDI (which may reallow all or part to
others, such as dealers) (1) as commissions for Fund shares sold and (2) as
shareholder service fees. Amounts paid or accrued to KDI under (1) and (2) in
the aggregate may not exceed the annual limitation referred to above. KDI
generally reallows to brokers or others a commission in the amount of 0.75% 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 Fund share sold, and,
beginning approximately fifteen months after purchase, a commission at an annual
rate of 0.75% (subject to the NASD rule -- see "Distribution Plans") plus
service fees at an annual rate of 0.25%, respectively, of the average daily net
asset value of each share maintained by such recipients outstanding on the books
of the Fund for specified periods. See "Distribution Plans" below.

CALCULATION OF 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 cost 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 the Fund; (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) Class C shares and certain Class A shares held for more than
one year from the date of purchase; or (4) Class B shares held during more than
four consecutive calendar years. 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.

The Fund also may 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 KDI and to a bank or trust company acting as a trustee for a
single account.

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 or (5) automatic withdrawals under
an automatic withdrawal plan of up to 1 1/2% per month of the shareholder's
initial account balance.

ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS

KDI may, from time to time, 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 the
Fund. In addition, dealers may from time to time receive additional cash
payments. KDI may provide written information to dealers with whom it has dealer
agreements that relates to sales incentive campaigns conducted by such 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. 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.

KDI also may pay banks and other financial services firms that facilitate
transactions in shares of the Fund for their clients a transaction fee up to the
level of the payments made allowable to dealers for the sale of such shares as
described above. 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 actions, 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 dealers pursuant to state law.

DISTRIBUTION PLANS

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. Payments under the Class A Distribution Plan
are currently limited to up to 0.25% annually of the average daily net asset
value of Class A shares. The Class B Distribution Plan and the Class C
Distribution Plan provide for the payment at an annual rate of up to 1.00% of
the average daily net asset value of Class B shares and Class C shares,
respectively.

The NASD rule limits the amount that a Fund may pay annually in distribution
costs for the sale of its shares and shareholder service fees. The rule limits
annual expenditures to 1% of the aggregate average daily net asset value of its
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 rule also limits the aggregate
amount which 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 contingent deferred sales
charges paid by shareholders to KDI).

KDI intends, but is not obligated, to continue to pay or accrue distribution
charges incurred in connection with the Class B Distribution Plan which exceed
current annual payments permitted to be received by KDI from the Fund. KDI
intends to seek full payment of such charges from the Fund (together with annual
interest thereon at the prime rate plus one percent) at such time in the future
as, and to the extent that, payment thereof by the Fund would be within the
permitted limits.

Each of the Distribution Plans may be terminated at any time by vote of the
Independent Trustees or by vote of a majority of the outstanding voting shares
of the respective class. However, after the termination of the Class B
Distribution Plan, KDI would be entitled to receive payment, at the annual rate
of 1.00% of the average daily net asset value of Class B shares, as compensation
for its services which had been earned at any time during which the Class B
Distribution Plan was in effect. Unreimbursed distribution expenses at July 31,
1994 for Class B shares were $1,086,574 (6.10% of net class assets).
Unreimbursed distribution expenses at July 31, 1994 for Class C shares were
$995,039 (7.60% of net class assets).

For the year ended July 31, 1994, the Fund paid KDI $43,683, $152,644 and
$123,555 pursuant to the Class A, Class B and Class C Distribution Plans,
respectively. The Fund makes no payments in connection with the sale of its
shares other than the fee paid to its Principal Underwriter.

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 asset value upon written
order to the Fund, c/o KIRC, and presentation to the Fund of a properly endorsed
share certificate if certificates have been issued. Your signature(s) on the
written order and certificates must be guaranteed as described below. In order
to redeem by telephone you must have completed 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.

The redemption value equals the net asset value per share 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.

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 may delay the
mailing of a redemption check or the wiring or EFT of redemption proceeds until
good payment has been collected for the purchase of such shares. This may take
up to 15 days. Any delay may be avoided by purchasing shares either with a
certified check or by Federal Reserve or bank wire of funds or EFT. Although the
mailing of a redemption check, 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 deferred sales charge, will
be made within seven days thereafter except as discussed herein.

You may also redeem your shares through broker-dealers. KDI, acting as agent
for the Fund, stands ready to repurchase Fund shares upon orders from 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 KDI 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. KDI charges no fees for this
service. However, your broker-dealer may charge a service fee.

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 PERSONS ELIGIBLE TO GUARANTEE SIGNATURES UNDER THE
SECURITIES EXCHANGE ACT OF 1934 AND KIRC'S POLICIES. The Fund or KIRC may waive
this requirement but may also 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 the
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. You must complete the
Telephone Redemptions section of the application to enjoy telephone redemption
privileges.

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 the redemption proceeds are less than $2,500, they will be mailed by
check. If they are $2,500 or more, they will be mailed, wired or sent by EFT to
your previously designated bank account as you direct. If you do not specify how
you wish your redemption proceeds to be sent, they will be mailed by check.

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.

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 KDI 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 KDI will be liable when following instructions received over KARL or by
telephone that KIRC reasonably believes to be genuine. If, for any reason,
reasonable procedures are not followed, the Fund, KIRC or KDI may be liable for
any losses due to unauthorized or fraudulent instructions.

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.

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
contingent deferred sales charges are applied to such redemptions.

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. However, the Fund has obligated itself 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.
Shareholders receiving such securities would incur brokerage costs when these
securities are sold.

REDEMPTION OF CERTAIN CLASS A SHARES

Class A shares purchased prior to January 1, 1991 and redeemed within four
calendar years of purchase may be subject to a 2.0% contingent deferred sales
charge. In instances where an existing Class A shareholder has purchased
additional Class A shares of the Fund after January 1, 1991 and subsequently
requests a redemption of a portion of his Class A shares, the shares first
redeemed will be those purchased after January 1, 1991 which were not purchased
subject to a contingent deferred sales charge. In addition, certain purchases of
Class A shares in the amount of $1,000,000 or more, on which no initial sales
charge has been paid, are subject to a contingent deferred sales charge of
0.25%. See the section entitled "Class A Shares".

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

The Keystone Automated Response Line 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

If you have obtained the appropriate prospectus, you 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 may be exchanged for Class B shares of other Keystone America
Funds and 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.

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

(i) Class A shares where the original purchase was for $1,000,000 or more
and no sales charge was paid,

(ii) Class B shares which have been held for less than four years, or

(iii) Class C shares which 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 calling
or writing to Keystone. The exchange fee is waived for individual investors who
make an exchange using KARL. Shares purchased by check are eligible for exchange
after 15 days. The Fund reserves the right, to terminate this exchange offer or
to change its terms, including the right to change the service charge for any
exchange.

Orders to exchange shares of the Fund for shares of KLT will be executed by
redeeming the shares of the Fund and purchasing 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. on any
day the Fund is 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. 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. Exchanges are subject to the minimum initial purchase requirements of
the fund being acquired. An exchange constitutes a sale for federal income tax
purposes.

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

KEYSTONE AMERICA MONEY LINE

Keystone America Money Line eliminates the delay of mailing a check or the
expense of wiring funds. You must request the service on your application.
Keystone America Money Line allows you to authorize electronic transfers of
money to purchase shares in any amount or to redeem up to $50,000 worth of
shares. You can use Keystone America Money Line like an "electronic check" to
move money between your bank account and your account in the Fund with one
telephone call. You must allow two business days after the call for the transfer
to take place. For money recently invested, you must allow normal check clearing
time before redemption proceeds are sent to your bank.

You may also arrange for systematic, monthly or quarterly investments in
your Keystone America account. Once proper authorization is given, your bank
account will be debited to purchase shares in the Fund. You will receive
confirmation from KDI for every transaction.

To change the amount of a Keystone America Money Line service or to
terminate such service (which could take up to 30 days), you must write to KIRC,
P.O. Box 2121, Boston, Massachusetts 02106-2121 and include your account number.

RETIREMENT PLANS

The Fund has various pension and profit sharing plans available to you,
including Individual Retirement Accounts ("IRAs"); Rollover IRAs; Simplified
Employee Pension Plans ("SEPs"); Tax Sheltered Annuity Plans ("TSAs"); 401(k)
Plans; Keogh Plans; Corporate Profit-Sharing Plans; Pension and Target Benefit
Plans; Money Purchase Pension Plans and Salary-Reduction Plans. For details,
including fees and application forms, call toll free 1-800-247-4075 or write to
KIRC.

AUTOMATIC WITHDRAWAL PLAN

Under an Automatic Withdrawal 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 Automatic Withdrawal 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. Moreover, 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 an Automatic Withdrawal
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 net asset value of the selected class is relatively low
and fewer shares being purchased when the fund's net asset value is relatively
high, which may cause 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 the dollar amount of each
monthly or quarterly investment (minimum $100) you wish to make and 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 of
your Keystone America Funds automatically invested to purchase Class A 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 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 EARNINGS AND IS NOT INTENDED TO INDICATE FUTURE
PERFORMANCE. Total return and 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 in advertising or marketing the Fund's shares, such as data from Lipper
Analytical Services, Inc., Morningstar, Inc., CDA Weisenberger, and Value Line
or other industry publications.

FUND SHARES

The Fund currently issues three classes of shares which participate
proportionately based on their relative net asset values 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 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 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. There are no
sinking fund provisions. The Fund is authorized to issue additional 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 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 10% of the outstanding shares
request a meeting for the purpose of removing a Trustee. As prescribed by
Section 16(c) of the 1940 Act, 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. However, the Fund's Declaration of
Trust provides 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

KIRC, located at 101 Main Street, Cambridge Massachusetts 02142-1519, is a
wholly-owned subsidiary of Keystone and serves as the Fund's transfer agent and
dividend disbursing agent.

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 discussed in
the Statement of Additional Information which limit such investments to
commercial paper rated A-1 by S&P, Prime-1 by Moodys and F-1 by Fitch Investors
Service, Inc.

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 creditworthy. 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. Borrowing and reverse repurchase agreements magnify the potential for
gain or loss on the portfolio securities of the Fund and, therefore, increase
the possibility of fluctuation in the Fund's net asset value. Such practices may
constitute leveraging. In the event the buyer of securities under a reverse
repurchase agreement files for bankruptcy or becomes insolvent, such buyer or
its trustee or receiver may receive an extension of time to determine whether to
enforce the Fund's obligation to repurchase the securities, and the Fund's use
of the proceeds of the reverse repurchase agreement may effectively be
restricted pending such determination. The staff of the Securities and Exchange
Commission has taken the position that the 1940 Act treats reverse repurchase
agreements as being included in the percentage limit on borrowings imposed on a
Fund.

FOREIGN SECURITIES

The Fund may invest up to 25% of its assets in securities principally traded
in securities markets outside the U.S. While investment in foreign securities is
intended to reduce risk by providing further diversification, such investments
involve sovereign risk in addition to the credit and market risks normally
associated with domestic securities. Foreign investments may be affected
favorably or unfavorably by changes in currency rates and exchange control
regulations. There may be less publicly available information about a foreign
company than about a U.S. ompany, and foreign companies may not be subject to
accounting, auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies. Securities of some foreign
companies are less liquid or more volatile than securities of U.S. companies,
and foreign brokerage commissions and custodian fees are generally higher than
in the United States. Investments in foreign securities may also be subject to
other risks different from those affecting U.S. investments, including local
political or economic developments, expropriation or nationalization of assets,
imposition of withholding taxes on dividend or interest payments and currency
blockage (which would prevent cash from being brought back to the U.S.). These
risks are carefully considered by Keystone prior to the purchase of these
securities.

"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. The Fund will maintain a separate account of liquid assets equal to
the value of such purchase commitments 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 for the
purpose of acquiring portfolio securities or currencies 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 while seeking to achieve 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, although the Fund generally uses derivatives
primarily as direct investments in order to enhance yields and broaden portfolio
diversification. 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 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 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.

INDEXED COMMERCIAL PAPER.

Indexed commercial paper may have its principal linked to changes in foreign
currency exchange rates whereby its principal amount is adjusted upwards or
downwards (but not below zero) at maturity to reflect changes in the referenced
exchange rate. A Fund will purchase such commercial paper with the currency in
which it is denominated and, at maturity, will receive interest and principal
payments thereon in that currency, but the amount of principal payable by the
issuer at maturity will change in proportion to the change (if any) in the
exchange rate between the two specified currencies between the date the
instrument is issued and the date the instrument matures. While such commercial
paper entails the risk of loss of principal, the potential for realizing gains
as a result of changes in foreign currency exchange rates enables the Fund to
hedge (or cross-hedge) against a decline in the U.S. dollar value of investments
denominated in foreign currencies while providing an attractive money market
rate of return.

MORTGAGE-RELATED SECURITIES.

The mortgage-related securities in which the Fund may typically invest are
securities representing interests in pools of mortgage loans made to home
owners. Mortgage-related securities bear interest at either a fixed rate or an
adjustable rate determined by reference to an index rate. The mortgage loan
pools may be assembled for sale to investors (such as the Fund) by governmental
or private organizations. Mortgage-related securities issued by the Government
National Mortgage Association ("GNMA") are backed by the full faith and credit
of the U.S. government; those issued by Federal National Mortgage Associated
("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC") are not so backed.

Securities representing interests in pools created by private issuers
generally offer a higher rate of interest than securities representing interests
in pools created by governmental issuers because there are no direct or indirect
governmental guarantees of the underlying mortgage payments. However, private
issuers sometimes obtain committed loan facilities, lines of credit, letters of
credit, surety bonds or other forms of liquidity and credit enhancement to
support the timely payment of interest and principal with respect to their
securities if the borrowers on the underlying mortgages fail to make their
mortgage payments. The ratings of such non-governmental securities are generally
dependent upon the ratings of the providers of such liquidity and credit support
and would be adversely affected if the rating of such an enhancer were
downgraded. The Fund may buy mortgage-related securities without credit
enhancement if the securities meet the Fund's investment standards. Although the
market for mortgage-related securities is becoming increasingly liquid, those of
certain private organizations may not be readily marketable.

One type of mortgage-related security is of the "pass-through" variety. The
holder of a pass-through security is considered to own an undivided beneficial
interest in the underlying pool of mortgage loans and receives a pro rata share
of the monthly payments made by the borrowers on their mortgage loans, net of
any fees paid to the issuer or guarantor of the securities. Prepayments of
mortgages resulting from the sale, refinancing or foreclosure of the underlying
properties are also paid to the holders of these securities. Some
mortgage-related securities, such as securities issued by GNMA, are referred to
as "modified pass-through" securities. The holders of these securities are
entitled to the full and timely payment of principal and interest, net of
certain fees, regardless of whether payments are actually made on the underlying
mortgages. Another form of mortgage-related security is a "pay-through"
security, which is a debt obligation of the issuer secured by a pool of mortgage
loans pledged as collateral that is legally required to be paid by the issuer
regardless of whether payments are actually made on the underlying mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS. ("CMOs") are the predominant type of "pay-
through" mortgage-related security. CMOs are designed to reduce the risk of
prepayment for investors by issuing multiple classes of securities, each having
different maturities, interest rates and payment schedules, and with the
principal and interest on the underlying mortgages allocated among the several
classes in various ways. The interest rate may be fixed or adjustable. The
collateral securing the CMOs may consist of a pool of mortgages, but may also
consist of mortgage-backed bonds or pass-through securities. The secondary
market for CMOs is actively traded. CMOs may be issued by a U.S. government
instrumentality or agency or by a private issuer. Although payment of the
principal of, and interest on, the underlying collateral securing privately
issued CMOs may be guaranteed by GNMA, FNMA or FHLMC, these CMOs represent
obligations solely of the private issuer and are not insured or guaranteed by
GNMA, FNMA, FHLMC, any other governmental agency or any other person or entity.

INVERSE FLOATING RATE COLLATERALIZED MORTGAGE OBLIGATIONS. In addition to
investing in fixed rate and adjustable rate CMOs, the Fund may also invest in
CMOs with rates that move inversely to market rates ("inverse floaters").

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 on the inverse floater goes down, and vice versa.
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 pursuant to the guidelines established by the Board, 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.

VARIABLE, FLOATING AND INVERSE FLOATING RATE INSTRUMENTS. Fixed-income
securities may have fixed, variable or floating rates of interest.Variable and
floating rate securities pay interest at rates that are adjusted periodically,
according to a specified formula. A "variable" interest rate adjusts at
predetermined intervals (e.g., daily, weekly or monthly), while a "floating"
interest rate adjusts whenever a specified benchmark rate (such as the bank
prime lending rate) changes.

The Fund may invest in fixed-income securities that pay interest at a coupon
rate equal to a base rate, plus additional interest for a certain period of time
if short-term interest rates rise above a predetermined level or "cap." The
amount of such an additional interest payment typically is calculated under a
formula based on a short-term interest rate index multiplied by a designated
factor.

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. The higher degree of leverage inherent in inverse
floaters is associated with greater volatility in market value.

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.

EQUIPMENT TRUST CERTIFICATES. Equipment Trust Certificates are a mechanism for
financing the purchase of transportation equipment, such as railroad cars and
locomotives, trucks, airplanes and oil tankers.

Under an equipment trust certificate, the equipment is used as the security
for the debt and title to the equipment is vested in a trustee. The trustee
leases the equipment to the user, i.e. the railroad, airline, trucking or oil
company. At the same time equipment trust certificates in an aggregate amount
equal to a certain percentage of the equipment's purchase price are sold to
lenders. The trustee pays the proceeds from the sale of certificates to the
manufacturer. In addition, the company using the equipment makes an initial
payment of rent equal to the balance of the purchase price to the trustee, which
the trustee also pays to the manufacturer. The trustee collects lease payments
from the company and uses the payments to pay interest and principal on the
certificates. At maturity, the certificates are redeemed and paid, the equipment
is sold to the company and the lease is terminated. These certificates are
typically traded in the over-the-counter market.

Generally, these certificates are regarded as obligations of the company
that is leasing the equipment and are shown as liabilities in its balance sheet.
However, the company does not own the equipment until all the certificates are
redeemed and paid. In the event the company defaults under its lease, the
trustee terminates the lease. If another lessee is available, the trustee leases
the equipment to another user and makes payments on the certificates from new
lease rentals.

The principal risk of these certificates is the decline in value of the
equipment. However, the equipment which is typically involved is not subject to
rapid decline in value.

ZERO COUPON "STRIPPED" BONDS. A zero coupon "stripped" bond represents ownership
in serially maturing interest payments or principal payments on specific
underlying notes and bonds, including coupons relating to such notes and bonds.
The interest and principal payments are direct obligations of the issuer. Coupon
zero coupon bonds of any series mature periodically from the date of issue of
such series through the maturity date of the securities related to such series.
Principal zero coupon bonds mature on the date specified therein, which is the
final maturity date of the related Treasury securities. Each zero coupon bond
entitles the holder to receive a single payment at maturity. There are no
periodic interest payments on a zero coupon bond. Zero coupon bonds are offered
at discounts from their face amounts.

In general, owners of zero coupon bonds have substantially all the rights
and privileges of owners of the underlying coupon obligations or principal
obligations. Owners of zero coupon bonds have the right upon default on the
underlying coupon obligations or principal obligations to proceed directly and
individually against the issuers and are not required to act in concert with
other holders of zero coupon bonds.

For federal income tax purposes, a purchaser of principal zero coupon bonds
or coupon zero coupon bonds (either initially or in the secondary market) is
treated as if the buyer had purchased a corporate obligation issued on the
purchase date with an original issue discount equal to the excess of the amount
payable at maturity over the purchase price. The purchaser is required to take
into account each year as ordinary income an allocable portion of such discounts
determined on a "constant yield" method. Any such income increases the holder's
tax basis for the zero coupon bond, and any gain or loss on a sale of the zero
coupon bonds relative to the holder's basis, as so adjusted, is a capital gain
or loss. If the holder owns both principal zero coupon bonds and coupon zero
coupon bonds representing interest in the same underlying issue of securities, a
special basis allocation rule (requiring the aggregate basis to be allocated
among the items sold and retained based on their relative fair market value at
the time of sale) may apply to determine the gain or loss on a sale of any such
zero coupon bonds and the subsequent accrual of discount on the retained items.
<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.

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 KDI 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 KDI
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 KDI or KIRC that a Letter of Intent
is in effect each time a purchase is made.

<PAGE>

KEYSTONE AMERICA
FAMILY OF FUNDS

Capital Preservation and Income Fund
Government Securities Fund
Intermediate Term Bond Fund
Strategic Income Fund
World Bond Fund
Australia Income 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
Texas Tax Free Fund
Fund for Total Return
Global Opportunities Fund
Hartwell Emerging Growth Fund, Inc.
Hartwell Growth Fund, Inc.
Omega Fund, Inc.
Fund of the Americas
Strategic Development Fund

KEYSTONE
Distributors, Inc.

200 Berkeley Street
Boston, Massachusetts 02116-5034

KEYSTONE
AMERICA

INTERMEDIATE TERM
BOND FUND

PROSPECTUS AND
APPLICATION

<PAGE>
KEYSTONE AMERICA INTERMEDIATE TERM BOND FUND

STATEMENT OF ADDITIONAL INFORMATION

NOVEMBER 28, 1994

This statement of additional information is not a prospectus but relates to,
and should be read in conjunction with the prospectus of Keystone America
Intermediate Term Bond Fund (the "Fund") dated November 28, 1994. A copy of the
prospectus may be obtained from Keystone Distributors, Inc. ("KDI"), the Fund's
principal underwriter ("Principal Underwriter"), 200 Berkeley Street, Boston,
Massachusetts 02116-5034.

--------------------------------------------------------------------------------
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Page

The Fund 2
Investment Policies 2
Investment Restrictions 2
Dividends and Taxes 6
Valuation of Securities 7
Brokerage 8
Sales Charges 10
Distribution Plans 13
Trustees and Officers 16
Investment Manager 21
Investment Adviser 24
Principal Underwriter 26
Declaration of Trust 27
Standardized Total Return and
Yield Quotations 29
Additional Information 30
Appendix A-1
Financial Statements F-1
Independent Auditors' Report F-13

--------------------------------------------------------------------------------
THE FUND
--------------------------------------------------------------------------------

The Fund is an open-end diversified, management investment company commonly
known as a mutual fund. The Fund seeks current income by investing primarily in
investment quality debt securities. As a secondary objective, the Fund seeks to
protect capital. The Fund was formed as a Massachusetts business trust on
October 24, 1986. The Fund is managed by Keystone Management, Inc. ("Keystone
Management") and advised by Keystone Custodian Funds, Inc. ("Keystone").

The essential 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
--------------------------------------------------------------------------------

The Fund invests primarily in investment quality debt securities. Certain
investments and investment techniques, including the risks associated with such
investments and investment techniques, and ratings criteria applicable to the
Fund are more fully explained in the Appendix to this statement of additional
information.

FUNDAMENTAL NATURE OF INVESTMENT OBJECTIVE

The investment objective of the Fund is fundamental and may not be changed
without approval of the holders of a majority of the Fund's outstanding voting
shares (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).

<PAGE>

--------------------------------------------------------------------------------
INVESTMENT RESTRICTIONS
--------------------------------------------------------------------------------

The investment restrictions set forth below, are fundamental and may not be
changed without the vote of a majority of the Fund's outstanding voting 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 United States ("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 from banks 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 purchase or hold debt securities
consistent with its investment objective, lend portfolio securities valued at
not more than 15% of its total assets to broker-dealers and enter into
repurchase agreements;

(8) purchase any security (other than U.S. government securities) of any
issuer if as a result more than 25% of its total assets would be invested 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 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;

(10) purchase securities of other investment companies, except as part of a
merger, consolidation, purchase of assets or similar transaction;

(11) purchase or sell commodities or commodity contracts or real estate,
except that it may purchase 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

(12) 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.

As a matter of practice the Fund treats reverse repurchase agreements as
borrowings for purposes of compliance with the limitations of the Investment
Company Act of 1940 ("1940 Act.") Reverse repurchase agreements will be taken
into account along with borrowings from banks for purposes of the 5% limit set
forth in Investment Restriction (4).

Additional restrictions adopted by the Fund, which may be changed by the
Board of Trustees, provide that the Fund may not purchase or retain securities
of an issuer if, to the knowledge of the Fund, any officer, Trustee or Director
of the Fund or Keystone each owning beneficially more than 1/2 of 1% of the
securities of such issuer own in the aggregate more than 5% of the securities of
such issuer, or such persons or management personnel of the Fund or Keystone
have a substantial beneficial interest in the securities of such issuer.
Portfolio securities of the Fund may not be purchased from or sold or loaned to
Keystone or any affiliate thereof or any of their Directors, officers or
employees.

Although not fundamental restrictions or policies requiring a shareholders'
vote to change, the Fund has undertaken to a state securities authority that, so
long as the state authority requires and shares of the Fund are registered for
sale in that state, the Fund (1) will not invest in interests in oil, gas or
other mineral exploration or development programs, except publicly traded
securities of companies engaging in such activities, (2) will not write or sell
puts, calls or combinations thereof, except that it may write covered put and
call options, (3) in connection with the purchase of debt securities, may
acquire warrants or other rights to subscribe for securities of issuers or
securities of parents or subsidiaries of such issuers (warrants), provided that
no more than 5% of its total assets may be invested in warrants (for the purpose
of this restriction, warrants attached to securities acquired by the Fund may be
deemed to be without value); in any case, unless authorized by the vote of a
majority of the Fund's outstanding voting shares.

As a continuing condition of registration of the Fund in a state, the Fund
has undertaken not to purchase any securities (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.

Although not fundamental restrictions or policies requiring a shareholders'
vote to change, the Fund has undertaken to a state securities authority that so
long as the state authority requires and shares of the Fund are registered for
sale in that state, the Fund will not (1) write puts and calls on securities
unless (a) the option is issued by the Options Clearing Corporation, (b) the
security underlying the put or call is within the investment policies of the
Fund, and (c) the aggregate value of the securities underlying the calls or
obligations underlying the puts determined, as of the date of sale, does not
exceed 25% of its net assets, and (2) buy and sell puts and calls written by
others unless (a) the options are listed on a national securities or commodities
exchange or offered through certain approved national securities associations,
and (b) the aggregate premiums paid on such options held at any time do not
exceed 20% of the Fund's net assets.

In order to permit the sale of Fund shares in certain states, the Fund may
make commitments more restrictive than the investment restrictions described
above. Should the Fund determine that any such commitment is no longer in the
best interests of the Fund, it will revoke the commitment by terminating sales
of its shares in the state involved.

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.

--------------------------------------------------------------------------------
DIVIDENDS AND TAXES
--------------------------------------------------------------------------------

The Fund intends to distribute to its shareholders dividends from net
investment income monthly and all net realized long-term capital gains 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 such shares determined on the basis of the Fund's net asset
value per share computed at the end of the day on the record 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 from a shareholder 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.

Distributed long-term capital gains are taxable as such to the shareholder
whether received in cash or in additional Fund shares and regardless of the
period of time Fund shares have been held by the shareholder. However, if such
shares are held 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
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 and 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. Therefore, net investment
income distributions will not be made on the basis of distributable income as
computed on the books of the Fund, but will be made on a federal income tax
basis. 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 for which market quotations are readily available, are valued
at the mean of the bid and asked prices at the time of valuation;

(2) short-term investments which 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 and which reflects fair value as
determined by the Fund's Board of Trustees;

(3) short-term investments maturing in more than sixty days when purchased
which 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) short-term investments having maturities of more than sixty days, for
which market quotations are readily available, are valued at current market
value; and

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

The Fund believes that reliable market quotations are generally not readily
available for purposes of valuing fixed income securities. As a result,
depending on the particular securities owned by the Fund, it is likely that most
of the valuations for such securities will be based upon their fair value
determined under procedures which 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 its fixed income securities and certain
other securities. Securities for which market quotations are readily available
are valued on a consistent basis at that price quoted which, in the opinion of
the Board of Trustees or the person designated by the Board of Trustees to make
the determination, most nearly represents the market value of the particular
security. Any securities for which market quotations are not readily available
or other assets are valued on a consistent basis at fair value as determined in
good faith using methods prescribed by the Fund's Board of Trustees.

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

It is the policy of the Fund, in effecting transactions in 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 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. Management
weighs such considerations 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
("Management Agreement") with the Fund or Keystone under its Investment Advisory
Agreement ("Advisory Agreement") with Keystone Management. 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 which is fair and equitable to the Fund.

The Fund expects that purchases and sales of income securities usually will
be principal transactions. Such securities are normally purchased directly from
the issuer or from an underwriter or market maker for the securities. There
usually will be no brokerage commissions paid by the Fund for such purchases.
Purchases from underwriters will include the underwriting commission or
concession, and purchases from dealers serving as market makers will include a
dealer's mark up or reflect a dealer's mark down. Where transactions are made in
the over-the-counter market, the Fund will deal with primary market makers
unless more favorable prices are otherwise obtainable.

The Fund may participate, if and when practicable, in group bidding for the
purchase directly from an issuer of certain securities for the Fund's portfolio
in order to take advantage of the lower purchase price available to members of
such a group.

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 has determined, however, that the Fund may follow a
policy of considering 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 policy of the Fund with respect to brokerage is and will be reviewed by
the Fund's Board of Trustees from time to time. Because of the possibility of
further regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.

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 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. It is recognized that in some cases this
system could have a detrimental effect on the price or volume of the security as
far as the Fund is concerned. In other cases, however, it is believed that the
ability of the Fund to participate in volume transactions will produce better
executions for the Fund.

In no instance are portfolio securities purchased from or sold to Keystone
Management, Keystone, KDI or any of their affiliated persons, as defined in the
1940 Act and rules and regulations issued thereunder.

For the fiscal years ended July 31, 1992, 1993 and 1994, the Fund paid no
brokerage commissions.

--------------------------------------------------------------------------------
SALES CHARGES
--------------------------------------------------------------------------------
GENERAL

The Fund offers three classes of shares. Class A shares are offered with a
sales charge of 4.75% payable at the time of purchase of Fund shares ("Front End
Load Option"). Class B shares are sold subject to a contingent deferred sales
charge payable upon redemption within three calendar years after purchase.
("Back End Load Option"). Class B shares which have been outstanding during
seven calendar years will automatically convert to Class A shares, without
imposition of a front end sales charge. (Conversion of Class B shares
represented by stock certificates will require the return of the stock
certificates to KIRC.) Class C shares are sold subject to a contingent deferred
sales charge payable upon redemption within one year after purchase ("Level Load
Option"). Class C shares are available only through dealers who have entered
into special distribution agreements with KDI, the Fund's Principal Underwriter.
The Prospectus contains a general description of how investors may buy shares of
the Fund, as well as a table of applicable sales charges for Class A shares, a
discussion of reduced sales charges which may apply to subsequent purchases and
a description of applicable contingent deferred sales charges.

CONTINGENT DEFERRED SALES CHARGES

In order to reimburse the Fund for certain expenses relating to the sale of
its shares (See "Distribution Plan"), a contingent deferred sales charge may be
imposed at the time of redemption of certain Fund shares, as follows:

CLASS A SHARES

With certain exceptions, purchases of Class A shares in the amount of
$1,000,000 on which no sales charge has been paid will be subject to a
contingent deferred sales charge of 0.25% upon redemption during the one year
period commencing on the date the shares were originally purchased. The
contingent deferred sales charge will be retained by KDI. See "Calculation of
Contingent Deferred Sales Charge" below.

CLASS B SHARES

With certain exceptions, the Fund may impose a deferred sales charge of
3.00% on shares redeemed during the calendar year of purchase and during the
first calendar year after 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 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 KDI. See "Calculation of Contingent Deferred Sales Charge" below.

CLASS C SHARES

With certain exceptions, the Fund may impose a deferred sales charge of 1%
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 KDI. See "Calculation of Contingent
Deferred Sales Charge" below.

REDEMPTION OF CERTAIN CLASS A SHARES

CALCULATION OF CONTINGENT DEFERRED SALES CHARGE

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 cost 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 the Fund; (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) Class C shares and certain Class A shares held during more
than one year; or (4) Class B shares held during more than four consecutive
calendar years. 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. There is no contingent deferred
sales charge when the shares of a class are exchanged for the shares of the same
class of another Keystone America Fund. Moreover, when shares of one such class
of a fund have been exchanged for shares of another such class of a fund, the
calendar year of the purchase of the shares of the fund exchanged into is
assumed to be the year shares tendered for exchange were originally purchased.

WAIVER OF SALES CHARGES

Shares of the Fund also 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 certain officers, Trustees, Directors,
full-time employees and sales representatives of the Fund, Keystone Management,
Keystone, Keystone Group, Inc. ("Keystone Group"), their subsidiaries and the
Principal Underwriter, who have been such for not less than ninety days, and to
the pension and profit-sharing plans established by such companies, their
subsidiaries and affiliates, for the benefit of their officers, Trustees,
Directors, full-time employees and sales representatives, and to registered
representatives of firms which have dealer agreements with KDI, provided all
such sales are made upon the written assurance of the purchaser 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
Keystone Group Fund 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. In addition, no contingent deferred sales charge is imposed on
redemptions of such shares.

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 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 or (5) automatic withdrawals under an automatic withdrawal plan
of up to 1.5% per month of the shareholder's initial account balance.

REDEMPTION OF SHARES

The Fund has obligated itself 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 assets in any 90 day period.

--------------------------------------------------------------------------------
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 adoption of a distribution plan containing
certain provisions set forth in Rule 12b-1.

DISTRIBUTION PLANS IN GENERAL

A rule adopted by the National Association of Securities Dealers, Inc.
("NASD") limits the amount that a Fund may pay annually in distribution costs
for sale of its shares and shareholder service fees. The rule limits annual
expenditures to 1% of the aggregate average daily net asset value of its 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 rule also limits the aggregate amount which
the Fund may pay for such distribution costs to 6.25% of gross share sales since
the inception of the 12b-1 Plan, plus interest at the prime rate plus 1% on such
amounts (less any contingent deferred sales charges paid by shareholders to
KDI).

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 which is primarily intended to result in the sale of its
shares, including without limitation, expenditures consisting of payments to a
principal underwriter of the Fund ("Principal Underwriter") (currently KDI) 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 previously sold by any such others
and remaining outstanding during the period in respect of which such fee is or
has been paid.

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

CLASS B DISTRIBUTION PLAN. The 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
which is primarily intended to result in the sale of Class B shares, including,
without limitation, expenditures consisting of payments to KDI, the principal
underwriter of the Fund, to enable the Principal Underwriter to pay to others
(dealers) commissions in respect of Class B shares 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 previously sold by any such others and
remaining outstanding during the period in respect of which such fee is or has
been paid.

Amounts paid by the Fund under the Class B Distribution Plan are currently
used to pay others (dealers) (1) a commission normally equal to 3.00% for each
share sold; and/or (2) service fees at an annual rate of 0.25% of the average
net asset value of shares sold by such others and remaining outstanding on the
books of the Fund for specified periods.

KDI intends, but is not obligated, to continue to pay or accrue distribution
charges incurred in connection with the Class B Distribution Plan that exceed
current annual payments permitted to be received by KDI from the Fund. KDI
intends to seek full payment of such charges from the Fund (together with annual
interest thereon at the prime rate plus one percent) at such time in the future
as, and to the extent that, payment thereof by the Fund would be within the
permitted limits.

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
which is primarily intended to result in the sale of its shares, including,
without limitation, expenditures consisting of payments to enable the Principal
Underwriter to pay to others (dealers) commissions in respect of Class C shares
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 previously
sold by any such others and remaining outstanding during the period in respect
of which such fee is or has been paid.

Amounts paid by the Fund under the Class C Distribution Plan are currently
used to pay others (dealers) (1) a payment at the time of purchase of 1.00% of
the value of each share sold, such payment to consist of a commission in the
amount of 0.75% plus the first year's service fee in advance in the amount of
0.25%, and (2) beginning approximately fifteen months after purchase, a
commission at an annual rate of 0.75% (subject to the NASD rule - see
"Distribution Plans") plus service fees at an annual rate of 0.25%,
respectively, of the average daily net asset value of each share sold by such
others and remaining outstanding on the books of the Fund for specified periods.

Whether any expenditure under a Distribution Plan is subject to a state
expense limit will depend upon the nature of the expenditure and the terms of
the state law, regulation or order imposing the limit. A portion of the Fund's
Distribution Plan expenses may be includable in the Fund's total operating
expenses for purposes of determining compliance with the expense limit.

Each of the Distribution Plans may be terminated at any time by a vote of
the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
shares of the respective class of the Fund. However, after the termination of
the Class B Distribution Plan, KDI would be entitled to receive payment, at the
annual rate of 1.00% of the average daily net asset value of Class B shares, as
compensation for its services which had been earned at any time during which the
Class B Distribution Plan was in effect. Unreimbursed distribution expenses at
July 31, 1994, for Class B and Class C shares were $1,086,574 (% of net class
assets) and $995,039 (% of net class assets), respectively.

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 Rule 12b-1 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 the Independent Trustees.

The total amounts paid by the Fund under the foregoing arrangements may not
exceed the maximum Plan limit specified above, and the amounts and purposes of
expenditures under a Distribution Plan must be reported to the Rule 12b-1
Trustees quarterly. The Rule 12b-1 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.

For the fiscal year ended July 31, 1994 the Fund paid KDI $43,683, $152,644
and $123,555 under the Class A, Class B and Class C Distribution Plans,
respectively. This amount was used to pay commissions and service fees.

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

--------------------------------------------------------------------------------
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------

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

*GEORGE S. BISSELL: Chairman of the Board, Trustee and Chief Executive Officer
of the Fund; Chairman of the Board, Director and Chief Executive Officer of
Keystone Group, Inc. ("Keystone Group"), Keystone Custodian Funds, Inc.
("Keystone"), Keystone Management, Inc. ("Keystone Management"), Keystone
Software Inc. ("Keystone Software"), Keystone Fixed Income Advisers, Inc.
("KFIA") and Keystone Investor Resource Center, Inc. ("KIRC"); Chairman of
the Board, Chief Executive Officer and Trustee or Director of Keystone
America Capital Preservation and Income Fund, Keystone America Capital
Preservation and Income Fund II, Keystone America Government Securities
Fund, Keystone America Strategic Income Fund, Keystone America World Bond
Fund, Keystone Tax Free Income Fund, Keystone America State Tax Free Fund,
Keystone America State Tax Free Fund - Series II, Keystone America Fund for
Total Return, Keystone America Global Opportunities Fund, Keystone America
Hartwell Emerging Growth Fund, Inc., Keystone America Hartwell Growth Fund,
Inc., Keystone America Omega Fund, Inc., Keystone Fund of the Americas
Luxembourg and Keystone Fund of the Americas - U.S., Keystone Strategic
Development Fund (collectively, "Keystone America Funds"); Keystone
Custodian Funds, Series B-1, B-2, B-4, K-1, K-2, S-1, S-3, and S-4; Keystone
International Fund, Keystone Precious Metals Holdings, Inc., Keystone Tax
Free Fund, Keystone Tax Exempt Trust, Keystone Liquid Trust (collectively,
"Keystone Custodian Funds"); Keystone Institutional Adjustable Rate Fund and
Master Reserves Trust (all such funds, collectively, "Keystone Group
Funds"); Chairman of the Board, Hartwell Keystone Advisers, Inc. ("Hartwell
Keystone"); Director of Keystone Investment Management Corporation
("KIMCO"); Chairman of the Board and Trustee of Anatolia College; and
Trustee of University Hospital (and Chairman of its Investment Committee).

FREDERICK AMLING: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Professor, Finance Department, George Washington University;
President, Amling & Company (investment advice); Member, Board of Advisers,
Credito Emilano (banking); and former Economics and Financial Consultant,
Riggs National Bank.

CHARLES A. AUSTIN III: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Managing Director, Seaward Management Corporation
(investment advice); and former Director, Executive Vice President and
Treasurer, State Street Research & Management Company (investment advice).

*ALBERT H. ELFNER, III: President and Trustee of the Fund; President and Trustee
or Director of all other Keystone Group Funds; Director and Vice Chairman of
Keystone; Chief Operating Officer, President and Director of Keystone Group;
Chairman of the Board and Director of KIMCO and KFIA; President and Director
of Keystone Management, Hartwell Keystone and Keystone Software; Director of
Keystone Distributors, Inc. ("KDI"), KIRC, Fiduciary Investment Company,
Inc. ("FICO") and Robert Van Partners, Inc.; Director of Boston Children's
Services Association and Trustee of Anatolia College, Middlesex School and
Middlebury College ; Member, Board of Governors, New England Medical Center;
former Trustee of Neworld Bank and former President of Keystone.

EDWIN D. CAMPBELL: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Executive Director, Coalition of Essential Schools,
Brown University; Director and former Executive Vice President, National
Alliance of Business; former Vice President, Educational Testing Services;
and former Dean, School of Business, Adelphi University.

CHARLES F. CHAPIN: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; former Group Vice President, Textron Corp.; and former
Director, Peoples Bank (Charlotte, N.C).

LEROY KEITH, JR.: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; 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.

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

F. RAY KEYSER, JR.: Trustee of the Fund; Trustee or Director of all other
Keystone Group Funds; Of Counsel, Keyser, Crowley & Meub, P.C.; Member,
Governor's (VT) Council of Economic Advisers; Chairman of the Board and
Director, Central Vermont Public Service Corporation and Hitchcock Clinic;
Director, Vermont Yankee Nuclear Power Corporation, Vermont Electric Power
Company, Inc., Grand Trunk Corporation, Central Vermont Railway, Inc.,
S.K.I. Ltd., Sherburne Corporation, Union Mutual Fire Insurance Company, New
England Guaranty Insurance Company, Inc. and the Investment Company
Institute; former Governor of Vermont; former Director and President,
Associated Industries of Vermont; former Chairman and President, Vermont
Marble Company; former Director of Keystone; and former Director and
Chairman of the Board, Green Mountain Bank.

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

RICHARD J. SHIMA: Trustee of the Fund; Trustee or Director of all other Keystone
Group Funds; Consultant, Russell Miller, Inc. (investment bankers) and
Consultant, Drake Beam Morin, Inc. (executive outplacement); Director of
Connecticut Natural Gas Corporation, Trust Company of Connecticut, Hartford
Hospital, Old State House Association and Enhanced Financial Services, Inc.;
Member, Georgetown College Board of Advisors; Chairman, Board of Trustees,
Hartford Graduate Center; Trustee, Kingswood-Oxford School and Greater
Hartford YMCA; former Director, Executive Vice President and Vice Chairman
of The Travelers Corporation; and former Managing Director of Russell
Miller, Inc.

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

EDWARD F. GODFREY: Senior Vice President of the Fund; Senior Vice President of
all other Keystone Group Funds; Senior Vice President, Chief Financial
Officer and Treasurer of Keystone Group and KDI; Director, Senior Vice
President, Chief Financial Officer and Treasurer of Keystone; Treasurer of
KIMCO, Keystone Management, Keystone Software, Inc. and FICO; and Treasurer
and Director of Hartwell Keystone.

JAMES R. McCALL: Senior Vice President of the Fund; Senior Vice President of all
other Keystone Group Funds; and President of Keystone.

ROGER T. WICKERS: Senior Vice President of the Fund; Senior Vice President of
all other Keystone Group Funds; Director, Senior Vice President, General
Counsel and Secretary, Keystone Group and KDI; Director and Secretary,
Keystone and Vice President, Assistant Secretary and Director, Keystone
Management.

KEVIN J. MORRISSEY: Treasurer of the Fund; Treasurer of all other Keystone Group
Funds; Vice President of Keystone Group; and former Vice President and
Treasurer of KIRC.

ROSEMARY D. VAN ANTWERP: Vice President and Secretary of the Fund; Vice
President and Secretary of all other Keystone Group Funds; Senior Vice
President and General Counsel of Keystone, Keystone Management, Hartwell
Keystone, KIRC, KFIA, Keystone Software and KIMCO; Vice President, Assistant
Secretary and Associate General Counsel of Keystone Group; Senior Vice
President, General Counsel, Director and Assistant Clerk, FICO; Assistant
Secretary of KDI.

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

Mr. Bissell and Mr. Elfner are "interested persons" by virtue of their
positions as officers and/or Directors of Keystone Group and several of its
affiliates including Hartwell Keystone, KDI and KIRC. Mr. Bissell and Mr. Elfner
own shares of Keystone Group. Mr. Bissell is Chairman of the Board, Chief
Executive Officer and Director of Keystone Group. Mr. Elfner is President,
Director and Chief Operating Officer of Keystone Group.

The Board of Trustees of the Fund has established an Advisory Board composed
principally of former Trustees. The members of the Advisory Board are James R.
Dempsey, Knight Edwards, Donald T. Ellis, John M. Haffenreffer, Philip B.
Harley, Everett P. Pope, John W. Sharp, Spencer R. Stuart, Russel R. Taylor, and
Charles M. Williams. The Advisory Board will advise the Board of Trustees and
Keystone with respect to the management and operation of the Fund. The
recommendations of the Advisory Board will be considered by the Board of
Trustees and Keystone, but will not be binding on them.

The principal occupations and affiliations of the members of the Advisory
Board over the past five years are set forth below:

JAMES R. DEMPSEY: a private investor; Director or Trustee, Convest Energy
Corporation, Superior Electric Co.; former Chairman of the Board,
Transatlantic Investment Capital Corporation, Transatlantic Capital
Corporation and former Trustee or Director of 7 Keystone Group Funds; and
former Director or Trustee of Phoenix Total Return Fund, Phoenix
Multi-Portfolio Fund, Phoenix Series Fund, The Phoenix Big Edge Series Fund.

KNIGHT EDWARDS: Of Counsel, Edwards & Angell; Member of the Board of Managers of
7 variable annuity separate accounts of The Travelers Insurance Company
("Travelers"); Trustee, 5 mutual funds sponsored by Travelers; and former
Trustee or Director of 8 Keystone Group Funds.

DONALD T. ELLIS: President, D.T. Ellis Associates; Associate, Michael Saunders &
Co., real estate broker; former Senior Vice President, Goldman Financial
Services, Inc.; former President, Chief Executive Officer and Treasurer,
Scott Seaboard Corporation; and former Trustee or Director of 8 Keystone
Group Funds.

JOHN M. HAFFENREFFER: Vice President, Director and Treasurer of Haffenreffer &
Co.; Member of the Corporation and Treasurer of Haffenreffer Benevolent
Corp.; Director and Member of the Executive Committee of Liberty Bank and
Trust Company; Director of the Massachusetts Council of Churches; Vice
President, Director and Treasurer, Forest Hills Company; former Director of
Keystone; and former Trustee or Director of all Keystone Group Funds.

PHILIP B. HARLEY: Director of General Host Corporation, Stamford, Connecticut; a
private investor; former Director, President and Chief Executive Officer,
Baker Perkins, Inc.; former Director, Baker Perkins Holdings Ltd. (U.K.);
and former Trustee or Director of all Keystone Group Funds.

EVERETT P. POPE: former Chairman and Trustee, Bowdoin College; former Chairman
of the Board and President of Workingmens Cooperative Bank; former Chairman,
Massachusetts Higher Education Assistance Corporation (guarantor of student
loans); and former Trustee or Director of all Keystone Group Funds.

JOHN W. SHARP: Governor and past President of Montreal General Hospital, Canada;
Honorary Vice Chairman and former National President of Boy Scouts of
Canada; Honorary Colonel, The Black Watch Royal Highland Regiment of Canada;
former Director of Keystone and Unimed, Inc.; former Chairman and President,
Vilas Industries, Ltd. (Canada); former Chairman, Moyer School Supplies,
Ltd. (Canada); former Senior Economic Adviser, Province of Quebec, in New
York City; former registered representative with F.H. Deacon Hodgson Ltd.;
and former Trustee or Director of all Keystone Group Funds.

SPENCER R. STUART: Director of U.S. Tobacco Company, Asset Guaranty Inc.,
International Finance Group and Enhanced Financial Services Inc.; Director
and Chairman, Human Resources Committee, Allegheny International, Inc.;
former Director of Western Airlines, Inc., International Finance Group and
Keystone; former Chairman, Council of Managing Advisers, Dean Witter
Reynolds Bank; Founder/former Chairman of Spencer Stuart & Associates; and
former Trustee or Director of all Keystone Group Funds.

RUSSEL R. TAYLOR: Trustee of the Gintel Funds, Greenwich, Connecticut; Associate
Professor and Director, H.W. Taylor Institute of Entrepreneurial Studies,
College of New Rochelle; former Director of Annis Furs, Inc. and Minnetonka,
Inc.; and former Trustee or Director of all Keystone Group Funds.

CHARLES M. WILLIAMS: Director, Horace Mann Educator Corp.; President, Charles M.
Williams Associates; Advisory Director, Orix U.S.A., Inc.; Director of Fort
Dearborn Income Securities, Inc., 4 Merrill Lynch Funds, National Life
Insurance Company of Vermont and the Institute for Financial Management,
Inc.; President of Charles M. Williams Associates, Inc.; George Gund
Professor of Commercial Banking, Emeritus, at Harvard University Graduate
School of Business Administration; former Director of Keystone, Hammermill
Paper Co., Sonat, Inc., United States Leasing International, Inc.; and
former Trustee or Director of all Keystone Custodian Funds and Keystone
America Funds.

During the fiscal year ended July 31, 1994, no Trustee affiliated with
Keystone or any officer received any direct remuneration from the Fund. As of
October 31, 1994, none of the Trustees, officers and Advisory Board members of
the Fund beneficially owned any of the Fund's then outstanding shares.

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

--------------------------------------------------------------------------------
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,
serves as investment manager to the Fund and 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 and 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 most of the other Keystone Custodian Funds and to certain other funds
in the Keystone Group of Mutual Funds.

Except as otherwise noted below, pursuant to the Management Agreement with
the Fund, and subject to the supervision of the Fund's Board of Trustees,
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 office space, all necessary
office facilities, equipment and personnel in connection with its services under
the Management Agreement and pay or reimburse the Fund for the compensation of
Fund officers and trustees who are affiliated with the investment manager and
will pay all expenses of Keystone Management incurred in connection with its
investment advisory services. All charges and expenses other than those
specifically referred to as being borne by Keystone Management will be paid by
the Fund, including, but not limited to, custodian charges and expenses;
bookkeeping and auditors' charges and expenses; transfer agent charges and
expenses; fees of Independent Trustees; brokerage commissions, brokers' fees and
expenses; issue and transfer taxes; costs and expenses under the Distribution
Plan; taxes and trust fees payable to governmental agencies; the cost of share
certificates; fees and expenses of the registration and qualification of the
Fund and its shares with the Securities and Exchange Commission (sometimes
referred to herein as the "SEC" or the "Commission") or under state or other
securities laws; expenses of preparing, printing and mailing prospectuses,
statements of additional information, notices, reports and proxy materials to
shareholders of the Fund; expenses of shareholder's and Trustees' meetings;
charges and expenses of legal counsel for the Fund and for the Trustees of the
Fund on matters relating to the Fund; charges and expenses of filing annual and
other reports with the SEC and other authorities; and 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 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; (3) providing services to the Fund's shareholders in
connection with federal and state taxation and distributions of income and
capital gains; and (4) storing documents relating to the Fund's activities.

The Fund pays Keystone Management a fee for its services at the annual rate
of:
<PAGE>
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 paid daily.

For one year beginning January 1, 1994, Keystone will limit expenses of
Class A shares to 1.00% annually and each of Class B and Class C shares to 1.75%
annually. Thereafter a redetermination of whether to continue these expense
limits and, if so, at what rates, will be made. In accordance with these
voluntary expense limitations, for the fiscal year ended July 31, 1994, Keystone
reimbursed the Fund $129,577, $92,657, and $76,307 respectively, for Class A
Shares, Class B Shares and Class C Shares.

As a continuing condition of registration of shares in a state, Keystone has
agreed to reimburse the Fund annually for certain operating expenses incurred by
the Fund in excess of certain percentages of the Fund's average daily net
assets. Keystone is not required, however, to make such reimbursements to an
extent which would result in the Fund's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code. This condition
may be modified or eliminated in the future.

The Management Agreement continues in effect from year to year only if
approved at least annually by the Fund's Board of Trustees or by a vote of a
majority of the outstanding shares, and such renewal has been approved 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. The Management
Agreement will terminate automatically upon its "assignment" as that term is
defined in the 1940 Act.

For additional discussion of fees paid to Keystone Management, see
"Investment Adviser" below.

--------------------------------------------------------------------------------
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 an Advisory Agreement,
with Keystone under which Keystone will provide investment advisory and
management services to the Fund.

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

Keystone Group is a corporation privately owned by current and former
members of management and employees of Keystone and its affiliates. The shares
of Keystone Group 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, Roger T. Wickers, Edward F. Godfrey and Ralph J. Spuehler, Jr.
Keystone Group provides accounting, bookkeeping, legal, personnel and general
corporate services to Keystone Management, Keystone, their affiliates and the
Keystone Group of Mutual Funds.

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

Pursuant to the Advisory Agreement with Keystone Management, and subject to
the supervision of the Fund's Board of Trustees, Keystone 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 Advisory Agreement stipulates that Keystone
shall provide office space, all necessary office facilities, equipment and
personnel in connection with its services under the Advisory Agreement and pay
or reimburse the Fund for the compensation of Fund officers and trustees who are
affiliated with the investment manager and will pay all expenses of Keystone
incurred in connection with its investment advisory services. All charges and
expenses other than those specifically referred to as being borne by Keystone
will be paid by the Fund, including, but not limited to, custodian charges and
expenses; bookkeeping and auditors' charges and expenses; transfer agent charges
and expenses; fees of Independent Trustees; brokerage commissions, brokers' fees
and expenses; issue and transfer taxes; costs and expenses under the
Distribution Plan; taxes and trust fees payable to governmental agencies; the
cost of share certificates; fees and expenses of the registration and
qualification of the Fund and its shares with the SEC or under state or other
securities laws; expenses of preparing, printing and mailing prospectuses,
statements of additional information, notices, reports and proxy materials to
shareholders of the Fund; expenses of shareholder's and Trustees' meetings;
charges and expenses of legal counsel for the Fund and for the Trustees of the
Fund on matters relating to the Fund; charges and expenses of filing annual and
other reports with the SEC and other authorities; and all extraordinary charges
and expenses of the Fund.

During the fiscal year ended July 31, 1992, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$140,733, which represented 0.70%, of the Fund's average net assets. Of such
amount paid to Keystone Management, $119,623, was paid to Keystone for
investment advisory services under the Investment Advisory Agreement between
Keystone Management and Keystone.

During the fiscal year ended July 31, 1993, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$145,976, which represented 0.67% of the Fund's average net assets on an
annualized basis. Of such amount paid to Keystone Management, $124,079 was paid
to Keystone for its services to the Fund.

During the fiscal year ended July 31, 1994, the Fund paid or accrued to
Keystone Management investment management and administrative services fees of
$290,111 which represented 0.10% of the Fund's average net assets. Of such
amount paid to Keystone Management, $246,594 was paid to Keystone for its
services to the Fund.

Keystone has currently limited expenses of Class A to 1.00% and has limited
expenses of both Class B and Class C to 1.75%, in each case for one year
commencing January 1, 1994. In accordance with these expense limitations,
Keystone reimbursed the Fund $129,577, $92,657 and $76,307 for Class A, Class B
and Class C shares, respectively. From time to time in the future, a
redetermination of whether to continue the expense limitations and, if so, at
what rate, will be made. In any event, Keystone would not be required to make
such reimbursement to the extent which would result in the Fund's inability to
qualify as a regulated investment company under the Internal Revenue Code.

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

The Fund has entered into a Principal Underwriting Agreement, with KDI (the
"Underwriting Agreement"), pursuant to which KDI acts as the Fund's Principal
Underwriter. KDI, located at 200 Berkeley Street, Boston, Massachusetts
02116-0534, is a Delaware corporation wholly-owned by Keystone. KDI, as agent,
has agreed to use its best efforts to find purchasers for the shares. KDI may
retain and employ representatives to promote distribution of the shares and may
obtain orders from brokers, dealers and others, acting as principals, for sales
of Shares to them. The Underwriting Agreement provides that KDI will bear the
expense of preparing, printing and distributing advertising and sales literature
and prospectuses used by it. In its capacity as principal underwriter, KDI may
receive payments from the Fund pursuant to the Fund's Distribution Plan.

All subscriptions and sales of shares by KDI are at the offering price of
the shares in accordance with the provisions of the Fund's Declaration of Trust,
By-Laws, the 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
Agreement, the Fund is not liable to anyone for failure to accept any order.

The Fund has agreed under the Underwriting Agreement 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, and KDI assumes the cost of sales literature and
preparation of prospectuses used by it and certain other expenses.

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

KDI has agreed that it will in all respects duly conform with all state and
federal laws applicable to the sale of the shares and 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 or in connection with any action, suit or proceeding
to which any of them may be a party which arises out of or is alleged to arise
out of any misrepresentation or omission to state a material fact on the part of
KDI or any other person for whose acts KDI 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 Agreement provides that it will remain in effect as long as
its terms and continuance are approved by a majority of the Fund's Independent
Trustees at least annually at a meeting called for that purpose, and if its
continuance is approved annually by vote of a majority of Trustees, or by vote
of a majority of the outstanding shares.

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

--------------------------------------------------------------------------------
DECLARATION OF TRUST
--------------------------------------------------------------------------------

MASSACHUSETTS BUSINESS TRUST

The Fund is a Massachusetts business trust established under a Declaration
of Trust dated October 24, 1986. 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 filed 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.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
shares of beneficial interest of classes of shares, each of which represents an
equal proportionate interest in the Fund with each other share of that class.
Shares are entitled upon liquidation of the Fund 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 transferable, redeemable and fully assignable
as collateral. There are no sinking fund provisions. The Fund currently issues
three classes of 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. Even if, however, 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 contains an express disclaimer of
shareholder liability for obligations of the Fund and 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 because the Declaration of
Trust provides for indemnification out of Fund property for any shareholder held
personally liable for the obligations of the Fund.

VOTING RIGHTS

Under the Declaration of Trust the Fund does not hold annual meetings.
However 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. However, no amendment may be made
to the Declaration of Trust which 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, unless and 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 outstanding shares. Any
Trustee may voluntarily resign from office.

LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for
his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person; provided, however, that
nothing in the Declaration of Trust shall protect a Trustee against any
liability for his willful misfeasance, bad faith, gross negligence or reckless
disregard of his duties.

The Trustees have absolute and exclusive control over the management and
disposition of all 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 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 cumulative total return of Class A annualized for the period beginning
April 14, 1987 (commencement of investment operations) through July 31, 1994 was
48.52%. The cumulative total return of Class A for the one and five years ended
July 31, 1994 were (5.02)% and 35.45%, respectively. The compounded average
annual rate of return for Class A for the period April 14, 1987 through July 31,
1994 was 5.57%. The compounded average annual rate of return for Class A for the
five years ended July 31, 1994 was 6.26%. The cumulative total return of Class B
and Class C annualized for the period beginning February 1, 1993 (commencement
of operations) through July 31, 1994 was 0.48% and 3.32%, respectively. The
cumulative total return of Class B and Class C for the one year period ended
July 31, 1994 was (3.86)% and (0.95)%, respectively. The compounded average
annual rate of return for the Fund's Class B and Class C annualized for the
period from Februry 1, 1993 (commencement of operations) through July 31, 1994
was (1.05)% and (0.95)%, 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 yields
for Class A, Class B and Class C for the 30-day period ended July 31, 1994 were
5.83%, 5.36% and 5.36%, respectively.

--------------------------------------------------------------------------------
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
("Custodian"). The Custodian performs no investment management functions for the
Fund but, in addition to its custodial services, is responsible for accounting
and related recordkeeping on behalf of the Fund.

KPMG Peat Marwick LLP, One Boston Place, Boston, Massachusetts 02108,
Certified Public Accountants, are the independent auditors for the Fund.

KIRC, located at 101 Main Street, Cambridge, MA 02142-1519, is a
wholly-owned subsidiary of Keystone and serves as transfer agent and dividend
disbursing agent for the Fund.

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, 1994, Merrill Lynch Pierce Fenner & Smith, Attn: Book
Entry, 4800 Deer Lake Dr, E 3rd FL, Jacksonville, FL 32246-6484 owned of record
34.41% of the Fund's outstanding Class A shares, 18.90% of the Fund's
outstanding Class B Shares and 28.35% of the Fund's outstanding Class C shares,
respectively.

No dealer, salesman or other person is authorized to give any information or
to make any representation not contained in the Fund's prospectus, statement of
additional information or in supplemental sales literature issued by the Fund or
KDI, and no person is entitled to rely on any information or representation not
contained therein.

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

The Fund is one of 17 different investment companies in the Keystone America
family offering a range of choices to serve shareholder needs. The Keystone
America family includes Funds with the various investment objectives described
below:

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 AMERICA HARTWELL GROWTH FUND, INC. - Seeks capital appreciation by
investment in securities selected for their long-term growth prospects.

KEYSTONE AMERICA 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 AMERICA CAPITAL PRESERVATION AND INCOME FUND - II - Seeks high level of
current income, consistent with low volatility of principal, by investing under
ordinary circumstances at least 65% in adjustable rate securities issued by the
U.S. government, its agencies or instrumentalities.

KEYSTONE AMERICA FUND FOR TOTAL RETURN - Seeks above-average income, dividend
growth and capital appreciation potential from quality common stocks, preferred
stocks, convertible bonds, other fixed-income securities and foreign securities
(up to 50%).

KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND - Seeks long-term capital growth from
foreign and domestic securities.

KEYSTONE AMERICA GOVERNMENT SECURITIES FUND - Seeks income and capital
preservation from U.S. government securities.

KEYSTONE AMERICA OMEGA FUND, INC. - Seeks maximum capital growth from common
stocks and securities convertible into common stocks.

KEYSTONE AMERICA STATE TAX FREE FUND - 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 AMERICA 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 AMERICA STRATEGIC INCOME FUND - Seeks high yield and capital
appreciation potential from corporate bonds, discount bonds, convertible bonds,
preferred stock and foreign bonds (up to 25%).

KEYSTONE STRATEGIC DEVELOPMENT FUND - Seeks long term capital growth by
investing primarily in equity securities.

KEYSTONE AMERICA TAX FREE INCOME FUND - Seeks income exempt from federal income
taxes and capital preservation from the four highest grades of municipal bonds.

KEYSTONE AMERICA WORLD BOND FUND - Seeks current income by investing primarily
in a non-diversified portfolio consisting of investment in debt securities
denominated in U.S. and foreign currencies. The Portfolio seeks Capital
appreciation as a secondary objective.

KEYSTONE AUSTRALIA FUNDS, INC. - A mutual fund consisting of one portfolio: the
Australia Income Fund. The Australia Income Fund seeks a high level of current
income by investing at least 65% of its total assets in Australian dollar
denominated debt obligations.

KEYSTONE FUND OF THE AMERICAS - Seeks growth and income from a diversified
portfolio of established North American stocks, Latin American stocks and Latin
American bonds.

<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"), 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.

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.

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.

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.
<PAGE>
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 U.S. banks, including their branches abroad, and of U.S.
branches of foreign banks, which are members of the Federal Reserve System or
the Federal Deposit Insurance Corporation, or of savings and loan associations
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 passthrough 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 Series 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
<PAGE>
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.

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 from "AA" to "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.

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.

Moody's applies numerical modifiers 1, 2 and 3 in each generic rating
classification from Aa through Baa 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.

OPTIONS TRANSACTIONS

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 a gain 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 on the transaction.

OPTIONS TRADING MARKETS

Options which the Fund will trade are generally listed on national
securities exchanges. Exchanges on which such options currently are traded are
the Chicago Board Options Exchange and the New York, American, Pacific and
Philadelphia Stock Exchanges (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 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 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.

FUTURES CONTRACTS AND RELATED OPTIONS TRANSACTIONS

The Fund intends to enter into 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 enter into 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 in 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 or other
financial futures contracts and sell such options to terminate an existing
position. Options on currency or other financial futures are similar to options
on stocks except that an option on a currency or other financial 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
currency or other instruments making up a financial futures index, 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 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 Commodity Futures Trading Commission (CFTC) and National Futures Association
(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 only engage in currency futures contracts 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 Francs 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 ina 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, French 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
future 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 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>

-----------------
EXHIBIT A
-----------------
GLOSSARY OF TERMS

CLASS OF OPTIONS. Options covering the same underlying security.

CLEARING CORPORATION. The Options Clearing Corporation, Trans Canada
Options, Inc., The European Options Clearing Corporation B.V. or the London
Options Clearing House.

CLOSING PURCHASE TRANSACTION. A transaction in which an investor who is
obligated as a writer of an option or seller of a futures contract terminates
his obligation by purchasing on an Exchange an option of the same series as the
option previously written or futures contract identical to the futures contract
previously sold, as the case may be. (Such a purchase does not result in the
ownership of an option or futures contract.)

CLOSING SALE TRANSACTION. A transaction in which an investor who is the
holder or buyer of an outstanding option or futures contract liquidates his
position as a holder or a buyer by selling an option of the same series as the
option previously purchased or futures contract identical to the futures
contract previously purchased. (Such sale does not result in the investor
assuming the obligations of a writer or seller.)

COVERED CALL OPTION WRITER. A writer of a call option who, so long as he
remains obligated as a writer, owns the shares of the underlying security or
holds on a share for share basis a call on the same security where the exercise
price of the call held is equal to or less than the exercise price of the call
written, or, if greater than the exercise price of the call written, the
difference is maintained by the writer in cash, U.S. Treasury bills or other
high grade, short term obligations in a segregated account with the writer's
broker or custodian.

COVERED PUT OPTION WRITER. A writer of a put option who, so long as he
remains obligated as a writer, has deposited Treasury bills with a value equal
to or greater than the exercise price with a securities depository and has
pledged them to the Options Clearing Corporation for the account of the
brokerdealer carrying the writer's position or holds on a share for share basis
a put on the same security as the put written where the exercise price of the
put held is equal to or greater than the exercise price of the put written, or,
if less than the exercise price of the put written, the difference is maintained
by the writer in cash, U.S. Treasury bills or other high grade, short term
obligations in a segregated account with the writer's broker or custodian.

SECURITIES EXCHANGE. A securities exchange on which call and put options are
traded. The U.S. Exchanges are as follows: The Chicago Board Options Exchange;
American Stock Exchange; New York Stock Exchange; Philadelphia Stock Exchange;
and Pacific Stock Exchange. The foreign securities exchanges in Canada are the
Toronto Stock Exchange and the Montreal Stock Exchange; in the Netherlands, the
European Options Exchange; and in the United Kingdom, the Stock Exchange
(London).

Those issuers whose common stocks have been approved by the Exchanges as
underlying securities for option transactions are published in various financial
publications.

COMMODITIES EXCHANGE. A commodities exchange on which futures contracts are
traded which is regulated by exchange rules that have been approved by the
Commodity Futures Trading Commission. The U.S. exchanges are as follows: The
Chicago Board of Trade of the City of Chicago; Chicago Mercantile Exchange;
International Monetary Market (a division of the Chicago Mercantile Exchange);
the Kansas City Board of Trade; and the New York Futures Exchange.

EXERCISE PRICE. The price per unit at which the holder of a call option may
purchase the underlying security upon exercise or the holder of a put option may
sell the underlying security upon exercise.

EXPIRATION DATE. The latest date when an option may be exercised or a
futures contract must be completed according to its terms.

HEDGING. An action taken by an investor to neutralize an investment risk by
taking an investment position which will move in the opposite direction as the
risk being hedged so that a loss (or gain) on one will tend to be offset by a
gain (or loss) on the other.

OPTION. Unless the context otherwise requires, the term "option" means
either a call or put option issued by a Clearing Corporation, as defined above.
A call option gives a holder the right to buy from such Clearing Corporation the
number of shares of the underlying security covered by the option at the stated
exercise price by the filing of an exercise notice prior to the expiration time
of the option. A put option gives a holder the right to sell to a Clearing
Corporation the number of shares of the underlying security covered by the put
at the stated exercise price by the filing of an exercise notice prior to the
expiration time of the option. The Fund will sell ("write") and purchase puts
only on U.S. Exchanges.

OPTION PERIOD. The time during which an option may be exercised, generally
from the date the option is written through its expiration date.

PREMIUM. The price of an option agreed upon between the buyer and writer or
their agents in a transaction on the floor of an Exchange.

SERIES OF OPTIONS. Options covering the same underlying security and having
the same exercise price and expiration date.

STOCK INDEX. A stock index assigns relative values to the common stocks
included in the index, and the index fluctuates with changes in the market
values of the common stocks so included.

INDEX BASED FUTURES CONTRACT. An index based futures contract is a bilateral
agreement pursuant to which a party agrees to buy or deliver at settlement an
amount of cash equal to $500 times the difference between the closing value of
an index on the expiration date and the price at which the futures contract is
originally struck. Index based futures are traded on Commodities Exchanges.
Currently index based stock index futures contracts can be purchased or sold
with respect to the Standard & Poor's Corporation (S&P) 500 Stock Index and S&P
100 Stock Index on the Chicago Mercantile Exchange, the New York Stock Exchange
Composite Index on the New York Futures Exchange and the Value Line Stock Index
and Major Market Index on the Kansas City Board of Trade.

UNDERLYING SECURITY. The security subject to being purchased upon the
exercise of a call option or subject to being sold upon the exercise of a put
option.
<PAGE>

SCHEDULE OF INVESTMENTS--July 31, 1994
<TABLE>
<CAPTION>
Coupon Maturity Par Market
Rate Date Value Value
<S> <C> <C> <C> <C> <C>
ADJUSTABLE RATE MORTGAGE SECURITIES (1.0%)
FEDERAL NATIONAL MORTGAGE ASSOCIATION (1.0%)
FNMA #238847 Cap. 13.325%, Margin 2.32% +CMT,
Resets Annually (Cost $477,219) 5.807% 2031 $ 458,726 $ 477,075
FIXED INCOME (91.6%)
COLLATERALIZED MORTGAGE OBLIGATIONS (11.2%)
Collateralized Mortgage Securities Corp.
(effective yield 14.99%) (b) Coll. Mtge. Oblg. Series
(Est. mat. 1994) (c) 88 19 Class B 0.000 2015 31,387 31,034
Debartolo Capital Partnership Commercial Mortgage
(Est. mat. 2001) (c)(d) Class B 1 144a 7.610 2004 1,000,000 980,000
Federal Home Loan Mortgage Corporation
(Est. mat. 1996) (c) Series 41 Class E 10.000 2019 500,000 514,530
Federal National Mortgage Association Coll. Mtge. Oblg.
(Est. mat. 2002) (c) REMIC Trust 1992 117 Class K 7.500 2021 1,000,000 949,640
Federal National Mortgage Association Coll. Mtge. Oblg.
(Est. mat. 1998) (c) REMIC Trust 1993 180 Class SA 10.000 2000 517,457 496,112
Federal National Mortgage Association Coll. Mtge. Oblg.
(Est. mat. 2000) (c) REMIC Trust 1993 78 Class KA 6.500 2008 623,666 573,212
Green Tree Financial Corp.
(Est. mat. 1996) (c) Series 1994 Class A 6.900 2004 447,519 440,036
Paine Webber Mortgage Acceptance Corp.
(Est. mat. 1996) (c) Series 1993-5 Class A3 6.875 2008 497,110 493,073
U.S. Home Equity Loan (Est. mat. 1996) (c) Coll. Mtge. Oblg. Series
1991-2 Class B 9.125 2021 750,000 774,135
5,367,139 5,251,772
FINANCE (30.3%)
Chase Manhattan Corp. Subord. Notes 9.375 2001 1,250,000 1,360,413
Commercial Credit Group Incorporated Notes 10.000 1999 1,000,000 1,099,220
Euro Credit Card Trust Series 90-2 9.500 1995 2,000,000 2,083,740
First Chicago Corporation Subord. Global Notes 8.875 2002 1,500,000 1,596,690
First National Bank of Boston Subord. Global Notes 8.375 2002 1,250,000 1,281,300
Ford Motor Company Global Notes 9.000 2001 1,500,000 1,603,410
H.F. Ahmanson Subord. Notes 9.875 1999 1,250,000 1,363,437
National Westminster Bancorp Guaranteed Capital Notes 9.375 2003 1,250,000 1,381,425
Security Pacific Corporation Subord. Notes 11.000 2001 1,100,000 1,289,431
Societe Generale Subord. Notes 9.875 2003 1,000,000 1,144,100
13,100,000 14,203,166
FIXED RATE MORTGAGE SECURITIES (8.5%)
Federal Home Loan Mortgage Corporation Participation Certificate 8.000 2007 3,912,894 3,978,905
</TABLE>
See Notes to Schedule of Investments. (continued on next page)

<PAGE>
Keystone America Intermediate Term Bond Fund
SCHEDULE OF INVESTMENTS--July 31, 1994

<TABLE>
<CAPTION>
Coupon Maturity Par Market
Rate Date Value Value
<S> <C> <C> <C> <C> <C>
INDUSTRIALS (2.7%)
General Motors Global Notes 7.625% 1997 $ 1,250,000 $ 1,269,150
OTHER (5.2%)
Manitoba Province Canada Yankee Notes 9.625 1999 1,250,000 1,369,037
Quebec Province Canada Yankee Notes 9.125 2000 1,000,000 1,070,040
2,250,000 2,439,077
RETAIL (1.1%)
Sears, Roebuck and Co. Debentures 8.450 1998 500,000 522,650
TRANSPORTATION (3.6%)
Missouri Pacific Railroad Co. Equip. Trust Ctfs. 15.000 1997 1,000,000 1,163,570
Southwest Airlines Senior Notes 9.400 2001 500,000 545,665
1,500,000 1,709,235
UNITED STATES GOVERNMENT ISSUES (29.0%)
United States Treasury Notes 8.000 1996 7,250,000 7,532,097
United States Treasury Notes 8.250 1998 5,000,000 5,287,500
United States Treasury Notes 8.500 2000 750,000 812,108
13,000,000 13,631,705
TOTAL FIXED INCOME (Cost--$43,642,904) 40,880,033 43,005,660

Maturity
Value
REPURCHASE AGREEMENT (6.2%)
HSBC Securities, Inc. purchased 7/29/94 (Collateralized by
$3,040,000 U.S. Treasury Bills, due 1/12/95) (Cost--$2,895,000) 4.170 8/01/94 2,896,006 2,895,000
TOTAL INVESTMENTS (Cost--$47,015,123) (a) 46,377,735
OTHER ASSETS AND LIABILITIES -- NET (1.2%) 563,232
NET ASSETS (100.0%) $46,940,967
</TABLE>
NOTES TO SCHEDULE OF INVESTMENTS

(a) The cost of investments for federal income tax purposes is identical to
book basis. Gross unrealized appreciation and depreciation of
investments, based on identified tax cost, at July 31, 1994 are as
follows:
<TABLE>
<CAPTION>
<S> <C>
Gross unrealized appreciation $ 54,623
Gross unrealized depreciation (692,011)
Net unrealized depreciation ($ 637,388)
</TABLE>
(b) Effective yield (calculated at date of purchase) is the yield at which
the bond accretes on an annual basis until maturity date.
(c) The estimated maturity of a Collateralized Mortgage Obligation ("CMO") is
based on current and projected pre-payment rates. Changes in interest
rates can cause the estimated maturity to differ from the listed date
(d) Securities that may be resold to "qualified institutional buyers" under
Rule 144A or securities offered pursuant to Section 4(2) of the
Securities Act of 1933, as amended. These securities have been determined
to be liquid under guidelines established by the Board of Trustees.

See Notes to Financial Statements.

<PAGE>

FINANCIAL HIGHLIGHTS--CLASS A SHARES
(For a share outstanding throughout the period)
<TABLE>
<CAPTION>
February 13, 1987
(Commencement of
Year Ended July 31, Operations) to
1994(e) 1993 1992 1991 1990 1989 1988 July 31, 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value beginning
of period $ 9.46 $ 9.23 $ 8.64 $ 8.60 $ 9.11 $ 9.05 $ 9.61 $10.00
Income from investment
operations
Investment income--net 0.57 0.70 0.71 0.72 0.67 0.69 0.72 0.17
Net gains (losses) on
securites (0.59) 0.18 0.60 0.05 (0.45) 0.10 (0.45) (0.42)
Total from investment
operations (0.02) 0.88 1.31 0.77 0.22 0.79 0.27 (0.25)
Less distributions
Dividends from investment
income--net (0.57) (0.65) (0.71) (0.72) (0.70) (0.73) (0.83) (0.14)
Distributions in excess
of investment income--
net (b) (0.02) 0 (0.01) (0.01) (0.03) 0 0 0
Tax basis return of
capital (0.01) 0 0 0 0 0 0 0
Total distributions (.60) (0.65) (0.72) (0.73) (0.73) (0.73) (0.83) (0.14)
Net asset value end of
period $ 8.84 $ 9.46 $ 9.23 $ 8.64 $ 8.60 $ 9.11 $ 9.05 $ 9.61
Total return(d) (0.29%) 9.88% 15.65% 9.42% 2.71% 9.13% 2.95% (2.50%)
Ratios/supplemental data
Ratios to average net
assets:
Operating and
management expenses 1.00%(c) 1.52%(c) 1.88% 2.00%(c) 2.00%(c) 1.92%(c) 1.30%(c) 1.00%(a)(c)
Net investment income 6.81% 7.48% 7.85% 8.42% 7.90% 7.88% 7.48% 6.86%(a)
Portfolio turnover rate 280% 160% 90% 76% 107% 148% 208% 14%
Net assets, end of period
(thousands) $16,036 $18,032 $19,288 $20,227 $23,694 $30,337 $38,615 $1,679
</TABLE>
(a) Annualized
(b) Effective August 1, 1993, the Fund adopted Statement of Position 93-2:
"Determination, Disclosure, and Financial Statement Presentation of
Income, Capital Gain and Return of Capital Distributions by Investment
Companies." As a result, distribution amounts exceeding book basis net
income (or tax basis net income on a temporary basis) are presented as
"Distributions in excess of net investment income." Similarly, capital
gain distributions in excess of book basis capital gains (or tax basis
capital gains on a temporary basis) are presented as "Distributions in
excess of capital gains". From January 31, 1990 until the date of
adoption of the Statement of Position, distribution amounts exceeding
book basis net investment income were charged to paid-in capital.
For the fiscal years ended prior to January 31, 1990, these excess
distributions were charged to undistributed net investment income.
(c) Figures are net of expense reimbursement by Keystone in connection with
voluntary expense limitations. Before the expense reimbursement, the
"Ratio of net operating and management expenses to average net assets"
would have been 1.80%, 1.99%, 2.06%, 2.33%, 2.19%, 2.65% and 12.47% for
the years ended July 31, 1994, 1993, 1991, 1990, 1989, 1988 and the
period April 14, 1987 (Commencement of Investment Operations) to July 31,
1987, respectively.
(d) Excluding sales charges.
(e) Calculations based on average shares outstanding.

See Notes to Financial Statements.
<PAGE>

Keystone America Intermediate Term Bond Fund
FINANCIAL HIGHLIGHTS--CLASS B SHARES
(For a share outstanding throughout the period)
<TABLE>
<CAPTION>
February 1, 1993
(Commencement of
Year Ended Operations) to
July 31, 1994(e) July 31, 1993
<S> <C> <C>
Net asset value beginning of period $ 9.47 $ 9.35
Income from investment operations
Investment income--net 0.49 0.29
Net gains (losses) on securities (0.58) 0.12
Total from investment operations (0.09) 0.41
Less distributions
Dividends from investment income--net (0.49) (0.29)
Distributions in excess of investment income--net (0.03) 0
Tax basis return of capital (0.01) 0
Total distributions (0.53) (0.29)
Net asset value end of period $ 8.85 $ 9.47
Total return(d) (1.05%) 4.42%
Ratios/supplemental data
Ratios to average net assets:
Operating and management expenses(b) 1.75% 1.76%(a)
Net investment income 5.48% 5.67%(a)
Portfolio turnover rate 280% 160%
Net assets, end of period (thousands) $17,819 $8,159
</TABLE>
(a) Annualized
(b) Figures are net of expense reimbursement by Keystone in connection with
voluntary expense limitations. Before the expense reimbursement, the
"Ratio of net operating and management expenses to average net assets"
would have been 2.36% and 2.71% for the year ended July 31, 1994 and the
period February 1, 1993 (Date of Initial Public Offering) to July 31, 1993.
(c) Effective August 1, 1993, the Fund adopted Statement of Position 93-2:
"Determination, Disclosure and Financial Statement Presentation of
Income, Capital Gain and Return of Capital Distributions by Investment
Companies." As a result, distribution amounts exceeding book basis net
investment income (or tax basis net income on a temporary basis) are
presented as "Distributions in excess of investment income--net."
Similarly, capital gain distributions in excess of book basis capital
gains (or tax basis capital gains on a temporary basis) are presented as
"Distributions in excess of net realized capital gains."
(d) Excluding sales charges.
(e) Calculation based on average shares outstanding.

See Notes to Financial Statements.
<PAGE>

FINANCIAL HIGHLIGHTS--CLASS C SHARES
(For a share outstanding throughout the period)
<TABLE>
<CAPTION>
February 1, 1993
(Date of Initial
Year Ended Public Offering) to
July 31, 1994(e) July 31, 1993
<S> <C> <C>
Net asset value beginning of period $ 9.46 $ 9.35
Income from investment operations
Investment income--net 0.49 0.29
Net gains (losses) on securities (0.57) 0.11
Total from investment operations (0.08) 0.40
Less distributions
Dividends from investment income--net (0.49) (0.29)
Distributions in excess of investment income--net (0.03) 0
Tax basis return of capital (0.01) 0
Total distributions (0.53) (0.29)
Net asset value end of period $ 8.85 $ 9.46
Total return(d) (0.95%) 4.31%
Ratios/supplemental data
Ratios to average net assets:
Operating and management expenses(b) 1.75% 1.77%(a)
Net investment income 5.44% 5.61%(a)
Portfolio turnover rate 280% 160%
Net assets, end of period (thousands) $13,086 $7,522
</TABLE>
(a) Annualized
(b) Figures are net of expense reimbursement by Keystone in connection with
voluntary expense limitations. Before the expense reimbursement, the
"Ratio of net operating and management expenses to average net assets"
would have been 2.37% and 2.61% for the year ended July 31, 1994 and the
period February 1, 1993 (Date of Initial Public Offering) to July 31,
1993.
(c) Effective August 1, 1993, the Fund adopted Statement of Position 93-2:
"Determination, Disclosure and Financial Statement Presentation of
Income, Capital Gain and Return of Capital Distributions by Investment
Companies." As a result, distribution amounts exceeding book basis net
investment income (or tax basis net income on a temporary basis) are
presented as "Distributions in excess of investment income--net."
Similarly, capital gain distributions in excess of book basis capital
gains (or tax basis capital gains on a temporary basis) are presented as
"Distributions in excess of net realized capital gains."
(d) Excluding sales charges.
(e) Calculation based on average shares outstanding.

See Notes to Financial Statements.
<PAGE>
Keystone America Intermediate Term Bond Fund
STATEMENT OF ASSETS AND LIABILITIES
July 31, 1994
<TABLE>
<S> <C>
Assets:
Investments at market value (identified
cost--$47,015,123) (Note 1) $46,377,735
Cash 534
Receivable for:
Fund shares sold 67,727
Interest 811,907
Receivable from investment adviser (Note 4) 12,417
Prepaid expenses 4,022
Total assets 47,274,342
Liabilities:
Payable for:
Fund shares redeemed 170,786
Income distribution 104,206
Accrued reimbursable expenses (Note 4) 1,940
Other accrued expenses 56,443
Total liabilities 333,375
Net assets $46,940,967
Net assets represented by:
Paid-in capital $51,093,209
Accumulated distributions in excess of investment
income--net (Note 1) (144,032)
Accumulated realized gains (losses) on investment and
foreign currency related transactions--net (3,370,822)
Net unrealized depreciation on investments (637,388)
Total net assets $46,940,967
Net asset value per share and redemption price per share
(Notes 1 and 2)
Class A Shares ($8.84 on 1,813,383 shares outstanding) $16,035,788
Class B Shares ($8.85 on 2,014,364 shares outstanding) 17,819,370
Class C Shares ($8.85 on 1,479,194 shares outstanding) 13,085,809
$46,940,967
Offering price per share:
Class A Shares (including sales charge of 4.75%)
(Notes 1 and 2) $ 9.28
Class B Shares $ 8.85
Class C Shares $ 8.85
</TABLE>

STATEMENT OF OPERATIONS
Year Ended July 31, 1994
<TABLE>
<S> <C> <C>
Investment income (Note 1):
Interest (net of foreign withholding
taxes of $3,530) $ 3,247,798
Expenses (Notes 2, 4 and 5):
Management fee $ 290,111
Shareholder services 130,879
Auditing, accounting and legal 46,014
Custodian fees 52,521
Printing 44,066
Distribution Plan expenses 319,882
Registration fees 53,236
Miscellaneous expenses 4,793
Total expenses 941,502
Less: Reimbursement from Investment
Adviser (Note 4) (298,541)
Net expenses 642,961
Investment income--net (Note 1) 2,604,837
Realized and unrealized gain (loss)
on investments--net (Notes 1 and 3):
Realized loss on investments sold:
Proceeds from sales 116,854,325
Cost of investments sold 119,248,098
Realized loss on investments--net
(Note 3) (2,393,773)
Realized gain on foreign currency
related transactions--net 55,752
Realized loss on investment and foreign currency
related transactions--net (Notes 1, 3 and 6) (2,338,021)
Net unrealized appreciation (depreciation)
on investments:
Beginning of year 197,716
End of year (637,388)
Increase (decrease) in unrealized appreciation
or depreciation--net (835,104)
Net unrealized appreciation (depreciation)
on forward currency contracts:
Beginning of year 121,446
End of year 0
Increase (decrease) in unrealized appreciation
or depreciation on forward currency contracts--net (121,446)
Net loss on investments and foreign currency
related transactions (3,294,571)
Net decrease in net assets resulting from
operations ($ 689,734)
</TABLE>
See Notes to Financial Statements.
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
Year ended July 31,
1994 1993
<S> <C> <C>
Operations:
Investment income--net (Note 1) $ 2,604,837 $ 1,559,218
Realized gain (loss) on investments and foreign currency related
transactions--net (Notes 1 and 3) (2,338,021) 1,044,736
Increase (decrease) in unrealized appreciation or depreciation on
investments and forward currency contracts (956,550) (622,430)
Net increase (decrease) in net assets resulting from operations (689,734) 1,981,524
Net equalization charges and credits (Note 1) 0 42,838
Distributions to shareholders from (Notes 1 and 5):
Investment income--net--Class A Shares (1,086,016) (1,260,876)
In excess of investment income--net--Class A Shares (42,240) 0
Tax basis return of capital--Class A Shares (17,452) 0
Investment income--net--Class B Shares (818,527) (129,960)
In excess of investment income--net--Class B Shares (51,023) 0
Tax basis return of capital--Class B Shares (19,394) 0
Investment income--net--Class C Shares (662,822) (103,213)
In excess of investment income--net--Class C Shares (41,601) 0
Tax basis return of capital--Class C Shares (14,242) 0
Total distributions to shareholders (2,753,317) (1,494,049)
Capital share transactions (exclusive of net equalization charges
and credits) (Note 2):
Proceeds from shares sold--Class A Shares 5,170,693 3,058,001
Proceeds from shares sold--Class B Shares 16,443,930 8,844,602
Proceeds from shares sold--Class C Shares 10,872,127 7,655,480
Payments for shares redeemed--Class A Shares (6,579,374) (5,433,846)
Payments for shares redeemed--Class B Shares (5,983,113) (793,646)
Payments for shares redeemed--Class C Shares (4,799,652) (235,646)
Net asset value of shares issued in reinvestment of distributions from:
Investment income--net and paid-in capital--Class A Shares 585,180 671,037
Investment income--net and paid-in capital--Class B Shares 448,780 62,646
Investment income--net and paid-in capital--Class C Shares 512,125 66,449
Net increase in net assets resulting from capital share transactions 16,670,696 13,895,077
Total increase in net assets 13,227,645 14,425,390
Net assets:
Beginning of year 33,713,322 19,287,932
End of year [including accumulated distributions in excess of net
investment income and undistributed net investment income as follows:
July, 1994--($144,032) and July, 1993--$108,007] $46,940,967 $33,713,322
</TABLE>
See Notes to Financial Statements.
<PAGE>

Keystone America Intermediate Term Bond Fund
NOTES TO FINANCIAL STATEMENTS

(1.) Significant Accounting Policies

Keystone America Intermediate Term Bond Fund (the "Fund") is a Massachusetts
business trust for which Keystone Management, Inc. ("KMI") is the Investment
Manager and Keystone Custodian Funds, Inc. ("Keystone") is the Investment
Adviser. The Fund was organized on October 24, 1986 and had no operations
prior to February 13, 1987. It is registered under the Investment Company Act
of 1940 as a diversified open-end investment company, issuing three classes
of shares, specifically Class A, Class B, and Class C shares.

Class A shares are sold subject to a maximum sales charge of 4.75% payable at
the time of purchase. Class B shares are sold subject to a contingent
deferred sales charge payable upon redemption within three calendar years
after the year of purchase. Class C shares are sold subject to a contingent
deferred sales charge payable upon redemption within one year of purchase.
Class C shares are available only through dealers who have entered into
special distribution agreements with Keystone Distributors, Inc. ("KDI"), the
Fund's principal underwriter.

Keystone is a wholly-owned subsidiary of Keystone Group, Inc. ("KGI"), a
Delaware corporation. KGI is privately owned by an investor group consisting
of members of current and former management of Keystone and its affiliates.
KMI is a wholly-owned subsidiary of Keystone. Keystone Investor Resource
Center, Inc. ("KIRC") a wholly-owned subsidiary of Keystone, is the Fund's
transfer agent.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting
principles.

A. Investments are usually valued at the closing sales price, or in the
absence of sales and for over-the-counter securities, the mean of bid and
asked quotations. Management values the following securities at prices it
deems in good faith to be fair: (i) securities (including restricted
securities) for which complete quotations are not readily available and (ii)
listed securities if, in the opinion of management, the last sales price does
not reflect a current value, or if no sale occurred.

Short-term investments which 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. Short-term investments maturing in more
than sixty days for which market quotations are readily available are valued
at current market value. Short-term investments maturing in more than sixty
days when purchased, which 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. Short- term investments denominated in
a foreign currency are adjusted daily to reflect changes in exchange rates.
Market quotations are not considered to be readily available for long-term
corporate bonds and notes; such investments are stated at fair value on the
basis of valuations furnished by a pricing service, approved by the Trustees,
which determines valuations for normal, institutional-size trading units of
such securities using methods based on market transactions for comparable
securities and various relationships between securities that are generally
recognized by institutional traders.

A futures contract is an agreement between two parties to buy and sell a
specific amount of a commodity, security, financial instrument, or, in the
case of a stock index, cash at a set price on a future date. Upon entering
<PAGE>

into a futures contract the Fund is required to deposit with a broker an
amount ("initial margin") equal to a certain percentage of the purchase price
indicated in the futures contract. Subsequent payments ("variation margin")
are made or received by the Fund each day, as the value of the underlying
instrument or index fluctuates, and are recorded for book purposes as
unrealized gains or losses by the Fund. For federal tax purposes, any futures
contracts which remain open at fiscal year end are marked-to-market and the
resultant net gain or loss is included in federal taxable income.

B. Securities transactions are accounted for on the trade date. Interest
income is recorded on the accrual basis and dividend income is recorded on
the ex-dividend date. Distributions to the shareholders are recorded by the
Fund at the close of business on the record date.

C. The Fund has qualified, and intends to qualify in the future as a
regulated investment company under the Internal Revenue Code of 1986, as
amended ("Internal Revenue Code"). Thus, the Fund is relieved of any federal
income or excise tax liability by distributing all of its net taxable net
investment income and net taxable capital gains, if any, to its shareholders.
The Fund intends to avoid excise tax liability by making the required
distributions under the Internal Revenue Code.

D. For the year ended July 31, 1993, the Fund used the accounting practice
known as equalization by which a portion of the proceeds from sales and the
costs of redemptions of capital shares (equivalent on a per share basis to
the amount of undistributed net investment income on the date of the
transactions) was credited or charged to undistributed income. As a result,
undistributed net investment income per share was not affected by sales or
redemptions of shares. Effective August 1, 1993 the Fund discontinued
equalization accounting.

E. When the Fund enters into a repurchase agreement (a purchase of securities
whereby the seller agrees to repurchase the securities at a mutually agreed
upon date and price) the repurchase price of the securities will generally
equal the amount paid by the Fund plus a negotiated interest amount. The
seller under the repurchase agreement will be required to provide securities
("collateral") to the Fund whose value will be maintained at an amount not
less than the repurchase price, and which generally will be maintained at
101% of the repurchase price. The Fund monitors the value of collateral on a
daily basis, and if the value of the collateral falls below required levels,
the Fund intends to seek additional collateral from the seller or terminate
the repurchase agreement. If the seller defaults, the Fund would suffer a
loss to the extent that the proceeds from the sale of the underlying
securities were less than the repurchase price. Any such loss would be
increased by any cost incurred on disposing of such securities. If the
bankruptcy proceedings are commenced against the seller under the repurchase
agreement, the realization on the collateral may be delayed or limited.
Repurchase agreements entered into by the Fund will be limited to
transactions with dealers or domestic banks believed to present minimal
credit risks, and the Fund will take constructive receipt of all securities
underlying repurchase agreements until such agreements expire.

F. From time to time the Fund may enter into forward foreign currency
exchange contracts to hedge certain foreign currency assets. Contracts are
recorded at market value. Realized gains and losses arising from such
transactions are included in realized gain (loss) on foreign currency related
transactions. The Fund is subject to the credit risk that the other party
will not complete the obligations of the contract.

<PAGE>

Keystone America Intermediate Term Bond Fund

G. The Fund distributes net investment income monthly, and net capital gains,
if any, annually. Distributions from net investment income are based on tax
basis net income. From time to time the Fund may distribute dividends which
exceed book basis net income. Excess distributions were previously charged to
paid-in-capital. Effective August 1, 1993, the Fund adopted Statement of
Position 93-2: Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gain and Return of Capital Distributions by
Investment Companies (the "Statement"). As a result of this statement, the
Fund changed the financial statement classification of distributions to
shareholders to more clearly reflect the differences between financial
statement amounts available for distributions and amounts distributed to
comply with income tax regulations. Accordingly, amounts as of July 31, 1993
have been restated to reflect a decrease to undistributed investment
income--net and accumulated realized gains (losses) of $97,683 and $58,515,
respectively, and a corresponding increase to paid-in capital of $156,198.

(2.) Capital Share Transactions

The Trust Agreement authorizes the issuance of an unlimited number of shares
of beneficial interest without par value.

Transactions in shares of the Fund were as follows:
<TABLE>
<CAPTION>
Class A Shares
Year Ended July 31,
<S> <C> <C>
1994 1993
Shares sold 553,134 327,115
Shares redeemed (709,827) (582,391)
Shares issued in reinvestment of
distributions from investment income and
paid-in capital--net 63,405 71,886
Net decrease (93,288) (183,390)
</TABLE>
<TABLE>
<CAPTION>
Class B Shares
Year Ended July 31,
<S> <C> <C>
1994 1993
Shares sold 1,756,381 939,218
Shares redeemed (652,813) (84,046)
Shares issued in reinvestment of
distributions from investment income and
paid-in capital--net 48,971 6,653
Net increase 1,152,539 861,825
</TABLE>
<TABLE>
<CAPTION>
Class C Shares
Year Ended July 31,
<S> <C> <C>
1994 1993
Shares sold 1,152,720 812,784
Shares redeemed (524,090) (25,072)
Shares issued in reinvestment of
distributions from investment income and
paid-in capital--net 55,794 7,058
Net increase 684,424 794,770
</TABLE>
<PAGE>

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 Investment Company Act of 1940 ("1940 Act").

The Class A Distribution Plan provides for payments which are currently
limited to 0.25% annually of the average daily net asset value of Class A
shares to pay expenses of the distribution of Class A shares. Amounts paid by
the Fund to KDI under the Class A Distribution Plan are currently used to pay
others, such as dealers, service fees at an annual rate of 0.25% of the
average net asset value of the shares sold by such others and remaining
outstanding on the books of the Fund for specified periods.

The Class B Distribution Plan provides for payments at an annual rate of
1.00% of the average daily net asset value of Class B shares to pay expenses
of the distribution of Class B shares. Amounts paid by the Fund under the
Class B Distribution Plan are currently used to pay others (dealers) (i) a
commission at the time of purchase normally equal to 3.00% of the value of
each share sold; and/or (ii) service fees currently at an annual rate of
0.25% of the average net asset value of shares sold by such others and
remaining outstanding on the books of the Fund for specified periods.

The Class C Distribution Plan provides for payments at an annual rate of 1.00%
of the average daily net asset value of Class C shares to pay expenses of the
distribution of Class C shares. Amounts paid by the Fund under the Class C
Distribution Plan are currently used to pay others (dealers) (i) a commission at
the time of purchase normally equal to 1.00% of the value of each share sold;
and (ii) a commission at an annual rate of 0.75% (subject to applicable
limitations imposed by the rules of the National Association of Securities
Dealers, Inc.) and service fees at an annual rate of 0.25% of the average net
asset value of each share sold by such others and remaining outstanding on the
books for specified periods, beginning approximately 15 months after purchase.
Unreimbursed distribution expenses at July 31, 1994 for Class C shares were
$995,039.

Each of the Distribution Plans may be terminated at any time by a vote of the
Independent Trustees or by a vote of a majority of the outstanding voting
shares of the respective class. However, after termination of the Class B
Distribution Plan, payments to KDI will continue at the annual rate of 1.00%
of the average daily net asset value of Class B shares, as compensation for
its services which had been earned while the Class B Distribution Plan was in
effect. Such unreimbursed distribution expenses for the year ended July 31,
1994 for Class B shares were $1,086,574.

During the year ended July 31, 1994, the Fund paid or accrued to KDI $43,683,
$152,644, and $123,555 for Class A, Class B, and Class C Distribution Plans,
respectively.

(3.) Securities Transactions

Realized gains and losses are computed on the identified cost basis. As of
July 31, 1994, the Fund had a capital loss carryover for federal income tax
purposes of approximately $970,000 which expires in 1999. Purchases and sales
of investment securities (including proceeds received at maturity) for the
year ended July 31, 1994 were as follows:
<TABLE>
<CAPTION>
Cost of Proceeds
Purchases From Sales
<S> <C> <C>
Portfolio securities $133,004,143 $116,854,325
Short-term investments 503,420,717 501,925,401
$636,424,860 $618,779,726
</TABLE>
<PAGE>

Keystone America Intermediate Term Bond Fund

(4.) Investment Management and Transactions with Affiliates

Under the terms of the Investment Management Agreement between KMI and the
Fund, dated December 29, 1989, KMI provides investment management and
administrative services to the Fund. In return, KMI is paid a management fee
computed and paid daily calculated at a rate of 2.0% of the Fund's gross
investment income plus an amount determined by applying percentage rates,
which start at 0.50% and decline, as net assets increase, to 0.25% per annum,
to the net asset value of the Fund. KMI has entered into an Investment
Advisory Agreement with Keystone, dated December 30, 1989 under which
Keystone provides investment advisory and management services to the Fund and
receives for its services an annual fee representing 85% of the management
fee received by KMI. During the year ended July 31, 1994, the Fund paid or
accrued to KMI investment management and administrative service fees of
$290,111, which represented 0.60% of the Fund's average net assets on an
annualized basis. Of such amount paid to KMI, $246,594 was paid to Keystone
for its services to the Fund.

During the year ended July 31, 1994, the Fund paid or accrued to KIRC $18,880
as reimbursement for certain accounting and printing services provided to the
Fund.

During the year ended July 31, 1994, $130,879 was paid or accrued to KIRC for
shareholder services.

The Fund is subject to certain state annual expense limits, the most
restrictive of which is as follows: 2.5% of the first $30 million of Fund
assets, 2.0% of the next $70 million of Fund assets, and 1.5% of Fund assets
over $100 million.

Beginning January 1, 1993, Keystone has voluntarily agreed to reimburse all
expenses, including the management fee, incurred by the Fund in excess of
1.0% on Class A shares, and 1.75% on Class B and Class C shares beginning
February 1, 1993. Keystone would not be required to make such reimbursement
to an extent which would result in the Fund's inability to qualify as a
regulated investment company under the provisions of the Internal Revenue
Code. In accordance with these voluntary expense limitations, Keystone
reimbursed the Fund during the year ended July 31, 1994, $129,577, $92,657,
and $76,307 for Class A, Class B, and Class C shares, respectively. Keystone
does not intend to seek repayment of these amounts.

Certain officers and/or Directors of Keystone are also officers and/or
Trustees of the Fund. Officers of Keystone and affiliated Trustees receive no
compensation directly from the Fund. Currently, the independent Trustees
receive no compensation for their services.

(5.) Class Level Expenses

Presently, the Fund's class-specific expenses are limited to expenses
incurred by a class of shares pursuant to its respective Distribution Plan.
For the year ended July 31, 1994, the total amount of expenses incurred by
each class's Distribution Plan is set forth in Note (2). "Capital Share
Transactions."

(6.) Distribution to Shareholders

Distributions of $0.05 per share for Class A, $0.044 for Class B, and $0.044
for Class C from net investment income was declared payable by September 7,
1994 to shareholders of record August 25, 1994. This distribution is not
reflected in the accompanying financial statements.

The Fund intends to distribute to its shareholders dividends from net
investment income monthly and all net taxable realized long-term capital
gains, if any, annually. Any distribution which is declared in December and
paid before the next February 1 will be taxable to shareholders in the year
declared.

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Trustees and Shareholders
Keystone America Intermediate Term Bond Fund

We have audited the accompanying statement of assets and liabilities of
Keystone America Intermediate Term Bond Fund, including the schedule of
investments, as of July 31, 1994, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended, and the financial highlights for
each of the years in the seven-year period ended July 31, 1994, and the
period from February 13, 1987 (Commencement of Operations) to July 31, 1987
for Class A shares and for the year ended July 31, 1994 and for the period
from February 1, 1993 to July 31, 1993 for Class B and Class C shares. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 1994, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Keystone America Intermediate Term Bond Fund as of July 31, 1994, the results
of its operations for the year then ended, the changes in its net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the periods stated in the first paragraph above in
conformity with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Boston, Massachusetts
September 2, 1994