SUPPLEMENT TO THE PROSPECTUS
AND STATEMENT OF
ADDITIONAL INFORMATION OF
Keystone Fund for Total Return
(the "Fund")
The Fund's prospectus and statement of additional information are hereby
supplemented to reflect the following:
From September 1, 1996, through November 30, 1996 (the "Offering
Period"), Keystone Investment Distributors Company ("Keystone") will
reallow to broker-dealers or others a commission based upon the price
paid for each Class A share sold, at the following rates: full
reallowance plus an additional 0.50% for each Class A share sold with
respect to purchases in an amount not exceeding $499,999, and full
reallowance for each Class A share sold with respect to purchases in an
amount in excess of $499,999.
In addition, during the Offering Period, Keystone will reallow to
broker-dealers or others an increased commission equal to 4.75% of the
price paid for each Class B Fund share sold.
Such payments will be made to those broker-dealers and others selling
such shares who pay registered representatives making such sales a
portion of the additional amount payable under this special dealer
offer, as determined in accordance with their regular payment
arrangements with such persons for sales not made under a special
dealer offer.
The section entitled "Alternative Sales Options; Class A shares -- Front-End
Load Option" of the Fund's prospectus is hereby supplemented to reflect the
following:
Class A shares are not subject to a deferred sales charge when they are
redeemed except as follows: Class A shares purchased (1) in an amount
equal to or exceeding $1,000,000 or (2) by a corporate or certain other
qualified retirement plan or a non-qualified deferred compensation plan
or a Title 1 tax sheltered annuity or TSA Plan sponsored by an
organization having 100 or more eligible employees (a "Qualifying
Plan"), in either case without a front-end sales charge, will be
subject to a contingent deferred sales charge for the 24-month period
following the date of purchase.
The section of the Fund's prospectus entitled "Alternative Sales Options;
Class A shares is hereby supplemented to reflect the following:
Initial sales charges may be eliminated for persons purchasing Class A
shares that are offered in connection with certain fee based programs,
such as wrap accounts, sponsored or managed by broker-dealers,
investment advisers or others who have entered into special agreements
with Keystone.
August 30, 1996
