<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
Keystone America Global Opportunities Fund
(Name of Registrant as Specified in its Charter)
Dorothy E. Bourassa, Esq.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transactions applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:\1/
4) Proposed maximum aggregate value of transaction:
\1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[x] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
March 1995
Dear Shareholder;
We are writing to inform you of a meeting for the shareholders of Keystone
America Global Opportunities Fund on April 28, 1995.
The purpose of the meeting is to vote on a proposal to change the way that the
Fund's advisers, Keystone and Credit Lyonnais, share the Fund's management fees.
As you know, Keystone manages the Fund's Western Hemisphere holdings, and Credit
Lyonnais manages Asian and European holdings. We would like to assure you that
the proposal will NOT result in any increase in fees for Fund shareholders.
As a shareholder, you have the right to voice your opinion on this proposal.
This package contains information about the proposal and the materials you need
to cast your vote by mail. Please take a few minutes to read the enclosed
materials, cast your vote on the proxy card and return your completed proxy card
to us in the postage-paid envelope provided.
It is extremely important that you vote, no matter how many shares you own. This
is an opportunity to voice your opinion on matters that affect your Fund. Voting
promptly helps reduce the cost of additional mailings.
The proposal has been carefully reviewed by the Fund's Board of Trustees. The
Board is responsible for protecting your interest as a shareholder. The Board
believes this proposal is in the best interest of the shareholders and
recommends that you vote FOR this proposal. The details of the proposal are
described at length in the enclosed Proxy Statement.
To cast your vote, simply complete the enclosed proxy card. Be sure to sign the
card before mailing it in the postage-paid envelope.
We encourage you to exercise your right as a shareholder by voting promptly. If
you have questions before your vote, please contact your financial adviser.
Thank you for your prompt attention to this important initiative for your Fund.
Sincerely,
Albert H. Elfner, III George S. Bissell
Chairman and President Chairman of the Board
Keystone Group, Inc. Keystone Funds
#10140394
<PAGE>
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116-5034
TELEPHONE NUMBER (617) 338-3200
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1995
To the Shareholders:
A meeting of the shareholders of Keystone America Global Opportunities Fund
(the "Fund") will be held at the offices of the Fund, 200 Berkeley Street,
Boston, Massachusetts, on April 28, 1995, at 3:00 p.m., Eastern time, for the
purpose of considering and acting upon the following proposal:
1. To approve an amendment to the Subadvisory Agreement between Keystone
Custodian Funds, Inc. and Credit Lyonnais International Asset Management
(North America) substantially as described in the accompanying Proxy
Statement.
2. To transact such other business as may properly come before the meeting
and all adjournments thereof.
Shareholders of record at the close of business on March 15, 1995 are
entitled to notice of and to vote at this meeting and any adjournments thereof.
BY ORDER OF THE BOARD OF TRUSTEES
KEYSTONE AMERICA GLOBAL
OPPORTUNITIES FUND
Rosemary D. Van Antwerp
Secretary
March , 1995
PLEASE FILL IN, DATE AND SIGN YOUR PROXY - NOW - AND MAIL IT - TODAY - IN THE
STAMPED ENVELOPE ENCLOSED FOR YOUR CONVENIENCE. IN ORDER TO AVOID UNNECESSARY
EXPENSE OR DELAY, YOUR PROMPT RESPONSE IS REQUESTED, NO MATTER WHAT SIZE YOUR
HOLDINGS MAY BE. THANK YOU.
<PAGE>
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
200 BERKELEY STREET
BOSTON, MASSACHUSETTS 02116-5034
TELEPHONE NUMBER (617) 338-3200
PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1995
The accompanying Proxy is solicited by the Board of Trustees of Keystone
America Global Opportunities Fund (the "Fund"), a Massachusetts business trust,
for use at a special meeting of shareholders of the Fund (the "Meeting"). If the
Proxy is signed and returned, the shares of beneficial interest of the Fund
("Shares") represented thereby will be voted in accordance with the
specifications thereon. In the absence of such specification with respect to the
proposal ("Proposal"), the Proxy will authorize the persons named therein to
vote in favor of the Proposal. Any shareholder may revoke his or her Proxy at
any time before it is voted by (i) giving written notice of revocation to the
Secretary of the Fund, (ii) proper execution of a later-dated Proxy, or (iii)
appearing in person at the Meeting to vote his or her Shares. This proxy
material is being mailed to shareholders on or about March , 1995.
The Board of Trustees knows of no business which will be presented for
consideration at the Meeting other than that mentioned in Item 1 of the Notice
of Meeting. If any other matters are properly presented, it is the intention of
the persons designated to vote such Proxies in accordance with their judgment on
such matters.
The Fund currently issues three classes of Shares, Class A, Class B and
Class C, without par value, representing the entire beneficial interest of the
Fund. Each outstanding Share of a Class ranks equally with every other
outstanding Share of such Class, and each Share of all Classes is entitled to
one vote on matters subject to shareholder vote, subject to class differences.
Holders of Shares of record at the close of business on March 15, 1995 are
entitled to notice of and to vote at the Meeting. On that date there were Shares
of Class A, Shares of Class B and Shares of Class C outstanding and entitled to
vote at the Meeting.
Approval of the Proposal requires the affirmative vote of the lesser of (i)
a majority (over 50%) of the outstanding Shares, or (ii) a majority of the
Shares represented at the meeting if 67% of the outstanding Shares are
represented.
The Fund's most recent Annual Report will be furnished without charge to any
requesting shareholder. In addition to the above address for such requests the
toll free number 1-800-343-2898 is also available.
<PAGE>
DEFINITIONS USED IN THIS PROXY STATEMENT
"1934 Act" The Securities Exchange Act of 1934, as amended.
"1940 Act" The Investment Company Act of 1940, as amended.
"Board" The Board of Trustees of the Fund.
"CLIAM" Credit Lyonnais International Asset Management (North
America), an unlimited Irish corporation, 1301 Avenue
of the Americas, New York, New York 10019. CLIAM is the
Fund's subadviser.
"Fund" Keystone America Global Opportunities Fund, 200
Berkeley Street, Boston, Massachusetts 02116-5034.
"KDI" Keystone Distributors, Inc., 200 Berkeley Street,
Boston, Massachusetts 02116- 5034, a wholly-owned
subsidiary of Keystone. KDI is the principal
underwriter of the Fund.
"Keystone" Keystone Custodian Funds, Inc., 200 Berkeley Street,
Boston, Massachusetts 02116-5034, a wholly-owned
subsidiary of Keystone Group. Keystone is the Fund's
adviser.
"Keystone Group" Keystone Group, Inc., 200 Berkeley Street, Boston,
Massachusetts 02116-5034. Keystone Group owns all of
the outstanding shares of Keystone. Keystone Group is
owned by an investor group composed of members of
Management.
"KIRC" Keystone Investor Resource Center, Inc., 101 Main
Street, Cambridge, Massachusetts 02142, a wholly-owned
subsidiary of Keystone. KIRC is the transfer agent and
dividend disbursing agent for the Fund.
"Management" Certain current or former officers and employees of
Keystone Group and its affiliates.
"Management Agreement" The existing Investment Advisory and Management
Agreement between the Fund and Keystone under which
Keystone provides management, advisory and
administrative services to the Fund.
"Meeting" The meeting of shareholders of the Fund to be held in
accordance with the Notice accompanying this proxy
statement, and any adjournments thereof.
"SEC" Securities and Exchange Commission.
"Shares" The shares of beneficial interest of the Fund.
"Subadvisory Agreement" The existing Subadvisory Agreement between Keystone and
CLIAM under which CLIAM provides investment advisory
services to the Fund's non-North American Portfolio.
"Underwriting Agreement" The existing Principal Underwriting Agreement between
KDI and the Fund under which KDI provides underwriting
and distribution services to the Fund.
INTRODUCTION
The Fund, an open-end investment company registered with the SEC under the
1940 Act, was formed as a Massachusetts business trust and offers its Shares
of beneficial interest to the public.
THE PROPOSAL
The purpose of the Meeting is to submit to the shareholders of the Fund a
Proposal to approve an amendment to the Subadvisory Agreement between Keystone
and CLIAM.
THE PROPOSAL
The Board of Trustees of the Fund has proposed an amendment to the
Subadvisory Agreement between Keystone and CLIAM which would revise the existing
fee schedule contained in the Subadvisory Agreement. The Board is recommending
the amendment in order to achieve an equitable allocation of fees consistent
with the services provided to the Fund by Keystone and CLIAM.
Keystone has entered into a Management Agreement with the Fund dated August
19, 1993 whereby Keystone is required to manage and administer the operation of
the Fund and to manage the investment and reinvestment of the Fund's assets in
conformity with the Fund's investment objectives and restrictions, subject to
the supervision of the Trustees of the Fund. As compensation for the services
and facilities provided to the Fund pursuant to the Management Agreement,
Keystone is entitled to a fee at the annual rate of:
AGGREGATE NET ASSET VALUE
MANAGEMENT OF THE SHARES
FEE OF THE FUND
- --------------------------------------------------------------------------------
1.00% of the first $200,000,000, plus
0.95% of the next $200,000,000, plus
0.85% of the next $200,000,000, plus
0.75% of amounts over $600,000,000
The Management Agreement contains provisions permitting Keystone to enter
into an agreement with CLIAM under which CLIAM, as subadviser, for compensation
paid by Keystone, provides investment services relating to the Fund's non-North
American portfolio.
Currently the terms of the Subadvisory Agreement, which is attached to this
Proxy Statement as Exhibit A, provide for Keystone to pay CLIAM a fee for its
services under the Subadvisory Agreement which represents 50% of the management
fee paid by the Fund to Keystone for the preceding quarter under the Management
Agreement. The Proposal is to amend the existing fee schedule under the
Subadvisory Agreement to provide for Keystone to pay CLIAM 50% of the management
fee it receives from the Fund on Fund assets of up to $250,000,000 and 30% of
the management fee on Fund assets in excess of $250,000,000. If approved, the
Proposal would amend paragraph 3 of the Subadvisory Agreement to provide as
follows:
"3. For its services as described in paragraph 1 above, for the
preceding fiscal quarter, CLIAM will receive from Keystone on the first
business day of each fiscal quarter a fee which is 50% of the management
fee paid by the Fund to Keystone for the preceding quarter on Fund assets
of up to $250,000,000 and 30% of the management fee paid by the Fund to
Keystone for the preceding quarter on Fund assets in excess of
$250,000,000."
If the Proposal is approved by shareholders at the Meeting, the Subadvisory
Agreement between Keystone and CLIAM will be amended to provide for a revision
of the fee schedule pursuant to which CLIAM is paid for its subadvisory services
to the Fund. THE APPROVAL OF THE PROPOSAL WILL NOT HAVE ANY EFFECT ON THE AMOUNT
OF FEES PAID BY THE FUND TO KEYSTONE FOR ITS ADVISORY SERVICES, and all other
provisions of the Subadvisory Agreement will remain unchanged.
BOARD RECOMMENDATION
The Board of Trustees of the Fund recommends that the shareholders vote FOR
the amendment to the Subadvisory Agreement described above. Pursuant to the
provisions of the 1940 Act, the affirmative vote of the lesser of (i) a majority
(over 50%) of the outstanding Shares or (ii) a majority of the Shares
represented at the Meeting if 67% of the outstanding Shares are represented at
the Meeting is required for such approval.
INFORMATION RELATING TO THE
SUBADVISORY AGREEMENT
Pursuant to the Subadvisory Agreement, dated August 19, 1993, CLIAM acts as
subadviser to the Fund's non-North American portfolio. The Subadvisory Agreement
was last approved by the shareholders of the Fund on July 27, 1993 in connection
with Management's acquisition of control of Keystone and by the Board of
Trustees of the Fund on June 15, 1994.
By the terms of the Subadvisory Agreement, consistent with the investment
objectives and policies of the Fund and subject to the supervision of the Board
of Trustees of the Fund and Keystone, CLIAM provides the Fund with investment
research, advice and supervision by furnishing an investment program for the
Fund's non-North American portfolio. CLIAM determines securities to be purchased
for, or sold from, the non-North American portfolio of the Fund, the price(s)
and size of each transaction and recommends what portion of the Fund's non-North
American assets shall be held uninvested.
In executing portfolio transactions and selecting broker-dealers, CLIAM is
required under the Subadvisory Agreement to use its best efforts to seek best
execution on behalf of the Fund. In evaluating the best execution available,
CLIAM may consider all factors it deems relevant, including brokerage and
research services provided to the Fund and other accounts over which CLIAM and
its affiliates exercise investment discretion, and may pay a broker-dealer who
provides such services higher commissions than those charged by other
broker-dealers, in accordance with section 28(e) of the 1934 Act.
As compensation for the services provided to the Fund pursuant to the
Subadvisory Agreement, CLIAM is entitled to a fee which is 50% of the management
fee paid by the Fund to Keystone for the preceding quarter under the Management
Agreement.
Under the Management Agreement, the Fund paid Keystone $1,618,327 for the
fiscal year ended September 30, 1994. Of this amount, Keystone paid $809,163 to
CLIAM pursuant to the terms of the Subadvisory Agreement and retained $809,164.
If the proposed fee arrangement had been in place as of the end of such period,
there would have been no change in the amount of the fee paid to CLIAM by
Keystone under the Subadvisory Agreement.
The Subadvisory Agreement is automatically renewed for successive one-year
periods unless either party to it has given the other at least sixty days'
written notice of its intention to terminate the Subadvisory Agreement at the
end of the contract period then in effect, provided, however, that the
continuation of the Subadvisory Agreement for more than two years is subject to
the receipt of annual approvals of the Fund's Board of Trustees or shareholders
in accordance with the 1940 Act and the rules thereunder. Approval of such
continuation was last given by the Board of Trustees of the Fund on June 15,
1994. The Subadvisory Agreement may be terminated at any time, without penalty,
by the Fund's Board of Trustees or a majority of the Fund's outstanding Shares,
on 60 days' written notice to CLIAM. The Subadvisory Agreement automatically
terminates upon its "assignment" (as defined in the 1940 Act) by either party.
INFORMATION RELATING TO CLIAM
CLIAM, the Fund's subadviser, is located at 1301 Avenue of the Americas, New
York, New York 10019. CLIAM is a wholly-owned subsidiary of Credit Lyonnais
International Asset Management B.V., Nachtwachtlaan 20, 1058 EA, Amsterdam,
Holland. Credit Lyonnais International Asset Management B.V. is a wholly-owned
subsidiary of Credit Lyonnais, 19, Boulevard des Italiens, 75002, Paris, France.
The chief executive officer and Directors of CLIAM and their addresses are
as follows: Denis Bastin, Managing Director of CLIAM, 1301 Avenue of the
Americas, New York, New York 10019; Jacques Dalloz, Senior Vice President,
Credit Lyonnais, 168, rue de Rivoli, 75001, Paris, France; J.F. Baume, Chief
Investment Officer, Credit Lyonnais Asset Management, 168 rue de Rivoli, 75001,
Paris, France; and Maurice Monbaron, Manager, Credit Lyonnais Suisse, Place el
Air, 1204 Geneva, Switzerland.
Since October 1, 1993, no Trustee of the Fund has engaged in any purchase or
sale of securities of CLIAM, Credit Lyonnais International Asset Management B.V.
or Credit Lyonnais, Paris. No officer or Trustee of the Fund is a shareholder of
CLIAM nor does any Trustee of the Fund have a material interest in CLIAM.
For the fiscal year ended September 30, 1994, no commissions were paid to an
affiliated broker of CLIAM.
ADDITIONAL INFORMATION ABOUT CLIAM
Although investment advice and management for the various clients of CLIAM,
and their affiliates, are furnished in light of their respective investment
objectives and policies, certain securities owned by the Fund may also be owned
by other clients, and it may occasionally develop that the same investment
advice and decision for more than one client is made at the same time.
Furthermore, it may develop that a particular security is bought or sold for
only some clients even though it might be held or bought or sold for other
clients or that a particular security is bought for some clients when other
clients are selling the security.
CERTAIN OTHER FUNDS ADVISED BY CLIAM
The following fund advised by CLIAM has the same investment objective as the
Fund (capital appreciation):
ANNUAL FEE RATES
AS PERCENTAGE OF AVERAGE
FUND NET ASSETS ANNUAL DAILY NET ASSETS
- ---- ---------- -----------------------
Credit Lyonnais $27,000,000 0.34%
Global Growth
Fund (Luxembourg)
ADDITIONAL INFORMATION
PAYMENT OF EXPENSES
The Fund will pay the expenses of the preparation, printing and mailing to
the shareholders of the Fund of the enclosed Proxy, accompanying Notice of
Meeting and Proxy Statement and any supplementary solicitation of the
shareholders.
SUPPLEMENTARY SOLICITATION
Supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund, by officers or employees of KIRC,
Keystone, Keystone Group or their subsidiaries, by securities dealers through
whom Shares have been sold or by an agency which may be employed by the Fund for
that purpose. If a supplementary solicitation by specially engaged employees or
by an agency should be necessary, the material features of any contract or
arrangement and the parties for any such solicitation are presently unknown. It
is anticipated, however, that, in the event any such solicitation becomes
necessary, its cost will not be substantial.
SUBSTANTIAL SHAREHOLDERS
To the best of the Fund's knowledge, on January 31, 1995 the following
shareholders "beneficially owned" more than 5% of the outstanding Shares:
CLASS A SHARES
SHARES PERCENTAGE
SHAREHOLDER OWNED OWNERSHIP
- ----------- ----------- ----------
Merrill Lynch Pierce Fenner & Smith 765,299.000 20.38%
Attn: Book Entry
4800 Deer Lake Drive East, 3rd Floor
Jacksonville, FL 32246-6484
CLASS B SHARES
SHARES PERCENTAGE
SHAREHOLDER OWNED OWNERSHIP
- ----------- ------------- ----------
Merrill Lynch Pierce Fenner & Smith 1,797,411.000 22.45%
Attn: Book Entry
4800 Deer Lake Drive East, 3rd Floor
Jacksonville, FL 32246-6484
CLASS C SHARES
SHARES PERCENTAGE
SHAREHOLDER OWNED OWNERSHIP
- ----------- ------------- ----------
Merrill Lynch Pierce Fenner & Smith 1,431,268.000 46.97%
Attn: Book Entry
4800 Deer Lake Drive East, 3rd Floor
Jacksonville, FL 32246-6484
On that date, the existing Trustees and officers of the Fund, together as a
group, "beneficially owned" less than 1% of the outstanding Shares.
The term "beneficially owned" is as defined under Section 13(d) of the
1934 Act. The information as to beneficial ownership is based on statements
furnished to the Fund by the existing Trustees, officers of the Fund and/or on
records of KIRC.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at any Fund meeting must
be received by the Fund for inclusion in the Fund's Proxy Statement and Proxy
within a reasonable time before the meeting.
It is suggested that shareholders submit their proposals by Certified Mail -
Return Receipt Requested. The SEC has adopted certain requirements which apply
to any proposals of shareholders.
March , 1995
<PAGE>
EXHIBIT A
SUBADVISORY AGREEMENT
AGREEMENT made as of the 19th day of August, 1993 by and between KEYSTONE
CUSTODIAN FUNDS, INC. ("KCF"), a Delaware corporation, and CREDIT LYONNAIS
INTERNATIONAL ASSET MANAGEMENT (North America) ("CLIAM"), an unlimited Irish
corporation.
WITNESSETH:
WHEREAS, KCF provides investment and management services to Keystone America
Global Opportunities Fund ("Fund"), a Massachusetts business trust, under an
investment advisory and management agreement dated August 19, 1993 ("IA
Contract") pursuant to which KCF has agreed to manage the investment and
reinvestment of the assets of the Fund, subject to the supervision of the Board
of Trustees of the Fund, for the period and on the terms set forth in the IA
Contract;
WHEREAS, KCF and CLIAM wish to enter into an agreement for CLIAM's
investment advisory services to the Fund with respect to the Fund's non-
American portfolio.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, CLIAM and KCF agrees as follows:
1. Consistent with the investment objectives and policies of the Fund from
time to time and subject to the supervision of the Board of Trustees of the Fund
and KCF, CLIAM will regularly provide the Fund with investment research, advice
and supervision by furnishing continuously an investment program for the Fund's
non-North American portfolio. CLIAM will determine securities to be purchased
for, or sold from, the non-North American portfolio of the Fund, the price(s)
and size of each transaction, and will recommend what portion of the Fund's
non-North American assets shall be held uninvested. CLIAM shall advice and
assist the officers of the Fund and KCF in taking such steps as are necessary or
appropriate to carry out the decisions of the Fund's Board of Trustees and the
appropriate committees of such Board regarding the foregoing matters. CLIAM will
direct the trading of all non-North American securities and all other non-North
American transactions of the Fund.
2. CLIAM shall place all orders for the purchase and sale of non-North
American portfolio securities for the account of the Fund with broker-dealers
selected by CLIAM. In executing non-North American portfolio transactions and
selecting broker-dealers, CLIAM will use its best efforts to seek best execution
on behalf of the Fund. In assessing the best execution available for any
transaction, CLIAM shall consider all factors it deems relevant, including the
breadth of the market in the security, the price of the security, the financial
condition and execution capability of the broker-dealer and the reasonableness
of the commission, if any (all for the specific transaction and on an continuing
basis). In evaluating the best execution available, and in selecting the
broker-dealer to execute a particular transaction, CLIAM may also consider the
brokerage and research services (as those terms are used in Section 28(e) of the
Securities Exchange Act of 1934) provided to the Fund and/or other accounts over
which CLIAM or an affiliate of CLIAM exercises investment discretion. CLIAM is
authorized to pay a broker-dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund which
is in excess of the amount of commission another broker-dealer would have
charged for effecting that transaction if, but only if, CLIAM determines in good
faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer viewed in terms
of that particular transaction or in terms of all of the accounts over which
investment discretion is so exercised.
The services of CLIAM to KCF and the Fund hereunder are not to be deemed
exclusive, and CLIAM shall be free to render similar services to others.
3. For its services as described in paragraph 1 above, for the preceding
fiscal quarter, CLIAM will receive from KCF on the first business day of each
fiscal quarter a fee which is 50% of the management fee paid by the Fund to KCF
for the preceding quarter.
4. This Agreement shall continue in effect until July 1, 1994 and shall be
automatically renewed for successive one-year periods unless CLIAM or KCF has
given the other at least sixty days' written notice of its intention to
terminate this Agreement at the end of the contract period then in effect;
provided, however, that the continuation of this Agreement for more than two
years shall be subject to the receipt of annual approvals of the Fund's Trustees
or shareholders in accordance with the Investment Company Act of 1940 ("Act")
and the rules thereunder. Notwithstanding the foregoing, the Agreement may be
terminated at any time, without a payment of any penalty, by vote of the Fund's
Board of Trustees or a majority of the Fund's outstanding voting securities
(within the meaning of the Act on not more than sixty days' written notice to
CLIAM. In addition, this Agreement shall terminate automatically if it is
assigned (within the meaning of the Act) by either party.
5. CLIAM acknowledges that it has copies of the Fund's Declaration of Trust,
by-laws, Prospectus and Statement of Additional Information in effect as of the
date hereof. So long as this Agreement remains in effect, KCF shall promptly
furnish to CLIAM any amendments or supplements to these documents which may
hereafter be adopted.
6. CLIAM shall not be liable for any error of judgment or mistake of law or
for any loss suffered by the Fund in connection with the performance of this
Agreement, except a loss resulting from CLIAM's willful misfeasance, bad faith,
gross negligence or from reckless disregard by it of its obligations and duties
under this Agreement. Any person, even though also an officer, Director,
partner, employee, or agent of CLIAM, who may be or become an officer, Trustee,
employee or agent of the Fund shall be deemed, when rendering services to the
Fund or acting on any business of the Fund (other than services or business in
connection with CLIAM's duties hereunder), to be rendering such services to or
acting solely for the Fund and not as an officer, Director, partner, employee,
or agent or one under the control or direction of CLIAM even though paid by it.
KCF agrees to indemnify and hold CLIAM harmless from all taxes, charges,
expenses, assessments, claims and liabilities (including, without limitation,
liabilities arising under the Securities Act of 1933, the Securities Exchange
Act of 1934, the Act, and any state and foreign securities and blue sky laws, as
amended from time to time) and expenses, including (without limitation)
attorneys' fees and disbursements, arising directly or indirectly from any
action or thing which CLIAM takes or does or omits to take or do hereunder, but
only to the extent that KCF itself is entitled to indemnify from the Fund in
respect of such act or thing taken or done or omitted to be taken or done by
CLIAM which indemnity is in excess of all costs and liabilities paid or incurred
by KCF in respect of such act or thing taken or done or omitted to be taken or
done by CLIAM and/or in respect of any act or thing taken or done or omitted to
be taken or done by KCF in connection therewith, and provided that CLIAM shall
not be indemnified against any cost, expense or liability (or any expenses
incident thereto) arising out of a breach of fiduciary duty with respect to the
receipt of compensation for services, willful misfeasance, bad faith, or gross
negligence on the part of CLIAM in the performance of its duties, or from
reckless disregard by it of its obligations and duties under this Agreement.
7. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if personally served on the party to whom notice is to be given,
or on the second day after mailing if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:
If to CLIAM: Managing Director
Credit Lyonnais International Asset
Management (North America)
1301 Avenue of the Americas
New York, NY 10019
If to KCF: President
Keystone Custodian Funds, Inc.
200 Berkely Street
Boston, MA 02116
8. This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations and understandings of the parties
hereto relating to the subject matter hereof. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provisions, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the waiver.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
the date and year first above written.
KEYSTONE CUSTODIAN FUNDS, INC.
By: ---------------------------------
CREDIT LYONNAIS INTERNATIONAL
ASSET MANAGEMENT (North America)
By: ---------------------------------
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
[LOGO] KEYSTONE YOU CAN HELP REDUCE THE COST OF ADDITIONAL
Investor Resource Center, Inc. MAILINGS BY PROMPTLY RETURNING YOUR SIGNED
PROXY. NO MATTER HOW MANY SHARES YOU OWN,
YOUR VOTE COUNTS.
PLEASE SIGN AND RETURN YOUR PROXY TODAY!
Please detach or fold at perforation before mailing.
................................................................................
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE FUND.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS A VOTE FOR THE PROPOSAL.
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSAL IF
NO CHOICE IS INDICATED.
THE PROXIES ARE AUTHORIZED IN THEIR DISCRETION TO VOTE UPON SUCH OTHER MATTERS
AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
1. To approve an amendment to the Subadvisory FOR AGAINST ABSTAIN
Agreement between Keystone Custodian Funds, [ ] [ ] [ ]
Inc. and Credit Lyonnais International Asset
Management (North America) substantially as
described in the Proxy Statement.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD.
029
KEYSTONE GLOBAL FUND (KY29B)
<PAGE>
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
[LOGO] KEYSTONE YOU CAN HELP REDUCE THE COST OF ADDITIONAL
Investor Resource Center, Inc. MAILINGS BY PROMPTLY RETURNING YOUR SIGNED
PROXY. NO MATTER HOW MANY SHARES YOU OWN,
YOUR VOTE COUNTS.
PLEASE SIGN AND RETURN YOUR PROXY TODAY!
Please detach or fold at perforation before mailing.
................................................................................
KEYSTONE AMERICA GLOBAL OPPORTUNITIES FUND
PROXY FOR THE MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1995
The undersigned, revoking all Proxies heretofore given, hereby appoints Albert
H. Elfner, III, Rosemary D. Van Antwerp and Dorothy E. Bourassa, or any of them,
as Proxies of the undersigned, with full power of substitution, to vote on
behalf of the undersigned all shares of Keystone America Global Opportunities
Fund (the "Fund") that the undersigned is entitled to vote at the meeting of
shareholders of the Fund to be held at 3:00 p.m. on April 28, 1995 at the
offices of Keystone Custodian Funds, Inc., 26th Floor, 200 Berkeley Street,
Boston, Massachusetts 02116 and at any adjournments thereof, as fully as the
undersigned would be entitled to vote if personally present, as follows:
NOTE: PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEAR ON THIS CARD.
Dated:_____________________, 1995
NOTE: When signing as attorney,
executor, administrator, trustee,
guardian, or as custodian for a
minor, please sign your name and
give your full title as such. If
signing on behalf of a
corporation, please sign full
corporate name and your name and
indicate your title. If signing
for a partnership, please sign
the partnership name and your
name. Joint owners should each
sign this proxy. Please sign,
date and return.
------------------------------
| |
| |
| |
| |
| |
| |
| |
------------------------------
029
KEYSTONE GLOBAL FUND (KY29F)
