KEYSTONE GLOBAL OPPORTUNITIES FUND, 485BPOS, 1996-12-09

KEYSTONE GLOBAL OPPORTUNITIES FUND
485BPOS, 1996-12-09

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION December 9, 1996.

File Nos. 33-18774
and 811-5404

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
---- ----

Post-Effective Amendment No. 13 X
---- ----
and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 12 X
---- ----

KEYSTONE GLOBAL OPPORTUNITIES FUND
(Exact name of Registrant as specified in Charter)

200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:
(617) 338-3200

Rosemary D. Van Antwerp, Esq., 200 Berkeley Street,
Boston, MA 02116-5034
(Name and Address of Agent for Service)

It is proposed that this filing will become effective

immediately upon filing pursuant to paragraph (b)
---
X on December 10, 1996 pursuant to paragraph (b)
---
60 days after filing pursuant to paragraph (a)(1)
---
on (date) pursuant to paragraph (a)(1)
---
75 days after filing pursuant to paragraph (a)(2)
---
on (date) pursuant to paragraph (a)(2) of Rule 485.
---

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
has elected to register an indefinite number of its securities under the
Securities Act of 1933. A Rule 24f-2 Notice for Registrant's last fiscal year
ended September 30, 1996 was filed November 27, 1996.

<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND

CONTENTS OF
POST-EFFECTIVE AMENDMENT NO. 13
to
REGISTRATION STATEMENT

This Post-Effective Amendment No. 13 to Registration
Statement No. 33-18774/811-5404 consists of
the following pages, items of information, and documents:

The Facing Sheet

The Contents Page

The Cross-Reference Sheet

PART A

Prospectus

PART B

Statement of Additional Information

PART C

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

Financial Statements

Independent Auditors' Report

Listing of Exhibits

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

Number of Holders of Securities

Indemnification

Business and Other Connections of Investment Advisers

Principal Underwriter

Location of Accounts and Records

Undertakings

Signatures

Exhibits (including Powers of Attorney)

<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND

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

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

2 Fee Table

3 Financial Highlights

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

5 Fund Management and Expenses
Additional Information

5A Not applicable

6 The Fund
Dividends and Taxes
Alternative Sales Options
Fund Shares

7 How to Buy Shares
Distribution Plans
Contingent Deferred Sales Charge and
Waiver of Sales Charge
Shareholder Services
Pricing Shares

8 How to Redeem Shares

9 Not applicable

Items in
Part B of
Form N-1A Statement of Additional Information Caption
- ---------- -------------------------------------------
10 Cover Page

11 Table of Contents

12 Not applicable

13 The Fund
Investment Objective and Policies
Investment Restrictions
Appendix

14 Trustees and Officers
Declaration of Trust

15 Additional Information

16 Distribution Plans
Investment Management
Principal Underwriter
Expenses (Class A, B and C only)
Additional Information

17 Brokerage

18 Declaration of Trust

19 Valuation of Securities
Sales Charges
Distribution Plans

20 Distributions and Taxes

21 Principal Underwriter

22 Standardized Total Return and Yield Quotations
(Class A, B and C only)

23 Financial Statements (Class A, B and C only)
<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND

PART A

CLASS A, B AND C PROSPECTUS

<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND
PROSPECTUS DECEMBER 10, 1996

CLASS A
CLASS B
CLASS C

Keystone Global Opportunities Fund (the "Fund") is a mutual fund that is
authorized to issue more than one series of shares ("Portfolios"). At this time,
the Fund issues shares of only one Portfolio, the Global Opportunities Portfolio
(the "Portfolio").

The Portfolio's objective is capital growth. The Portfolio's investments are
globally varied and primarily comprised of equity securities of small to medium
sized companies in a relatively early stage of development.

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

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

Additional information about the Fund is contained in a statement of
additional information dated December 10, 1996, which has been filed with the
Securities and Exchange Commission and is incorporated by reference into this
prospectus. For a free copy, or for other information about the Fund, write to
the address or call the telephone number provided on this page.

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

TABLE OF CONTENTS
Page
Fee Table 2
Financial Highlights 3
The Fund 6
Global Opportunities Portfolio -- Investment Objective and Policies 6
Investment Restrictions 8
Risk Factors 8
Pricing Shares 9
Dividends and Taxes 10
Fund Management and Expenses 11
How to Buy Shares 14
Alternative Sales Options 15
Contingent Deferred Sales Charge and Waiver of Sales Charges 19
Distribution Plans 20
How to Redeem Shares 21
Shareholder Services 23
Performance Data 25
Fund Shares 25
Additional Information 26
Additional Investment Information (i)
Exhibit A A-1
<PAGE>

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT INSURED OR OTHERWISE PROTECTED BY THE
U.S. GOVERNMENT, BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY AND INVOLVE RISK, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL.

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 GLOBAL OPPORTUNITIES FUND
The purpose of this fee table is to assist investors in understanding the
costs and expenses that an investor in each class of shares of the Fund will
bear directly or indirectly. For more complete descriptions of the various costs
and expenses, see the following sections of this prospectus: "Fund Management
and Expenses"; "How to Buy Shares"; "Alternative Sales Options"; "Contingent
Deferred Sales Charge and Waiver of Sales Charges"; "Distribution Plans"; and
"Shareholder Services."
<TABLE>
<CAPTION>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
FRONT-END BACK-END LEVEL LOAD
LOAD OPTION LOAD OPTION(1) OPTION(2)
------------- -------------- ---------------
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases .......... 5.75%(3) None None
(as a percentage of offering price)

Deferred Sales Load ............................... 0.00%(4) 5.00% in the first year 1.00% in the first
(as a percentage of the lesser of original declining to 1.00% in year and 0.00%
purchase price or redemption proceeds, as the sixth year and thereafter
applicable) 0.00% thereafter
Exchange Fee (per exchange)(5) .................... $10.00 $10.00 $10.00

ANNUAL FUND OPERATING EXPENSES(6)
(as a percentage of average net assets)
Management Fees ................................... 0.91% 0.91% 0.91%
12b-1 Fees ........................................ 0.23% 1.00%(7) 1.00%(7)
Other Expenses .................................... 0.48% 0.49% 0.49%
---- ---- ----
Total Fund Operating Expenses ..................... 1.62% 2.40% 2.40%
==== ==== ====

<CAPTION>
EXAMPLES(8) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the end of each period:
Class A ................................................................... $73 $106 $141 $239
Class B ................................................................... $74 $105 $148 $254
Class C ................................................................... $34 $ 75 $128 $274
You would pay the following expenses on the same investment, assuming no
redemption at the end of each period:
Class A ................................................................... $73 $106 $141 $239
Class B ................................................................... $24 $ 75 $128 $254
Class C ................................................................... $24 $ 75 $128 $274
AMOUNTS SHOWN IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
<FN>
- ----------
(1) Class B shares purchased on or after June 1, 1995 convert tax free to Class A shares after eight years. See "Class B
shares" for more information.
(2) Class C shares are available only through broker-dealers who have entered into special distribution agreements with
Keystone Investment Distributors Company, the Fund's principal underwriter.
(3) The sales load applied to purchases of Class A shares declines as the amount invested increases. See "Class A Shares."
(4) Purchases of Class A shares in the amount of $1,000,000 or more and/or purchases made by certain qualifying retirement or
other plans are not subject to a sales charge at the time of purchase, but may be subject to a contingent deferred sales
charge. See the "Class A Shares" and "Contingent Deferred Sales Charge and Waiver of Sales Charges" sections of this
prospectus for an explanation of the charge.
(5) There is no fee for exchange orders received by the Fund directly from a shareholder over the Keystone Automated Response
Line ("KARL"). (For a description of KARL, see "Shareholder Services.")
(6) Expense ratios are for the Fund's fiscal year ended September 30, 1996. Total Fund Operating Expenses include indirectly
paid expenses. Commencing January 2, 1997, the Fund currently intends to offers Class Y shares which have different expenses
and no sales charges.
(7) Long-term shareholders may pay more than the economic equivalent of the maximum front-end sales charges permitted by the
National Association of Securities Dealers, Inc. ("NASD").
(8) The Securities and Exchange Commission requires use of a 5% annual return figure for purposes of this example. Actual
return for the Fund may be greater or less than 5%.
</FN>

</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS

KEYSTONE GLOBAL OPPORTUNITIES FUND
GLOBAL OPPORTUNITIES PORTFOLIO -- CLASS A SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

The following table contains important financial information relating to the
Portfolio and has been audited by KPMG Peat Marwick LLP, the Portfolio's
independent auditors. The table appears in the Portfolio's Annual Report and
should be read in conjunction with the Portfolio's financial statements and
related notes, which also appear, together with the independent auditors'
report, in the Portfolio's Annual Report. The Portfolio's financial statements,
related notes, and independent auditors' report are incorporated by reference
into the statement of additional information. Additional information about the
Portfolio's performance is contained in its Annual Report, which will be made
available upon request and without charge.
<TABLE>
<CAPTION>
MARCH 16, 1988
(COMMENCEMENT OF
YEAR ENDED SEPTEMBER 30, OPERATIONS) TO
--------------------------------------------------------------------------------------- SEPTEMBER 30,
1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE
BEGINNING OF YEAR .. $23.43 $19.42 $18.02 $11.69 $12.89 $ 9.89 $11.17 $ 9.77 $10.00
------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income
(loss) ............. (0.06) (0.16) (0.04) (0.14) (0.08) 0.17 0.19 0.09 0.05
Net realized and
unrealized gain (loss)
on investments and
foreign currency
related transactions 1.19 4.17 1.60 6.47 0.23 3.06 (1.27) 1.66 (0.28)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ....... 1.13 4.01 1.56 6.33 0.15 3.23 (1.08) 1.75 (0.23)
------ ------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS FROM
Net investment income 0.00 0.00 0.00 0.00 0.00 (0.23) (0.12) (0.09) 0.00
Net realized gains on
investments ........ 0.00 0.00 (0.16) 0.00 (1.35) 0.00 (0.08) (0.26) 0.00
------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions 0.00 0.00 (0.16) 0.00 (1.35) (0.23) (0.20) (0.35) 0.00
------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE
END OF YEAR ........ $24.56 $23.43 $19.42 $18.02 $11.69 $12.89 $ 9.89 $11.17 $ 9.77
====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN(b) ...... 4.82% 20.65% 8.74% 54.15% 1.81% 32.71% (9.65%) 16.94% (1.20%)
RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS
Total expenses ..... 1.62%(c) 1.83%(c) 2.01% 2.84% 2.50%(a) 2.03%(a) 2.00%(a) 2.00%(a) 1.50%(a)(d)
Net investment
income (loss) .... (0.53%) (0.83%) (0.86%) (1.72%) (0.69%) 1.49% 1.80% 0.86% 1.42%(d)
Portfolio turnover
rate ............... 67% 35% 32% 64% 75% 134% 51% 13% 19%
AVERAGE COMMISSION
RATE PAID .......... $0.0079 N/A N/A N/A N/A N/A N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
NET ASSETS END OF YEAR
(THOUSANDS) ........ $250,427 $94,679 $71,122 $29,942 $10,859 $2,159 $1,519 $1,378 $1,082
<FN>
(a) Figures are net of expense reimbursement by Keystone in connection with voluntary expense limitations. Before the expense
reimbursement, the Ratio of total expenses to average net assets would have been 3.67%, 7.77%, 10.39%, 13.06%, and 5.54%
for the years ended September 30, 1992, 1991, 1990, 1989 and the period March 16, 1988 (Commencement of Operations) to
September 30, 1988, respectively.
(b) Excluding applicable sales charges.
(c) Ratio of total expenses to average net assets includes indirectly paid expenses. Excluding indirectly paid expenses, the
expense ratio would have been 1.60% and 1.81% for the years ended September 30, 1996 and 1995, respectively.
(d) Annualized.

</FN>
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS

KEYSTONE GLOBAL OPPORTUNITIES FUND
GLOBAL OPPORTUNITIES PORTFOLIO -- CLASS B SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

<FN>
(a) Excluding applicable sales charges.
(b) Ratio of total expenses to average net assets includes indirectly paid expenses. Excluding indirectly paid expenses, the
expense ratio would have been 2.38% and 2.56% for the years ended September 30, 1996 and 1995, respectively.
(c) Annualized.
</FN>
</TABLE>

<PAGE>
FINANCIAL HIGHLIGHTS

KEYSTONE GLOBAL OPPORTUNITIES FUND
GLOBAL OPPORTUNITIES PORTFOLIO -- CLASS C SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

<TABLE>
<CAPTION>
FEBRUARY 1, 1993
YEAR ENDED SEPTEMBER 30, (DATE OF INITIAL
------------------------------------------------------- PUBLIC OFFERING) TO
1996 1995 1994 SEPTEMBER 30, 1993
---- ---- ---- ------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE BEGINNING OF YEAR ............... $23.04 $19.26 $17.99 $14.04
------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment loss ............................. (0.24) (0.27) (0.15) (0.04)
Net realized and unrealized gain on investments
and foreign currency related transactions ..... 1.17 4.05 1.58 3.99
------ ------ ------ ------
Total from investment operations .............. 0.93 3.78 1.43 3.95
------ ------ ------ ------
LESS DISTRIBUTIONS FROM
Net realized gain on investments ................ 0.00 0.00 (0.16) 0.00
------ ------ ------ ------
Total distributions ........................... 0.00 0.00 (0.16) 0.00
------ ------ ------ ------
NET ASSET VALUE END OF YEAR ..................... $23.97 $23.04 $19.26 $17.99
====== ====== ====== ======
TOTAL RETURN (a)................................. 4.04% 19.63% 8.02% 28.13%
RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS:
Total expenses ................................ 2.40%(b) 2.58%(b) 2.85% 3.04%(c)
Net investment loss ........................... (1.38%) (1.59%) (1.62%) (1.55%)(c)
Portfolio turnover rate ......................... 67% 35% 32% 64%
AVERAGE COMMISSION RATE PAID .................... $0.0079 N/A N/A N/A
------ ----- ----- -----
NET ASSETS END OF YEAR (THOUSANDS) .............. $124,549 $86,339 $50,535 $6,217
<FN>
(a) Excluding applicable sales charges.
(b) Ratio of total expenses to average net assets includes indirectly paid expenses. Excluding indirectly paid expenses, the
expense ratio would have been 2.38% and 2.56% for the years ended September 30, 1996 and 1995, respectively.
(c) Annualized.

</FN>
</TABLE>
<PAGE>

THE FUND
The Fund is an open-end, diversified management investment company, commonly
known as a mutual fund. The Fund is authorized to issue more than one Portfolio,
each investing in a different portfolio of securities. At this time, the Fund
issues only shares of the Portfolio. The Fund was formed as a Massachusetts
business trust on June 17, 1987. The Fund is one of more than thirty funds
managed or advised by Keystone Investment Management Company ("Keystone").
Keystone has retained the services of Credit Lyonnais International Asset
Management, North America ("CLIAM") to provide the Portfolio with subadvisory
services, subject to the supervision of the Fund's Board of Trustees and
Keystone.

GLOBAL OPPORTUNITIES PORTFOLIO --
INVESTMENT OBJECTIVE AND POLICIES
INVESTMENT OBJECTIVE
The Portfolio's investment objective is capital growth. In selecting its
investments, the Portfolio attempts to identify those companies within various
countries and industries that have the best opportunities for above-average
increases in revenues and earnings and strong prospects for continued revenue
growth. In addition, the Portfolio seeks to identify those countries and
industries where economic and political factors, including currency movements,
are likely to produce above-average growth.

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

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

PRINCIPAL INVESTMENTS
In pursuing its objective, the Portfolio may invest in securities of United
States ("U.S.") companies and of issuers located in certain foreign countries
with developed markets as well as those with emerging markets and the formerly
communist countries of Eastern Europe and the People's Republic of China. In its
investments in securities of issuers in the U.S. and other countries with
developed securities markets, the Portfolio seeks to achieve its objective by
investment in equity securities of small to medium sized companies (generally
under $1 billion in market capitalization) that are in a relatively early stage
of development. In its investments in foreign securities, the Portfolio seeks to
achieve its objective by investing in equity securities of issuers that are
managed and positioned to take advantage of opportunities for above average
increases in revenues and earnings and have strong prospects for continued
revenue growth. For this purpose, countries with emerging markets are generally
those where the per capita income is in the low to middle ranges, as determined
by the International Bank for Reconstruction and Development ("World Bank").

Under ordinary circumstances, the Portfolio invests at least 65% of its assets
in securities of issuers located in at least three countries, one of which may
be the U.S. Under ordinary circumstances, the Portfolio invests at least 65% of
its assets in equity securities.

Some examples of the securities in which the Portfolio may invest are common
stocks, securities convertible into common stocks or having common stock
characteristics (consisting of rights, warrants and options), preferred stocks,
debt securities convertible into or exchangeable for preferred or common stock,
debt securities of the U.S. and any foreign governments, including their
political subdivisions, debt securities of any international agency (such as the
World Bank, Asian Development Bank or Inter-American Development Bank) and time
deposits with U.S. and foreign banks, and may hold cash and cash equivalents as
discussed below. The Portfolio's securities and other assets may be denominated
in U.S. currency or currency of any foreign nation. Except as described above,
there are no limitations on the type, size, operating history or dividend paying
record of companies or industries in which the Portfolio may invest. The
Portfolio's securities may be traded in the over-the-counter market as well as
being listed on a foreign exchange. The primary investment criterion used by the
Portfolio in the selection of portfolio securities is that the securities
provide opportunities for capital growth.

Although the Portfolio intends to invest primarily in common stocks and
securities convertible into common stocks to achieve its objective of growth of
capital, the Portfolio may invest in any security listed above. For example,
because the market value of debt obligations can be expected to vary inversely
with changes in prevailing interest rates, investing in debt securities may
provide an opportunity for capital appreciation when interest rates are expected
to decline. In addition, the Portfolio may hold cash and invest in cash
equivalents, including time deposits, for temporary purposes in order to meet
redemption requests or for such periods of time as are necessary to evaluate
market conditions and other factors.

OTHER ELIGIBLE INVESTMENTS
When, in the opinion of Keystone, market conditions warrant, the Portfolio may
invest 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, that at the date of investment is rated A-1 (the highest
grade given by Standard & Poor's Corporation ("S&P"), PRIME-1 (the highest grade
given by Moody's Investors Service ("Moody's") or, if not rated by such
services, is issued by a company that at the date of investment has an
outstanding issue rated A or better by S&P or Moody's; (2) obligations,
including certificates of deposit and bankers' acceptances, of banks or savings
and loan associations having at least $1 billion in deposits 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 that 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. When the Portfolio's assets are being invested for temporary
defensive purposes, the Portfolio is not pursuing its investment objective.

The Portfolio may enter into repurchase and reverse repurchase agreements,
invest in master demand notes, lend portfolio securities, 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. The Portfolio 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
options and futures contracts and related options.

The Portfolio may invest in restricted securities, including securities
eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (the
"1933 Act"). Generally, Rule 144A establishes a safe harbor from the
registration requirements of the 1933 Act for resales by large institutional
investors of securities not publicly traded in the U.S. The Portfolio intends to
purchase Rule 144A securities when such securities present an attractive
investment opportunity and otherwise meet the Portfolio's selection criteria.
The Board of Trustees has adopted guidelines and procedures pursuant to which
Keystone determines the liquidity of the Portfolio's Rule 144A securities. The
Board monitors Keystone's implementation of such guidelines and procedures.

At the present time, the Portfolio cannot accurately predict exactly how the
market for Rule 144A securities will develop. A Rule 144A security that was
readily marketable upon purchase may subsequently become illiquid. In such an
event, the Board of Trustees will consider what action, if any, is appropriate.

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

INVESTMENT RESTRICTIONS
The Fund has adopted the fundamental investment restrictions summarized below,
which may not be changed without the vote of a 1940 Act Majority of the
Portfolio's outstanding shares. These restrictions and certain other fundamental
and nonfundamental restrictions are set forth in the statement of additional
information. Unless otherwise stated, all references to the Portfolio's assets
are in terms of current market value.

Generally, the Portfolio may not do the following: (1) invest more than 5% of
its total assets in the securities of any one issuer (other than U.S. government
securities), except that up to 25% of its total assets may be invested without
regard to this limit; and (2) borrow, except from banks for temporary or
emergency purposes, and/or enter into reverse repurchase agreements in aggregate
amounts up to one-third of the value of the Portfolio's net assets.

The Portfolio 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 that
may not be sold or disposed of in the ordinary course of business within seven
days at approximately the value at which the Portfolio has valued such
securities on its books and (2) limiting its holdings of such securities to 15%
of net assets.

RISK FACTORS
Like any investment, your investment in the Portfolio involves an element of
risk. Before you buy shares of the Portfolio, you should carefully evaluate your
ability to assume the risks your investment in the Portfolio poses. YOU CAN LOSE
MONEY BY INVESTING IN THE PORTFOLIO. YOUR INVESTMENT IS NOT GUARANTEED. A
DECREASE IN THE VALUE OF THE PORTFOLIO'S PORTFOLIO SECURITIES CAN RESULT IN A
DECREASE IN THE VALUE OF YOUR INVESTMENT.

By itself, the Portfolio does not constitute a balanced investment program.
The Portfolio is best suited for investors who can afford to maintain their
investment over a relatively long period of time, and who are seeking a fund
that is growth oriented and has the potential for high returns. The Portfolio
involves a high degree of risk and is not an appropriate investment for
conservative investors who are seeking preservation of capital and/or income.
You should take into account your own investment objectives as well as your
other investments when considering an investment in the Portfolio.

Certain risks related to the Portfolio are discussed below. In addition to the
risks discussed in this section, specific risks, including risks relating to
investing in foreign securities and derivatives, individual securities or
investment practices are discussed in "Additional Investment Information" and
the statement of additional information.

FUND RISKS. Investing in companies with small to medium market capitalizations
in a relatively early stage of development involves greater risk than investing
in larger established companies. The stock prices of developing companies with
smaller market capitalizations can rise very quickly and drop dramatically in a
short period of time. This volatility results from a number of factors,
including reliance by these companies on limited product lines, markets, and
financial and management resources.

These and other factors may make small and mid cap companies more susceptible
to setbacks or downturns. These companies may experience higher rates of
bankruptcy or other failures than larger well established companies. They may be
more likely to be negatively affected by changes in management. In addition, the
stock of small and mid cap companies may be thinly traded.

Moreover, a need for cash due to large liquidations from the Portfolio when
the prices of small and mid cap stocks are declining could result in losses to
the Portfolio.

FOREIGN RISK. Investing in securities of foreign issuers generally involves
more risk than investing in a portfolio consisting solely of securities of
domestic issuers for the following reasons: publicly available information on
issuers and securities may be scarce; many foreign countries do not follow the
same accounting, auditing, and financial reporting standards as are used in the
U.S.; market trading volumes may be smaller, resulting in less liquidity and
more price volatility compared to U.S. securities of comparable quality; there
may be less regulation of securities trading and its participants; the
possibility may exist for expropriation, confiscatory taxation, nationalization,
establishment of exchange controls, political or social instability or negative
diplomatic developments; and dividend or interest withholding may be imposed at
the source.

Investing in securities of issuers in emerging markets countries involves
exposure to economic systems that are generally less mature and political
systems that are generally less stable than those of developed countries. In
addition, investing in companies in emerging markets countries may also involve
exposure to national policies that may restrict investment by foreigners and
undeveloped legal systems governing private and foreign investments and private
property. The typically small size of the markets for securities issued by
companies in emerging markets countries and the possibility of a low or
nonexistent volume of trading in those securities may also result in a lack of
liquidity and in price volatility of those securities. Furthermore, investing in
securities of companies in the formerly communist countries of Eastern Europe
and the People's Republic of China involves additional risks to those associated
with investments in companies in non-formerly communist emerging markets
countries. Specifically, those countries could convert back to a single economic
system, and the claims of property owners prior to the expropriation by the
communist regime could be settled in favor of the former property owners, in
which case the Portfolio could lose its entire investment in those countries.
These risks are carefully considered by Keystone prior to the purchase of these
securities.

Fluctuations in foreign exchange rates impose an additional level of risk,
possibly affecting the value of the Fund's foreign investments and earnings, as
well as gains and losses realized through trades, and the unrealized
appreciation or depreciation of investments. The Fund may also incur costs when
it shifts assets from one country to another.

PRICING SHARES
The net asset value of a Portfolio 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 purposes of pricing Portfolio
shares) except on days when changes in the value of the Portfolio's securities
do not affect the current net asset value of its shares. The Exchange is
currently 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 Portfolio is arrived at by determining the
value of the Portfolio's assets, subtracting its liabilities and dividing the
result by the number of its shares outstanding.

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

1. securities that are traded on a national securities exchange or on the
over-the-counter National Market System ("NMS") are valued on the basis of the
last sales price on the exchange where primarily traded or NMS prior to the
time of the valuation, provided that a sale has occurred and that this price
reflects current market value according to procedures established by the Board
of Trustees;

2. securities traded in the over-the-counter market, other than NMS, are
valued at the mean of the bid and asked prices at the time of valuation;

3. short-term investments having maturities of more than sixty days for
which market quotations are readily available, are valued at current market
value; where market quotations are not available, such instruments are valued
at fair value as determined by the Board of Trustees;

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

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

6. the following securities are valued at prices deemed in good faith to be
fair under procedures established by the Board of Trustees: (a) securities,
including restricted securities, for which complete quotations are not readily
available; (b) listed securities or those on NMS if, in the Portfolio's
opinion, the last sales price does not reflect a current market value or if no
sale occurred; and (c) other assets.

Foreign securities are generally valued on the basis of valuations provided by
a pricing service, approved by the Fund's Board of Trustees, which uses
information with respect to transactions in such securities, quotations from
broker-dealers, market transactions in comparable securities, and various
relationships between securities and yield to maturity in determining value.

DIVIDENDS AND TAXES
The Portfolio has qualified and intends to continue to qualify as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code"). The Portfolio qualifies if, among other things, it distributes to its
shareholders at least 90% of its net investment income for its fiscal year. The
Portfolio 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 dividend declared in October, November, or December to
shareholders of record in such a month, and paid by the following January 31,
will be includable in the taxable income of the shareholder as if paid on
December 31 of the year in which such dividend was declared.

If the Portfolio 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 Portfolio will make distributions from its net investment income and net
capital gains, if any, 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 than
those of Class A shares, and income distributions paid by the Portfolio with
respect to Class A shares will generally be greater than those paid with respect
to Class B and Class C shares.

Shareholders receive Portfolio distributions in the form of additional shares
of that class of shares upon which the distribution is based or, at the
shareholder's option, in cash. Portfolio distributions in the form of additional
shares are made at net asset value without the imposition of a sales charge.

Dividends and distributions are taxable whether they are received in cash or
in shares. Income dividends and net short-term gains dividends are taxable as
ordinary income. Net long-term gains dividends are taxable as capital gains
regardless of how long the Portfolio's shares are held. If Portfolio shares held
for less than six months are sold at a loss, however, such loss will be treated
for tax purposes as a long-term capital loss to the extent of any long-term
capital gains dividends received.

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

If more than 50% of the value of the Portfolio's total assets at the end of a
fiscal year is represented by securities of foreign corporations and the
Portfolio elects to make foreign tax credits available to its shareholders, a
shareholder will be required to include in his gross income both actual
dividends and the amount the Portfolio advises him is his pro rata portion of
income taxes withheld by foreign governments from interest and dividends paid on
the Portfolio's investments. The shareholder will be entitled, however, to take
the amount of such foreign taxes withheld as a credit against his U.S. income
tax, or to treat the foreign tax withheld as an itemized deduction from his
gross income, if that should be to his advantage. In substance, this policy
enables the shareholder to benefit from the same foreign tax credit or deduction
that he would have received if he had been the individual owner of foreign
securities and had paid foreign income tax on the income therefrom. As in the
case of individuals receiving income directly from foreign sources, the above
described tax credit and deductions are subject to certain limitations.

In the event the Fund establishes additional Portfolios, each Portfolio will
be considered, and intends to qualify as, a regulated investment company.

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 general supervision of the Fund's Board of Trustees, Keystone
provides investment advice, management, and administrative services to the Fund.

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

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

Pursuant to the Investment Advisory and Management Agreement (the "Advisory
Agreement") with the Fund, Keystone provides investment advisory and management
services to the Fund. Keystone manages the investment and reinvestment of the
Fund's assets, supervises the operation of the Fund, provides all necessary
office space, facilities, equipment, and personnel and arranges, at the request
of the Fund, for its employees to serve as officers or agents of the Fund.

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

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;

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

During the fiscal year ended September 30, 1996, the Fund paid or accrued to
Keystone investment management and administrative services fees of $5,668,408,
which represented 0.91% of the Fund's average daily net assets on an annualized
basis. Of such amount, Keystone retained $4,106,917 for its services to the
Fund.

A management fee of 0.75% is higher than that paid by most other investment
companies. However, the Fund's fee structure is comparable to that of other
global and international funds subject to the higher costs involved in managing
a portfolio of predominantly international securities.

The Advisory Agreement continues in effect from year to year only so long as
such continuance is specifically approved at least annually by the Board of
Trustees or by vote of a majority of the outstanding shares of the Portfolio. In
either case, the terms of the Advisory Agreement and continuance thereof must be
approved by the vote of a majority of Independent Trustees (Trustees, including
a majority of the Trustees who are not interested persons of the Fund, as
defined in the 1940 Act, and who have no direct or indirect financial interest
in the Distribution Plans or any agreement related thereto) cast 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 or Keystone or by a vote of shareholders of the Fund. The
Advisory Agreement will terminate automatically upon its assignment.

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

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

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

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

SUBADVISER
Keystone has entered into a Subadvisory Agreement with CLIAM (the "Subadvisory
Agreement"), an international investment management firm located at 50 Rowes
Wharf, Suite 240, Boston, Massachusetts 02110. CLIAM is a subsidiary of Credit
Lyonnais, which is among the world's largest banks, with $250 billion in assets
and offices in 76 countries. Under the Subadvisory Agreement, CLIAM provides the
Portfolio with certain investment advisory services, and Keystone pays CLIAM at
the beginning of each fiscal quarter a fee for its services that represents 50%
of the management fee paid by the Portfolio to Keystone for the preceding
quarter on Portfolio assets of up to $250,000,000 and 30% of the management fee
paid by the Portfolio to Keystone for the preceding quarter on Portfolio assets
in excess of $250,000,000. The Fund has no responsibility to pay CLIAM's fee.

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

The Subadvisory Agreement may be terminated, without penalty, on 60 days'
written notice by the Fund or Keystone or by a vote of shareholders of the
Portfolio. The Subadvisory Agreement will terminate automatically upon its
assignment.

For the year ended September 30, 1996, Keystone paid or accrued $1,561,491 to
CLIAM for its services as subadviser to the Portfolio.

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

PORTFOLIO MANAGER
Margery C. Parker has been the Fund's Portfolio Manager since July 1996. Ms.
Parker is currently a Keystone Vice President and has been an equity
investment professional with Keystone since 1988.

FUND EXPENSES
The Portfolio pays all of its expenses. In addition to the investment advisory
fees discussed above, the principal expenses the Portfolio is expected to pay
include, but are not limited to, expenses of certain of its Independent
Trustees; transfer, dividend disbursing, and shareholder servicing agent
expenses; custodian expenses; fees of its independent auditors; expenses of
legal counsel for the Fund and for its Independent Trustees in connection with
legal matters relating to the Fund; fees payable to government agencies,
including registration and qualification fees attributable to the Portfolio 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
Portfolio also pays its brokerage commissions, interest charges and taxes.

For the fiscal year ended September 30, 1996, the Portfolio's Class A, Class B
and Class C shares each paid 1.62%, 2.40% and 2.40%, respectively, of their
respective average class net assets in expenses, including indirectly paid fees.

During the fiscal year ended September 30, 1996, the Fund paid or accrued to
Keystone Investor Resource Center, Inc. ("KIRC") $2,013,849 for services
rendered as the the Fund's transfer and dividend disbursing agent, and $26,856
to Keystone for certain accounting services. KIRC, a wholly-owned subsidiary of
Keystone, is located at 200 Berkeley Street, Boston, Massachusetts
02116-5034.

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
Portfolio, Keystone may consider as a factor the number of shares of the
Portfolio sold by the broker-dealer. In addition, broker-dealers executing
portfolio transactions may, from time to time, be affiliated with the Fund,
Keystone, CLIAM, the Fund's principal underwriter, or their affiliates.

The Portfolio may pay higher commissions to broker-dealers that provide
research services. Keystone may use these services in advising the Portfolio as
well as in advising its other clients.

PORTFOLIO TURNOVER
The Portfolio's portfolio turnover rate for the fiscal years ended September
30, 1995 and 1996 were 35% and 67%, respectively.

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

HOW TO BUY SHARES
You may purchase shares of the Portfolio from any broker-dealer that has a
selling agreement with the Principal Underwriter. The Principal Underwriter, a
wholly-owned subsidiary of Keystone, is located at 200 Berkeley Street, Boston,
Massachusetts 02116-5034. See "Fund Management and Expenses" for more
information on how the Merger will affect the Fund's underwriting arrangements.

In addition, you may purchase shares of the Portfolio by mailing to the
Portfolio, 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 Portfolio. You may also telephone 1-800-343-2898 to obtain the number of an
account to which you can wire or electronically transfer funds and then send in
a completed account application. Subsequent investments in any amount may be
made by check, by wiring federal funds, by direct deposit or by an electronic
funds transfer ("EFT").

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

Orders for shares received other than as stated above will receive the
offering price equal to the net asset value next determined (generally the next
business day's offering price).

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

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

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

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

ALTERNATIVE SALES OPTIONS
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 contingent deferred sales charge ("CDSC") 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 qualified retirement plan or a
non-qualified deferred compensation plan or a Title I tax sheltered annuity or
TSA Plan sponsored by an organization having 100 or more eligible employees (a
"Qualifying Plan"), in either case without a front-end sales charge, will be
subject to a CDSC for the 24-month period following the date of purchase.

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

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

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

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

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

CLASS A SHARES

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

AS A % OF CONCESSION TO
AS A % OF NET AMOUNT DEALERS AS A % OF
AMOUNT OF PURCHASE OFFERING PRICE INVESTED* OFFERING PRICE
- -------------------------------------------------------------------------------
Less than $50,000 ......... 5.75% 6.10% 5.25%
$50,000 but less than
$100,000 ................ 4.75% 4.99% 4.25%
$100,000 but less than
$250,000 ................ 3.75% 3.90% 3.25%
$250,000 but less than
$500,000 ................ 2.50% 2.56% 2.25%
$500,000 but less than
$1,000,000 .............. 1.50% 1.52% 1.50%
- ----------
*Rounded to the nearest one-hundredth percent.

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

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

Purchases of Class A shares made for the benefit of a Chilean insurance
company, mutual fund or retirement plan (a "Chilean Investor") in the amount of
$1,000,000 or more will also be an NAV Purchase.

With respect to such NAV Purchases, Keystone will pay broker/dealers or others
concessions in accordance with (1) the investor's cumulative purchases during
the one-year period beginning with the date of the initial NAV Purchase and (2)
the investor's cumulative purchases during each subsequent one-year period
beginning with the first NAV Purchase following the end of the prior period. For
such purchases, concessions will be paid at the following rate: 1.00% of the
investment amount up to $2,999,999; plus 0.50% of the investment amount between
$3,000,000 and $4,999,999; plus 0.25% of the investment amount over $4,999,999.
Upon redemption within two years of NAV Purchases by a Chilean Investor of any
shares upon which the payment of a concession paid in full at the time of
purchase was based, a prorated portion of such concession shall be returned to
the Principal Underwriter.

With the exception of Class A shares acquired by an Educational TSA Plan or
certain non-U.S. investors or a Chilean Investor, Class A shares acquired in an
NAV Purchase are subject to a CDSC of 1.00% upon redemption during the 24- month
period commencing on the date the shares were originally purchased. Class A
shares acquired by an "Educational TSA Plan", certain non-U.S. investors or a
Chilean Investor in an NAV Purchase are not subject to a CDSC.

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

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

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

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

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

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

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

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

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

No CDSC is imposed on amounts redeemed thereafter.

With respect to Class B shares purchased prior to June 1, 1995, the Fund, with
certain exceptions, imposes a CDSC 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 CDSC is imposed on amounts redeemed thereafter.

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

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

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

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

CLASS C SHARES
Class C shares are offered only through broker-dealers who have entered into
special distribution agreements with the Principal Underwriter. Class C shares
are offered at net asset value, without an initial sales charge. With certain
exceptions, the Portfolio imposes a CDSC of 1.00% on shares redeemed within one
year after the date of purchase. No CDSC is imposed on amounts redeemed
thereafter. If imposed, the CDSC is deducted from the redemption proceeds
otherwise payable to you. The CDSC is retained by the Principal Underwriter. See
"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 the Principal Underwriter (which may
reallow all or part to others, such as broker-dealers) (1) as commissions for
Class C shares sold and (2) as shareholder service fees. Amounts paid or accrued
to the Principal Underwriter under (1) and (2) in the aggregate may not exceed
the annual limitation referred to above.

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

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

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

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

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

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

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

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

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

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

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

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

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

The NASD currently limits the amount that the Portfolio may pay annually in
distribution costs for the sale of its shares and shareholder service fees. The
NASD limits annual expenditures to 1.00% of the aggregate average daily net
asset value of the Portfolio's shares, of which 0.75% may be used to pay such
distribution costs and 0.25% may be used to pay shareholder service fees. The
NASD also limits the aggregate amount that the Fund may pay for such
distribution costs to 6.25% of gross share sales since the inception of the
12b-1 Distribution Plan, plus interest at the prime rate plus 1% on such amounts
(less any CDSCs paid by shareholders to the Principal Underwriter), remaining
unpaid from time to time.

The Principal Underwriter intends, but is not obligated, to continue to pay or
accrue distribution charges incurred in connection with a Class B Distribution
Plan that exceed current annual payments permitted to be received by the
Principal Underwriter from the Portfolio ("Advances"). The Principal Underwriter
intends to seek full reimbursement for such Advances from the Portfolio
(together with annual interest thereon at the prime rate plus 1%) at such time
in the future as, and to the extent that, payment thereof by the Portfolio would
be within the permitted limits.

If the Fund's Independent Trustees authorize such payments, the effect would
be to extend the period of time during which the Portfolio incurs the maximum
amount of costs allowed by a Class B Distribution Plan.

In connection with financing its distribution costs, including commission
advances to broker-dealers and others, the Principal Underwriter has sold to a
financial institution substantially all of its 12b-1 fee collection rights and
CDSC collection rights in respect of Class B shares sold during the period
commencing approximately June 1, 1995 and ending November 30, 1996. The Fund has
agreed not to reduce the rate of payment of 12b-1 fees in respect of such Class
B shares, unless it terminates such shares' Distribution Plan completely. If it
terminates such Distribution Plan, the Fund may be subject to adverse
distribution consequences.

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

Unpaid distribution costs at fiscal year end September 30, 1996 were:
$8,808,488 for Class B shares purchased prior to June 1, 1995 (4.78% of net
class assets of such Class B shares); $12,279,880 for Class B shares purchased
on or after June 1, 1995 (6.10% of net class assets of such Class B shares); and
$8,207,020 for Class C shares (6.59% of Class C net class assets).

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

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

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

The redemption value equals the net asset value per share adjusted for
fractions of a cent and may be more or less than your cost depending upon
changes in the value of the Portfolio's portfolio securities between purchase
and redemption. A CDSC may be imposed by the Portfolio at the time of redemption
of certain shares as explained in "Alternative Sales Options."

If imposed, a CDSC is deducted from the redemption proceeds otherwise payable
to you.

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

The Portfolio 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 CDSC (as described
above), will be made within seven days thereafter except as discussed herein.

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

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

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

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

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

SMALL ACCOUNTS
Due to the high cost of maintaining small accounts, the Portfolio 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 CDSCs are
applied to such redemptions.

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

The Portfolio 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 Portfolio
cannot dispose of its investments or fairly determine their value; or (4) the
Securities and Exchange Commission so orders.

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

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

EXCHANGES
If you have obtained the appropriate prospectus, you may exchange shares of
the Portfolio for shares of certain other Keystone America Funds and Keystone
Liquid Trust ("KLT") as follows:

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

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

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

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

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

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

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

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

and are still subject to a CDSC, 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. As noted above, if the shares being tendered for
exchange are still subject to a CDSC, such charge will carry over to the shares
being acquired in the exchange transaction. The Portfolio reserves the right to
terminate this exchange offer or to change its terms, including the right to
change the fee for any exchange.

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

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

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

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

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

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

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

SYSTEMATIC INCOME PLAN
Under a Systematic Income Plan, if your account has a value of at least
$10,000, you may arrange for regular monthly or quarterly fixed withdrawal
payments. Each payment must be at least $100 and may be as much as 1.5% per
month or 4.5% per quarter of the total net asset value of the Portfolio shares
in your account when a Systematic Income Plan was opened. Fixed withdrawal
payments are not subject to a CDSC. 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 Portfolio's shares while participating in a Systematic Income Plan.

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

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

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

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

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

PERFORMANCE DATA
From time to time the Fund may advertise "total return" and "current yield."
ALL DATA IS BASED ON HISTORICAL RESULTS. PAST PERFORMANCE SHOULD NOT BE
CONSIDERED REPRESENTATIVE OF RESULTS FOR ANY FUTURE PERIOD OF TIME.

Total return and current yield are computed separately for each class of
shares of the Fund.

Total return refers to average annual compounded rates of return over
specified periods determined by comparing the initial amount invested in a
particular class to the ending redeemable value of that amount. The resulting
equation assumes reinvestment of all dividends and distributions and deduction
of the maximum sales charge or applicable CDSC 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 Portfolio may also include comparative
performance data for each class of shares when advertising or marketing the
Portfolio's shares, such as data from Lipper Analytical Services, Inc.,
Morningstar, Inc., Standard & Poor's Corporation, Ibbotson Associates or other
industry publications.

FUND SHARES
The Fund currently issues Class A, B, and C 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 Class A, B and C shares or other
expenses that the Board of Trustees may designate as class expenses from time to
time, are borne solely by the relevant class; (2) each class of shares having a
Distribution Plan has exclusive voting rights with respect to its Distribution
Plan; (3) each class has different exchange privileges; and (4) each class
generally has a different designation. Commencing January 2, 1997, the Fund
currently intends to offer Class Y shares.

When issued and paid for, the shares will be fully paid and nonassessable by
the Fund. Class A, B and C shares may be exchanged as explained under
"Shareholder Services," but will have no other preference, conversion, exchange
or preemptive rights. Shares are redeemable, transferable and freely assignable
as collateral. The Fund is authorized to issue additional series or classes of
shares.

When available, Class Y shares will not be offered to the general public and
will be available only to (1) persons who at or prior to December 31, 1994 owned
shares in a mutual fund advised by Evergreen Asset Management Corp. ("Evergreen
Asset") of Purchase, New York, (2) certain institutional investors and (3)
investment advisory clients of Capital Management Group of First Union National
Bank of North Carolina, Evergreen Asset or their affiliates. Class Y shares will
be offered under a separate prospectus.

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 Fund's
Declaration of Trust, shareholders have the right to remove Trustees by an
affirmative vote of two-thirds of the outstanding shares. A special meeting of
the shareholders will be held when holders of 10% of the outstanding shares
request a meeting for the purpose of removing a Trustee. The Fund is prepared to
assist shareholders in communications with one another for the purpose of
convening such a meeting as prescribed by Section 16(c) of the 1940 Act.

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

ADDITIONAL INFORMATION
When the Fund determines from its records that more than one account in the
Fund is registered in the name of a shareholder or shareholders having the same
address, upon notice to those shareholders, the Fund intends, when an annual
report or a 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 Portfolio 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 also may 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 Portfolio may be subject to the risks associated with
the holding of such property overseas. 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.

TIME DEPOSITS
The Portfolio may acquire time deposits or obligations issued by
international agencies, such as the International Bank for Reconstruction and
Development, the Asian Development Bank, or the Inter-American Bank.
Additionally, the Portfolio may purchase certificates of deposit, bankers'
acceptances, time deposits, or other similar obligations issued by foreign
banks.

MASTER DEMAND NOTES
Master demand notes are unsecured obligations that permit the investment of
fluctuating amounts by the Portfolio at varying rates of interest pursuant to
direct arrangements between the Portfolio, 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 Portfolio 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, and the borrower may repay up to
the full amount of the note without penalty. Notes purchased by the Portfolio
permit the Portfolio to demand payment of principal and accrued interest at any
time (on not more than seven days' notice). Notes acquired by the Portfolio may
have maturities of more than one year, provided (1) the Portfolio 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 the borrower, such instruments are not normally traded and there is no
secondary market for these notes, although they are repayable by the borrower at
face value plus accrued interest at any time. Accordingly, the Portfolio'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 Portfolio will
invest in them only if the issuer meets the criteria established for commercial
paper.

REPURCHASE AGREEMENTS
The Portfolio may enter into repurchase agreements; i.e., the Portfolio
purchases a security subject to the Fund's obligation to resell and the seller's
obligation to repurchase that security at an agreed upon price and date, such
date usually being not more than seven days from the date of purchase. The
resale price is based on the purchase price plus an agreed upon current market
rate of interest that (for purposes of the transaction) is generally unrelated
to the coupon rate or maturity of the purchased security. A repurchase agreement
imposes an obligation on the seller to pay the agreed upon price, which
obligation is in effect secured by the value of the underlying security. The
value of the underlying security is at least equal to the amount of the agreed
upon resale price and marked to market daily to cover such amount. The Portfolio
may enter into such agreements only with respect to U.S. government and foreign
government securities, which may be denominated in U.S. or foreign currencies.
The Portfolio may enter into such repurchase agreements with foreign banks and
securities dealers approved in advance by the Fund's Trustees. Whether a
repurchase agreement is the purchase and sale of a security or a collateralized
loan has not been definitively established. This might become an issue in the
event of the bankruptcy of the other party to the transaction. It does not
presently appear possible to eliminate all risks involved in repurchase
agreements. These risks include the possibility of an increase in the market
value of the underlying securities or inability of the repurchaser to perform
its obligation to repurchase coupled with an uncovered decline in the market
value of the collateral, including the underlying securities, as well as delay
and costs to the Portfolio in connection with enforcement or bankruptcy
proceedings. Therefore, it is the policy of the Portfolio to enter into
repurchase agreements only with large, well-capitalized banks that are members
of the Federal Reserve System and with primary dealers in U.S. government
securities (as designated by the Federal Reserve Board) whose creditworthiness
has been reviewed and found satisfactory by the Portfolio's advisers.

REVERSE REPURCHASE AGREEMENTS
Under a reverse repurchase agreement, the Portfolio would sell securities and
agree to repurchase them at a mutually agreed upon date and price. The Portfolio
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 Portfolio enters into a reverse repurchase
agreement, it will establish a segregated account with the Portfolio's custodian
containing liquid assets 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 which the Portfolio is obligated to
repurchase may decline below the repurchase price.

FOREIGN SECURITIES
The Portfolio may invest in securities principally traded in securities
markets outside the United States. 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, particularly emerging market country companies, than about a U.S.
company, 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,
particularly with respect to companies in the formerly communist countries of
Eastern Europe and the People's Republic of China, 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 United States).

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

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

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

Derivatives can be used by investors such as the Portfolio 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 Portfolio is permitted to use derivatives
for one or more of these purposes. Each of these uses entails greater risk than
if derivatives were used solely for hedging purposes. The Portfolio uses futures
contracts and related options for hedging purposes. Derivatives are a valuable
tool which, when used properly, can provide significant benefit to Portfolio
shareholders. Keystone is not an aggressive user of derivatives with respect to
the Portfolio. However, the Portfolio may take positions in those derivatives
that are within its investment policies if, in Keystone's judgment, 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 Portfolio'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 and futures is provided
later in this section and is provided in the Portfolio's statement of additional
information. The Portfolio does not presently engage in the use of swaps.

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 Portfolio.

* 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 Portfolio'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 Portfolio'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 Portfolio
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 Portfolio 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 Risk -- 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 Portfolio. 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 Portfolio's use
of derivatives may not always be an effective means of, and sometimes could be
counterproductive to, furthering the Portfolio's investment objective.

OPTIONS TRANSACTIONS
WRITING COVERED OPTIONS. The Portfolio may write (i.e., sell) covered call and
put options. By writing a call option, the Portfolio 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 Portfolio 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 Portfolio also
may write straddles (combinations of covered puts and calls on the same
underlying security).

The Portfolio may only write "covered" options. This means that so long as the
Portfolio 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 Portfolio might own substantially similar U.S. Treasury
bills. If the Portfolio has written options against all of its securities that
are available for writing options, the Portfolio 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 Portfolio does not expect, however, that this
will occur.

The Portfolio 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 Portfolio 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 Portfolio might lose the potential for gain on the
underlying security while the option is open, and by writing a put option, the
Portfolio might become obligated to purchase the underlying security for more
than its current market price upon exercise.

PURCHASING OPTIONS. The Portfolio may purchase put or call options for the
purpose of offsetting previously written put or call options of the same
series.

If the Portfolio is unable to effect a closing purchase transaction with
respect to covered options it has written, the Portfolio 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 Portfolio 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 Portfolio's
ability to use such options to achieve its investment objective.

OPTIONS TRADING MARKETS. Options in which the Portfolio 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 Portfolio. 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 Portfolio is subject to the investment restrictions
described in this prospectus and the statement of additional information.

The staff of the SEC is of the view that the premiums that the Portfolio pays
for the purchase of unlisted options and the value of securities used to cover
unlisted options written by the Portfolio are considered to be invested in
illiquid securities or assets for the purpose of calculating whether the
Portfolio is in compliance with its fundamental investment restriction relating
to illiquid securities.

FUTURES TRANSACTIONS
The Portfolio may enter into currency and other financial futures contracts
and write options on such contracts. The Portfolio intends to enter into such
contracts and related options for hedging purposes. The Portfolio will enter
into securities, currencies 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 Portfolio 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 remains in
effect until the contract is terminated.

The Portfolio may sell or purchase currency and other financial futures
contracts. When a futures contract is sold by the Portfolio, 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 Portfolio 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 Portfolio, 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 Portfolio
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 Portfolio intends to purchase.

The Portfolio also intends to purchase put and call options on currency and
other financial futures contracts for hedging purposes. A put option purchased
by the Portfolio would give it the right to assume a position as the seller of a
futures contract. A call option purchased by the Portfolio 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 Portfolio to pay a premium. In
exchange for the premium, the Portfolio 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 Portfolio's loss will be limited to the amount of the
premium and any transaction costs.

The Portfolio 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 Portfolio'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 Portfolio will be able to enter into an offsetting
transaction with respect to a particular contract at a particular time. If the
Portfolio is not able to enter into an offsetting transaction, the Portfolio
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 options transactions are intended to enable the Portfolio
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 Portfolio's futures position did not
correspond to changes in the value of its investments. This lack of correlation
between the Portfolio'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
Portfolio's futures position and the securities or currencies held by or to be
purchased for the Portfolio. In addition, futures contracts transactions involve
the remote risk that a party participating in a transaction will not be able to
fulfill its obligations and the amount of the obligation will exceed the ability
of the clearing broker to satisfy. Keystone will attempt to minimize these risks
through careful selection and monitoring of the Portfolio's futures and options
positions.

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

FOREIGN CURRENCY TRANSACTIONS
As discussed above, the Portfolio may invest in securities of foreign issuers.
When the Portfolio invests in foreign securities they usually will be
denominated in foreign currencies, and the Portfolio temporarily may hold funds
in foreign currencies. Thus, the value of Portfolio 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 Portfolio 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 Portfolio will deliver and receive when the contract is completed) is fixed
when the Portfolio enters into the contract. The Portfolio usually will enter
into these contracts to stabilize the U.S. dollar value of a security it has
agreed to buy or sell. The Portfolio intends to use these contracts to hedge the
U.S. dollar value of a security it already owns, particularly if the Portfolio
expects a decrease in the value of the currency in which the foreign security is
denominated. Although the Portfolio 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 Portfolio's investments denominated in foreign
currencies will depend on the relative strength of those currencies and the U.S.
dollar, and the Portfolio may be affected favorably or unfavorably by changes in
the exchange rates or exchange control regulations between foreign currencies
and the U.S. 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 Portfolio. The Portfolio may also purchase
and sell options related to foreign currencies in connection with hedging
strategies.

LOANS OF SECURITIES TO BROKER-DEALERS
The Portfolio may lend securities to brokers and 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 Portfolio if, as a result, the
aggregate of all outstanding securities loans exceeds 15% of the value of the
Portfolio's total assets taken at their current value. The Portfolio 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 Portfolio if, in the
opinion of the Portfolio, 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.

ZERO COUPON "STRIPPED" BONDS
A zero coupon (interest) "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. These bonds mature on
the payment dates of the interest or principal which they represent. 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
individally against the issuer 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 income 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 coupon (interest) payments and the
principal payments from 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 values at the time of
sale) may apply to determine the gain or loss on a sale of any such zero coupon
bonds.

<PAGE>

EXHIBIT A

REDUCED SALES CHARGES

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

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

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

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

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

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

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

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

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

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

The Purchaser or his dealer must inform the Principal Underwriter or KIRC that
a Letter of Intent is in effect each time a purchase is made.
<PAGE>
---------------------------------------
KEYSTONE AMERICA
FUND FAMILY

()

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

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

[logo] KEYSTONE
INVESTMENTS

Keystone Investment Distributors Company
200 Berkeley Street
Boston, Massachusetts 02116-5034
[recycle logo]

GOF-P 12/96
3M

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

[graphic omitted]

GLOBAL
OPPORTUNITIES
FUND

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

[logo]

PROSPECTUS AND
APPLICATION

<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND

PART A

CLASS Y PROSPECTUS

<PAGE>
KEYSTONE GLOBAL OPPORTUNITIES FUND
PROSPECTUS DECEMBER 10, 1996

CLASS Y

This prospectus provides information regarding the Portfolio's Class Y shares,
which the Fund will begin offering January 2, 1997. Information on share classes
may be found in the "Fund Shares" section of this prospectus.

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

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.

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

TABLE OF CONTENTS
Page

Fee Table 2
Financial Highlights 3
The Fund 6
Global Opportunities Portfolio -- Investment Objective and Policies 6
Investment Restrictions 8
Risk Factors 8
Pricing Shares 9
Dividends and Taxes 10
Fund Management and Expenses 11
How to Buy Shares 14
How to Redeem Shares 15
Shareholder Services 17
Performance Data 18
Fund Shares 19
Additional Information 19
Additional Investment Information (i)

FEE TABLE
KEYSTONE GLOBAL OPPORTUNITIES FUND
The purpose of this fee table is to assist investors in understanding the
costs and expenses that an investor in Class Y shares of the Fund will bear
directly or indirectly. For more complete descriptions of the various costs and
expenses, see the following sections of this prospectus: "Fund Management and
Expenses"; "How to Buy Shares"; and "Shareholder Services."

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES CLASS Y SHARES
NO LOAD
OPTION(1)
---------
<S> <C>
Maximum Sales Load Imposed on Purchases ....................................................................... None
(as a percentage of offering price)
Deferred Sales Load ............................................................................................ None
(as a percentage of the lesser of original purchase price or redemption proceeds, as applicable)
Exchange Fee (per exchange)(2) ................................................................................. $10.00

ANNUAL FUND OPERATING EXPENSES(3)
(as a percentage of average net assets)
Management Fees ............................................................................................... 0.91%
12b-1 Fees ..................................................................................................... None
Other Expenses ................................................................................................. 0.46
----
Total Fund Operating Expenses .................................................................................. 1.37%
====

<CAPTION>
EXAMPLES(4) 1 YEAR 3 YEARS
<S> <C> <C>
You would pay the following expenses on a $1,000 investment, assuming (1) 5% annual return and (2)
redemption at the end of each period:
Class Y ........................................................................................... $14 $43
You would pay the following expenses on the same investment, assuming no redemption at the end of each
period:
Class Y ........................................................................................... $14 $43
AMOUNTS SHOWN IN THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<FN>
- ----------
(1) Class Y shares are available only through broker-dealers who have entered into special distribution agreements with Keystone
Investment Distributors Company, the Fund's principal underwriter.
(2) 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.")
(3) Expense ratio is estimated for the Fund's fiscal year ending September 30, 1997. Total Fund Operating Expenses include
indirectly paid expenses. Excluding indirectly paid expenses, the expense ratio for Class Y shares is expected to be 1.35%.
The Fund also offers Class A, B and C shares which have different expenses and sales charges.
(4) 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 GLOBAL OPPORTUNITIES FUND
GLOBAL OPPORTUNITIES PORTFOLIO -- CLASS A SHARES
(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

<TABLE>
<CAPTION>
MARCH 16, 1988
(COMMENCEMENT OF
YEAR ENDED SEPTEMBER 30, OPERATIONS) TO
---------------------------------------------------------------------------------- SEPTEMBER 30,
1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE BEGINNING
OF YEAR ................. $23.43 $19.42 $18.02 $11.69 $12.89 $ 9.89 $11.17 $ 9.77 $10.00
------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS
Net investment income
(loss) .................. (0.06) (0.16) (0.04) (0.14) (0.08) 0.17 0.19 0.09 0.05
Net realized and unrealized
gain (loss) on investments
and foreign currency related
transactions ............ 1.19 4.17 1.60 6.47 0.23 3.06 (1.27) 1.66 (0.28)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ............ 1.13 4.01 1.56 6.33 0.15 3.23 (1.08) 1.75 (0.23)
------ ------ ------ ------ ------ ------ ------ ------ ------
LESS DISTRIBUTIONS FROM
Net investment income ..... 0.00 0.00 0.00 0.00 0.00 (0.23) (0.12) (0.09) 0.00
Net realized gains on
investments ............. 0.00 0.00 (0.16) 0.00 (1.35) 0.00 (0.08) (0.26) 0.00
------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ..... 0.00 0.00 (0.16) 0.00 (1.35) (0.23) (0.20) (0.35) 0.00
------ ------ ------ ------ ------ ------ ------ ------ ------
NET ASSET VALUE END OF YEAR $24.56 $23.43 $19.42 $18.02 $11.69 $12.89 $ 9.89 $11.17 $ 9.77
====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN(b) ........... 4.82% 20.65% 8.74% 54.15% 1.81% 32.71% (9.65%) 16.94% (1.20%)
RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS:
Total expenses .......... 1.62%(c) 1.83%(c) 2.01% 2.84% 2.50%(a) 2.03%(a) 2.00%(a) 2.00%(a) 1.50%(a)(d)
Net investment income
(loss) ................ (0.53%) (0.83%) (0.86%) (1.72%) (0.69%) 1.49% 1.80% 0.86% 1.42%(d)
Portfolio turnover rate ... 67% 35% 32% 64% 75% 134% 51% 13% 19%
AVERAGE COMMISSION RATE
PAID .................... $0.0079 N/A N/A N/A N/A N/A N/A N/A N/A
------ ----- ----- ----- ----- ----- ----- ----- -----
NET ASSETS END OF YEAR
(THOUSANDS) ............. $250,427 $94,679 $71,122 $29,942 $10,859 $2,159 $1,519 $1,378 $1,082
<FN>
(a) Figures are net of expense reimbursement by Keystone in connection with voluntary expense limitations. Before the
expense reimbursement, the Ratio of total expenses to average net assets would have been 3.67%, 7.77%, 10.39%,
13.06%, and 5.54% for the years ended September 30, 1992, 1991, 1990, 1989 and the period March 16, 1988
(Commencement of Operations) to September 30, 1988, respectively.
(b) Excluding applicable sales charges.
(c) Ratio of total expenses to average net assets includes indirectly paid expenses. Excluding indirectly paid
expenses, the expense ratio would have been 1.60% and 1.81% for the years ended September 30, 1996 and 1995,
respectively.
(d) Annualized.
</FN>
</TABLE>
<PAGE>
FINANCIAL HIGHLIGHTS

KEYSTONE GLOBAL OPPORTUNITIES FUND
GLOBAL OPPORTUNITIES PORTFOLIO -- CLASS B SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS:
Total expenses ................................ 2.40%(b) 2.58%(b) 2.83% 3.35%(c)
Net investment loss ........................... (1.37%) (1.59%) (1.61%) (1.86%)(c)
Portfolio turnover rate ......................... 67% 35% 32% 64%
AVERAGE COMMISSION RATE PAID .................... $0.0079 N/A N/A N/A
------ ----- ----- -----
NET ASSETS END OF YEAR (THOUSANDS) .............. $385,839 $238,320 $131,695 $15,534

<FN>
(a) Excluding applicable sales charges.
(b) Ratio of total expenses to average net assets includes indirectly paid expenses. Excluding indirectly paid
expenses, the expense ratio would have been 2.38% and 2.56% for the years ended September 30, 1996 and 1995,
respectively.
(c) Annualized.
</FN>
</TABLE>
<PAGE>

FINANCIAL HIGHLIGHTS

KEYSTONE GLOBAL OPPORTUNITIES FUND
GLOBAL OPPORTUNITIES PORTFOLIO -- CLASS C SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

RATIOS/SUPPLEMENTAL DATA
RATIOS TO AVERAGE NET ASSETS:
Total expenses ................................ 2.40%(b) 2.58%(b) 2.85% 3.04%(c)
Net investment loss ........................... (1.38%) (1.59%) (1.62%) (1.55%)(c)
Portfolio turnover rate ......................... 67% 35% 32% 64%
AVERAGE COMMISSION RATE PAID .................... $0.0079 N/A N/A N/A
------ ----- ----- -----
NET ASSETS END OF YEAR (THOUSANDS) .............. $124,549 $86,339 $50,535 $6,217

<FN>
(a) Excluding applicable sales charges.
(b) Ratio of total expenses to average net assets includes indirectly paid expenses. Excluding indirectly paid
expenses, the expense ratio would have been 2.38% and 2.56% for the years ended September 30, 1996 and 1995,
respectively.
(c) Annualized.
</FN>
</TABLE>
<PAGE>

GLOBAL OPPORTUNITIES PORTFOLIO --
INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE
The Portfolio's investment objective is capital growth. In selecting its
investments, the Portfolio attempts to identify those companies within various
countries and industries that have the best opportunities for above-average
increases in revenues and earnings and strong prospects for continued revenue
growth. In addition, the Portfolio seeks to identify those countries and
industries where economic and political factors, including currency movements,
are likely to produce above-average growth.

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

OTHER ELIGIBLE INVESTMENTS
When, in the opinion of Keystone, market conditions warrant, the Portfolio may
invest 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, that at the date of investment is rated A-1 (the highest
grade given by Standard & Poor's Corporation ("S&P"), PRIME-1 (the highest
grade given by Moody's Investor Service ("Moody's")) or, if not rated by such
services, is issued by a company that at the date of investment has an
outstanding issue rated A or better by S&P or Moody's; (2) obligations,
including certificates of deposit and bankers' acceptances, of banks or savings
and loan associations having at least $1 billion in deposits 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 that 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. When the Portfolio's assets are being invested for temporary
defensive purposes, the Portfolio is not pursuing its investment objective.

Moreover, a need for cash due to large liquidations from the Portfolio when
the prices of small and mid cap stocks are declining could result in losses to
the Portfolio.

PRICING SHARES
The net asset value of a Portfolio 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 purposes of pricing Portfolio
shares) except on days when changes in the value of the Portfolio's securities
do not affect the current net asset value of its shares. The Exchange is
currently 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 Portfolio is arrived at by determining the
value of the Portfolio's assets, subtracting its liabilities and dividing the
result by the number of its shares outstanding.

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

2. securities traded in the over-the-counter market, other than NMS, are
valued at the mean of the bid and asked prices at the time of valuation;

Any taxable dividend declared in October, November, or December to
shareholders of record in such a month and paid by the following January 31 will
be includable in the taxable income of the shareholder as if paid on December 31
of the year in which such dividend was declared.

The Portfolio will make distributions from its net investment income and net
capital gains, if any, at least annually.

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

In the event the Fund establishes additional Portfolios, each Portfolio will
be considered, and intends to qualify as, a regulated investment company.

FUND MANAGEMENT AND EXPENSES

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

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

The Advisory Agreement continues in effect from year to year only so long as
such continuance is specifically approved at least annually by the Board of
Trustees or by vote of a majority of the outstanding shares of the Portfolio. In
either case, the terms of the Advisory Agreement and continuance thereof must be
approved by the vote of a majority of the Independent Trustees (Trustees,
including a majority of the Trustees who are not interested persons of the Fund,
as defined in the 1940 Act, and who have no direct or indirect financial
interest in any of the Fund's Distribution Plans or any agreement related
thereto) cast in person at a meeting called for the purpose of voting on such
approval.

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

For the year ended September 30, 1996, Keystone paid or accrued $1,561,491 to
CLIAM for its services as subadviser to the Portfolio.

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

PORTFOLIO MANAGER
Margery C. Parker has been the Fund's Portfolio Manager since July 1996.
Ms. Parker is currently a Keystone Vice President and has been an equity
investment professional with Keystone since 1988.

FUND EXPENSES
The Portfolio pays all of its expenses. In addition to the investment advisory
fees discussed above, the principal expenses the Portfolio is expected to pay
include, but are not limited to, expenses of certain of its Independent
Trustees; transfer, dividend disbursing, and shareholder servicing agent
expenses; custodian expenses; fees of its independent auditors; expenses of
legal counsel for the Fund and for its Independent Trustees in connection with
legal matters relating to the Fund; fees payable to government agencies,
including registration and qualification fees attributable to 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 for the
Class A, B and C shares. The Fund also pays its brokerage commissions, interest
charges and taxes.

During the fiscal year ended September 30, 1996, the Fund paid or accrued to
Keystone Investor Resource Center, Inc. ("KIRC") $2,013,849 for services
rendered as the Fund's transfer and dividend disbursing agent, and $26,856 to
Keystone for certain accounting services. KIRC, a wholly-owned subsidiary of
Keystone, is located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

The Portfolio may pay higher commissions to broker-dealers that provide
research services. Keystone may use these services in advising the Portfolio as
well as in advising its other clients.

PORTFOLIO TURNOVER
The Portfolio's portfolio turnover rate for the fiscal years ended September
30, 1995 and 1996 were 35% and 67%, respectively.

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

HOW TO BUY SHARES

Class Y shares are offered at net asset value without a front-end or back-end
sales load. Class Y shares are not offered to the general public and are
available only to (1) persons who at or prior to December 31, 1994 owned shares
in a mutual fund advised by Evergreen Asset Management Corp. ("Evergreen Asset")
of Purchase, New York, (2) certain institutional investors and (3) investment
advisory clients of Capital Management Group of First Union National Bank of
North Carolina, Evergreen Asset or their affiliates.

You may purchase shares of the Portfolio from any broker-dealer that has a
selling agreement with the Principal Underwriter. The Principal Underwriter, a
wholly-owned subsidiary of Keystone, is located at 200 Berkeley Street, Boston,
Massachusetts 02116-5034. See "Fund Management and Expenses" for information on
how the Merger will affect the Fund's underwriting arrangements.

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

Orders for Class Y shares received other than as stated above will receive the
offering price equal to the net asset value per share next determined (generally
the next business day's offering price).

The initial purchase amount must be at least $1,000, which may be waived in
certain circumstances. There is no minimum amount for subsequent purchases.

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

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

ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS
The Principal Underwriter may, from time to time, provide promotional
incentives to certain broker-dealers whose representatives have sold or are
expected to sell significant amounts of Fund shares. In addition, broker-dealers
may, from time to time, receive additional cash payments. The Principal
Underwriter may also provide written information to broker-dealers with whom it
has dealer agreements that relates to sales incentive campaigns conducted by
such broker-dealers for their representatives as well as financial assistance in
connection with pre-approved seminars, conferences and advertising. No such
programs or additional compensation will be offered to the extent they are
prohibited by the laws of any state or any self-regulatory agency such as the
NASD.

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

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

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

The Portfolio 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 will be made within seven days
thereafter except as discussed herein.

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

GENERAL
The Portfolio 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.

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

EXCHANGES
If you have obtained the appropriate prospectus, you may exchange Class Y
shares of the Portfolio for Class Y shares of certain other Keystone America
Funds at net asset value by calling or writing to KIRC.

The exchange fee is $10. The exchange fee is waived for individual investors
who make an exchange using KARL. The Portfolio reserves the right to terminate
this exchange offer or to change its terms, including the right to change the
fee for any exchange.

Orders for exchanges received by the Portfolio prior to 4:00 p.m. eastern time
on any day the funds are open for business will be executed at the respective
net asset values of each fund's Class Y shares determined as of the close of
business that day. Orders for exchanges received after 4:00 p.m. eastern time on
any business day will be executed at the respective net asset values determined
at the close of the next business day.

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

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

TWO DIMENSIONAL INVESTING
You may elect to have income and capital gains distributions from any Class Y
Keystone America Fund shares you may own automatically invested to purchase the
same class of shares of certain other Keystone America Funds. You may select
this service on your application and indicate the Keystone America Fund (s) into
which distributions are to be invested.

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

Total return and current yield are computed separately for each class of
shares of the Fund.

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

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

FUND SHARES
The Fund issues Class A, B, C and Y 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 Class A, B and C shares or other expenses that the Board of
Trustees may designate as class expenses from time to time, are borne solely by
the relevant class; (2) each class of shares having a Distribution Plan has
exclusive voting rights with respect to its Distribution Plan; (3) each class
has different exchange privileges; and (4) each class generally has a different
designation.

Class A shares bear most of the costs of distribution of such shares through
payment of a front-end sales load while Class B and Class C shares bear such
expenses through a higher annual distribution fee. As a result, 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.

Class Y shares are not subject to a front-end sales load or a contingent
deferred sales charge and pay no distribution expenses. Therefore, income
distributions paid by the Fund on Class Y shares will be greater than those paid
with respect to Class A, B and C shares.

When issued and paid for, the shares will be fully paid and nonassessable by
the Fund. Class Y shares may be exchanged as explained under "Shareholder
Services," but will have no other preference, conversion, exchange or preemptive
rights. Shares are redeemable, transferable and freely assignable as collateral.
The Fund is authorized to issue additional series or classes of shares.

<PAGE>

ADDITIONAL INVESTMENT INFORMATION

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

TIME DEPOSITS
The Portfolio may acquire time deposits or obligations issued by international
agencies, such as the International Bank for Reconstruction and Development, the
Asian Development Bank, or the Inter-American Bank. Additionally, the Portfolio
may purchase certificates of deposit, bankers' acceptances, time deposits, or
other similar obligations issued by foreign banks.

Following is a general discussion of important risk factors and issues
concerning the use of derivatives that investors should understand before
investing in the Portfolio.

* 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 Portfolio's interest.

PURCHASING OPTIONS. The Portfolio may purchase put or call options for the
purpose of offsetting previously written put or call options of the same
series.

<PAGE>
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KEYSTONE AMERICA
FUND FAMILY

()

[logo]KEYSTONE
INVESTMENTS

Keystone Investment Distributors Company
200 Berkeley Street
Boston, Massachusetts 02116-5034
[recycle logo]

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KEYSTONE

[graphic omitted]

GLOBAL
OPPORTUNITIES
FUND

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[logo]

PROSPECTUS AND
APPLICATION
Class Y Shares
<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND

PART B

STATEMENT OF ADDITIONAL INFORMATION

ALL CLASSES

<PAGE>
KEYSTONE GLOBAL OPPORTUNITIES FUND

STATEMENT OF ADDITIONAL INFORMATION

DECEMBER 10, 1996

This statement of additional information pertains to all classes of
shares of Keystone Global Opportunities Fund (the "Fund"). It is not a
prospectus, but relates to, and should be read in conjunction with, either the
prospectus offering Class A, B and C shares dated December 10, 1996 or the
separate prospectus offering Class Y shares dated December 10, 1996. Copies of
each prospectus may be obtained from the Fund's principal underwriter, Keystone
Investment Distributors Company (the "Principal Underwriter"), or your
broker-dealer. The Fund's Principal Underwriter is located at 200 Berkeley
Street, Boston, Massachusetts 02116-5034.

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TABLE OF CONTENTS
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Page

The Fund 2
Investment Objective and Policies 2
Investment Restrictions 3
Distributions and Taxes 5
Valuation of Securities 6
Brokerage 8
Sales Charges 10
Distribution Plans 14
Trustees and Officers 17
Investment Management 21
Principal Underwriter 25
Declaration of Trust 27
Expenses 27
Standardized Total Return
and Yield Quotations 29
Financial Statements 30
Additional Information 31
Appendix A-1

<PAGE>
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THE FUND
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The Fund is an open-end, diversified management investment company
commonly known as a mutual fund that is authorized to issue more than one series
of shares. At this time, the Fund issues only one series of shares, the Global
Opportunities Portfolio (the "Portfolio"). The Global Opportunities Portfolio
seeks capital growth.

The Fund was formed as a Massachusetts business trust on June 17, 1987.
The Fund is managed and advised by Keystone Investment Management Company
("Keystone") and has as its subadviser Credit Lyonnais International Asset
Management, North America ("CLIAM").

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

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INVESTMENT RESTRICTIONS
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FUNDAMENTAL INVESTMENT RESTRICTIONS

The Portfolio has adopted the fundamental investment restrictions set
forth below, which may not be changed without the vote of a majority of the
Portfolio's outstanding voting shares (as defined in the Investment Company Act
of 1940 (the "1940 Act")). Unless otherwise stated, all references to Portfolio
assets are in terms of current market value.

The Portfolio may not do the following:

(1) purchase any security of any issuer (other than any security issued
or guaranteed as to principal or interest by the U.S., its agencies or
instrumentalities) 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, except that the Portfolio may borrow money from banks
and/or enter into reverse repurchase agreements for temporary or emergency
purposes in aggregate amounts up to one-third of the value of the Portfolio's
net assets provided that no additional investments shall be made at any time
that outstanding borrowings (including amounts payable under reverse repurchase
agreements) exceed 5% of the Portfolio's assets;

(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 Portfolio may purchase or hold debt
securities, including nonpublicly offered debt securities and convertible 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 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 U.S. government securities; (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 it may engage in
currency and other financial futures contracts and related options transactions;

(12) underwrite securities of other issuers, except that the Portfolio
may purchase securities from the issuer or others and dispose of such securities
in a manner consistent with its investment objectives;

(13) purchase any security (other than U.S. government securities) of
any issuer if as a result the Portfolio would hold more than 10% of the voting
securities of the issuer; and

(14) purchase any security for the purpose of control or management.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

Additional restrictions adopted by the Fund, which may be changed by
the Board of Trustees, provide that the Portfolio 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 one-half
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 or Keystone Management, Inc. ("Keystone Management") have a
substantial beneficial interest in the securities of such issuer. Portfolio
securities of the Portfolio may not be purchased from or sold or loaned to
Keystone or any affiliate thereof or any of their Directors, officers or
employees; and the Portfolio may not purchase or sell interests in oil, gas or
other mineral exploration or development objectives and policies, purchase
publicly traded securities of companies engaging in such activities.

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.

So long as the Fund's Class A shares are registered for sale in Japan
and Japanese authorities require, the Fund will operate in accordance with
certain additional non-fundamental investment restrictions, which may be changed
by the Board of Trustees, including the following: The Fund may not (1) borrow
money, except that the Fund may borrow money from banks and/or enter into
reverse repurchase agreements for temporary or emergency purposes in aggregate
amounts up to 10% of the value of the Fund's net assets; (2) invest in the stock
of any one issuer if the value of the holdings of the Fund in the equity
securities of such issuer exceeds 10% of the net asset value of the Fund (except
that this limitation does not apply to securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities); and (3) purchase any
securities (other than U.S. governmental securities) of any issuer if as a
result the Fund would hold more than 10% of the stock of the issuer. The Fund
may not purchase securities of any issuer if, as a result, the Fund, together
with other portfolios (if any) of the Fund, would own more than 15% of the stock
of such issuer.

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

The Fund will make distributions from net investment income and net
realized capital gains, if any, annually in shares or, at the option of the
shareholder, in cash. Shareholders who have not opted, prior to the record date
for any distribution, to receive cash will have the number of such shares
determined on the basis of the Portfolio's net asset value per share per class
computed at the end of the day on the ex-dividend date after adjustment for the
distribution. Net asset value is used in computing the number of shares in both
gains and income distribution reinvestments. Account statements and/or checks as
appropriate will be mailed to shareholders within seven days after the Portfolio
pays the distribution. Unless the Portfolio 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 capital 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, regardless of how long the shareholder has held Portfolio shares.
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 long-term capital gain distribution received in connection with
such shares. If the net asset value of the Portfolio'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 Portfolio, they may or may not
occur. The foregoing comments relating to the taxation of dividends and
distributions paid on the Portfolio's shares relate solely to federal income
taxation. Such dividends and distributions may also be subject to state and
local taxes.

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

If more than 50% of the value of the Portfolio's total assets at the
end of a fiscal year is represented by securities of foreign corporations and
the Portfolio elects to make foreign tax credits available to its shareholders,
a shareholder will be required to include in his gross income both actual
dividends and the amount the Portfolio advises him is his pro rata portion of
income taxes withheld by foreign governments from interest and dividends paid on
the Portfolio's investments. The shareholder will be entitled, however, to take
the amount of such foreign taxes withheld as a credit against his U.S. income
tax, or to treat the foreign tax withheld as an itemized deduction from his
gross income, if that should be to his advantage. In substance, this policy
enables the shareholder to benefit from the same foreign tax credit or deduction
that he would have received if he had been the individual owner of foreign
securities and had paid foreign income tax on the income therefrom. As in the
case of individuals receiving income directly from foreign sources, the above
described tax credit and deductions are subject to certain limitations.

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

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

(1) securities that are traded on a national securities exchange or the
over-the-counter National Market System ("NMS") are valued on the basis of the
last sales price on the exchange where primarily traded or NMS prior to the time
of the valuation, provided that a sale has occurred and that this price reflects
current market value according to procedures established by the Board of
Trustees;

(2) securities traded in the over-the-counter market, other than on
NMS, for which market quotations are readily available, are valued at the mean
of the bid and asked prices at the time of valuation;

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

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

(5) short-term investments having maturities of more than sixty days
for which market quotations are readily available, are valued at current market
value; where market quotations are not available, such investments are valued at
fair value as determined by the Fund's Board of Trustees; and

(6) the following securities are valued at prices deemed in good faith
to be fair under procedures established by the Board of Trustees: (a)
securities, including restricted securities, for which complete quotations are
not readily available; (b) listed securities or those on NMS if, in the
Portfolio's opinion, the last sales price does not reflect a current market
value or if no sale occurred; and (c) other assets.

Foreign securities are generally valued on the basis of valuations
provided by a pricing service, approved by the Fund's Board of Trustees, which
uses information with respect to transactions in such securities, quotations
from broker-dealers, market transactions in comparable securities and various
relationships between securities and yield to maturity in determining value.

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

It is Keystone's policy, 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 broker's
ability to effect the transaction at all where a large block is involved; the
availability of the broker to stand ready to execute potentially difficult
transactions in the future; and the financial strength and stability of the
broker. Such considerations are weighed by management in determining the overall
reasonableness of brokerage commissions paid.

Subject to the foregoing, a factor in the selection of brokers is the
receipt of research services, such as analyses and reports concerning issuers,
industries, securities, economic factors and trends and other statistical and
factual information. Any such research and other statistical and factual
information provided by brokers to the Fund 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 Advisory and Management Agreement with the Fund
(the "Advisory Agreement"). The cost, value and specific application of such
information are indeterminable and cannot be practically allocated among the
Fund and other clients of Keystone 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 Advisory Agreement, Keystone is 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 does
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 securities will be
effected through brokerage transactions for which commissions are payable.
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 direct purchase from an issuer of certain securities for the Portfolio in
order to take advantage of the lower purchase price available to members of such
a group. Neither Keystone nor the Fund intends to place securities transactions
with any particular broker-dealer or group thereof. The Fund's Board of
Trustees, however, has determined that the Fund may consider sales of shares as
a factor in the selection of broker-dealers to execute portfolio transactions,
subject to the requirements of best execution, including best price, described
above.

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

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

In no instance are portfolio securities purchased from or sold to
Keystone, the Principal Underwriter, or any of their "affiliated persons", as
defined in the 1940 Act.

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

GENERAL

The Portfolio currently offers Class A, B, and C shares. Commencing January 2,
1997, the Fund currently intends to offer Class Y shares. Class A shares are
offered with a maximum sales charge of 5.75% payable at the time of purchase
("Front-End Load Option"). Class B shares purchased on or after June 1, 1995 are
subject to a contingent deferred sales charge ("CDSC") payable upon redemption
during the 72-month period from and including the month of purchase ("Back-End
Load Option"). Class B shares purchased prior to June 1, 1995 are subject to a
CDSC payable upon redemption within three calendar years after the first year of
purchase. Class B shares purchased on or after June 1, 1995, that have been
outstanding eight years from and including the month of purchase will
automatically convert to Class A shares without the imposition of a front-end
sales charge or exchange fee. Class B shares purchased prior to June 1, 1995,
that have been outstanding during seven calendar years will similarly convert to
Class A shares. (Conversion of Class B shares represented by stock certificates
will require the return of the stock certificates to Keystone Investor Resource
Center, Inc. ("KIRC"), the Fund's transfer and dividend disbursing agent. Class
C shares are sold subject to a CDSC payable upon redemption within one year
after purchase ("Level Load Option"). Class C shares are available only through
broker-dealers who have entered into special distribution agreements with the
Principal Underwriter. Class Y shares are offered at net asset value without a
front-end or back-end sales charge and do not bear any Rule 12b-1 distribution
expenses. Class Y shares are not offered to the general public and are available
only to (1) persons who at or prior to December 31, 1994 owned shares in a
mutual fund advised by Evergreen Asset Management Corp. ("Evergreen Asset") of
Purchase, New York, (2) certain institutional investors and (3) investment
advisory clients of Capital Management Group of First Union National Bank of
North Carolina, Evergreen Asset or their affiliates.

The prospectus for Class A, B and C shares 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 that may apply to subsequent purchases; and a description of applicable
CDSCs. A separate prospectus describes the Class Y shares and contains a general
description of how investors may buy Class Y shares.

CONTINGENT DEFERRED SALES CHARGES

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

CLASS A SHARES

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

CLASS B SHARES

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

With respect to Class B shares purchased prior to June 1, 1995, the
Fund, with certain exceptions, will impose a CDSC of 3.00% on shares redeemed
during the calendar year of purchase and the first calendar year 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 CDSC is imposed on amounts redeemed thereafter.

Amounts received by the Principal Underwriter under the Class B
Distribution Plans are reduced by CDSCs retained by the Principal Underwriter.

CLASS C SHARES

With certain exceptions, the Fund will impose a CDSC of 1.00% on shares
redeemed within one year after the date of purchase. No CDSC is imposed on
amounts redeemed thereafter.

CLASS Y SHARES

No CDSC is imposed on the redemption of Class Y shares.

CALCULATION OF CONTINGENT DEFERRED SALES CHARGE

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

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

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

WAIVER OF SALES CHARGES

Shares of the Portfolio 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 (1) certain Directors,
Trustees, officers, full-time employees and sales representatives of the Fund,
Keystone, Keystone Investments, Inc. ("Keystone Investments"), Keystone
Management, the Principal Underwriter, and certain of their affiliates, who have
been such for not less than ninety days; (2) a pension and profit-sharing plans
established by such companies, and their affiliates, for the benefit of their
Directors, Trustees, officers, full-time employees and sales representatives; or
(3) registered representatives of a firm with a dealer agreement with the
Principal Underwriter; provided, however, that all such sales are made upon the
written assurance that the purchase is made for investment purposes, and that
the securities will not be resold except through redemption by the Fund.

No initial sales charge or CDSC is imposed on purchases or redemptions
of shares of the Portfolio 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 Portfolio or any other fund in the Keystone Investments Family of
Funds purchased pursuant to this waiver is at least $500,000 and any commission
paid by the Fund and such other funds at the time of such purchase is not more
than 1.00% of the amount invested.

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

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

REDEMPTIONS IN KIND

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

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DISTRIBUTION PLANS
- --------------------------------------------------------------------------------

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

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

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

CLASS A DISTRIBUTION PLAN

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

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

CLASS B DISTRIBUTION PLANS

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

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

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

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

CLASS C DISTRIBUTION PLAN

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

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

DISTRIBUTION PLANS - GENERAL

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

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

Any change in a Distribution Plan that would materially increase the
distribution expenses of the Portfolio provided for in a Distribution Plan
requires shareholder approval. Otherwise, a Distribution Plan may be amended by
votes of the majority of both (1) the Fund's Trustees and (2) the Independent
Trustees cast in person at a meeting called for the purpose of voting on such
amendment.

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

- --------------------------------------------------------------------------------
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:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

During the fiscal year ended September 30, 1996, no Trustee affiliated
with Keystone or any officer received any direct remuneration from the Fund.
During the same period, the unaffiliated Trustees received $30,601 in retainers
and fees from the Fund. For the calendar year ended December 31, 1995, annual
retainers and meeting fees paid by all funds in the Keystone Investments Family
of Funds (which includes over 30 mutual funds) totaled approximately $450,716.
As of November 30, 1996, the Trustees and officers beneficially owned less than
1.00% of the Fund's then outstanding Class A, Class B and Class C shares.

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

- --------------------------------------------------------------------------------
INVESTMENT MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

Subject to the general supervision of the Fund's Board of Trustees,
Keystone provides investment advice, management and administrative services to
the Fund. Keystone has provided investment advisory and management services to
investment companies and private accounts since 1932. Keystone is a wholly-owned
subsidiary of Keystone Investments. Both Keystone and Keystone Investments are
located at 200 Berkeley Street, Boston, Massachusetts 02116-5034.

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

Except as otherwise noted below, pursuant to the Advisory Agreement,
Keystone manages and administers the Fund's operation and manages the investment
and reinvestment of the Fund's assets in conformity with the Fund's investment
objective and restrictions. The Advisory Agreement stipulates that Keystone
shall (i) provide office space and all necessary office facilities, equipment
and personnel in connection with its services under the Advisory Agreement (ii)
pay or reimburse the Fund for the compensation of officers and Trustees of the
Fund who are affiliated with Keystone and (iii) pay all expenses of Keystone
incurred in connection with the provision of its services.

The Portfolio shall bear all other expenses, including, but not limited
to, (i) custodian charges and expenses; (ii) bookkeeping and auditors' charges
and expenses; (iii) transfer agent charges and expenses; (iv) fees of
Independent Trustees; (v) brokerage commissions; (vi) brokers' fees and expenses
and issue and transfer taxes; (vii) costs and expenses under the Distribution
Plans; (viii) taxes and trust fees payable to governmental agencies; (ix) the
cost of share certificates; (x) fees and expenses of the registration and
qualification of the Fund and its shares with the Securities and Exchange
Commission (the "Commission") or under state or other securities laws; (xi)
expenses of preparing, printing and mailing prospectuses, statements of
additional information, notices, reports and proxy materials to shareholders of
the Portfolio; (xii) expenses of shareholders' and Trustees' meetings; (xiii)
charges and expenses of legal counsel for the Fund and for the Indepdent
Trustees on matters relating to the Fund; (xiv) charges and expenses of filing
annual and other reports with the SEC and other authorities; and (xi) all
extraordinary charges and expenses of the Fund.

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

Aggregate Net Asset
Management Value of the
Fee Shares 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;

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

The fee charged to the Fund is higher than that charged to most other
investment companies. The fee is comparable, however, to fees charged to other
global and international funds, which, together with the Fund, are subject to
the higher costs involved in managing a portfolio of predominantly international
securities.

The Advisory Agreement continues in effect only if approved at least
annually (i) by the Board of Trustees of the Fund or by a vote of a majority of
the outstanding shares, and (ii) by the vote of a majority of the Independent
Trustees cast in person at a meeting called for the purpose of voting on such
approval. The Advisory 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 Advisory Agreement will terminate automatically upon its
"assignment" as that term is defined in the 1940 Act.

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

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

SUBADVISER

Pursuant to the Advisory Agreement, Keystone has entered into a
subadvisory agreement with CLIAM (the "Subadvisory Agreement") under which
Keystone has delegated certain of its investment advisory services to CLIAM.
Pursuant to the Subadvisory Agreement, CLIAM will, subject to the supervision of
the Fund's Board of Trustees and Keystone, furnish a continuous investment
program for the Portfolio's non-North American portfolio. CLIAM will determine
what securities will be purchased for or sold from the non-North American
portfolio of the Portfolio and will recommend what portion of the Portfolio's
non-North American assets shall be held uninvested.

CLIAM, located at 50 Rowes Wharf, Suite 420, Boston, Massachusetts
02110, is an international investment management firm, established in April
1991, which is wholly-owned by Credit Lyonnais, Paris, France, a financial
institution with assets of approximately $250 billion and over 500 branches in
60 countries.

Pursuant to the Subadvisory Agreement, Keystone pays CLIAM at the
beginning of each fiscal quarter a fee for its services that represents 50% of
the management fee paid by the Portfolio to Keystone for the preceding quarter
on Portfolio assets of up to $250,000,000 and 30% of the management fee paid by
the Portfolio to Keystone for the preceding quarter on Portfolio assets in
excess of $250,000,000. The Portfolio has no responsibility to pay CLIAM's
subadvisory fee.

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

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

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

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

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

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

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

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

The Underwriting Agreements will remain in effect so long as their
terms and continuance are approved at least annually by a majority of (i) the
Independent Trustees cast in person at a meeting called for that purpose, and
(ii) by vote of a majority of Trustees, or by vote of a majority of the
outstanding shares.

The Underwriting Agreements 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 Agreements will terminate automatically
upon their "assignment," as that term is defined in the 1940 Act.

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

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

MASSACHUSETTS BUSINESS TRUST

The Fund is a Massachusetts business trust established under a
Declaration of Trust dated June 17, 1987 (the "Declaration of Trust"). The Fund
is similar in most respects to a business corporation. The principal distinction
between the Fund and a corporation relates to the shareholder liability
described below. A copy of the Declaration of Trust is on file as an exhibit to
the Registration Statement of which this statement of additional information is
a part. This summary is qualified in its entirety by reference to the
Declaration of Trust.

DESCRIPTION OF SHARES

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

SHAREHOLDER LIABILITY

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

VOTING RIGHTS

Under the terms of the Declaration of Trust, the Fund does not hold
annual meetings. At meetings called for the initial election of Trustees or to
consider other matters, shares are entitled to one vote per share. Shares
generally vote together as one class on all matters. Classes of shares of the
Fund have equal voting rights except that each class of shares has exclusive
voting rights with respect to its respective Distribution Plan. No amendment may
be made to the Declaration of Trust 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 will not be liable for
errors of judgment or mistakes of fact or law, but nothing in the Declaration of
Trust protects a Trustee against any liability to which he would otherwise be
subject by reason of willful malfeasance, bad faith, gross negligence or
reckless disregard of his duties involved in the conduct of his office.

- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------

INVESTMENT ADVISORY FEES

For each of the Portfolio's last three fiscal years, the table below lists the
total dollar amounts paid by (1) the Portfolio to Keystone for services rendered
under the Advisory Agreement and (2) by Keystone to CLIAM for services rendered
under the SubAdvisory Agreement. For more information, see "Investment
Management."

Fee Paid to Percentage of Fee Paid to
Fiscal Keystone for Fund's Average CLIAM for
Year Services Net Assets Services
Ended Rendered under Represented by Rendered
September the Advisory Keystone's Fee under the
30, Agreement SubAdvisory
Agreement
- --------- -------------- -------------- ---------------
1996 $5,668,408 0.91% $1,561,491
1995 $3,009,974 0.98% $1,432,091
1994 $1,618,327 1.00% $809,163

DISTRIBUTION PLAN EXPENSES

Listed below are the amounts paid by each class of shares under its respective
Distribution Plan to the Principal Underwriter for the fiscal year ended
September 30, 1996. For more information, see "Distribution
Plans."

Class B Shares Class B Shares
Class A Sold Prior to Sold on or Class C
Shares June 1, 1995 after June 1, 1995 Shares
- -------- -------------- ------------------ ---------------
$454,608 $1,870,932 $1,340,049 $1,087,829

UNDERWRITING COMMISSIONS

For each of the Portfolio's last three fiscal years, the table below lists the
aggregate dollar amounts of underwriting commissions (front-end sales charges,
plus distribution fees, plus CDSCs) paid with respect to the public distribution
of the Portfolio's shares. The table also indicates the aggregate dollar amount
of underwriting commissions retained by the Principal Underwriter. For more
information, see "Principal Underwriter" and "Sales Charges."

Aggregate Dollar
Amount of
Fiscal Year Aggregate Dollar Underwriting
Ended Amount of Commissions Retained
September Underwriting by the Principal
30, Commissions Underwriter
- ----------- ---------------- --------------------------------
1996 $6,424,039 $0
1995 $3,227,507 $0
1994 $2,918,303 $0

BROKERAGE COMMISSIONS

For each of the Portfolio's last three fiscal years, the table below lists the
aggregate dollar amounts paid by the Portfolio in brokerage commissions. For
more information, see "Brokerage."

For the Aggregate Dollar
Fiscal Year Amount of Brokerage
Ended Commissions Paid
September 30,
- -------------- -------------------------------------------
1996 $1,809,181
1995 $454,203
1994 $668,228

- --------------------------------------------------------------------------------
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 years 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, if applicable, 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 returns for Class A shares for the five year
period ended September 30, 1996 and the period from March 16, 1988 (commencement
of operations) to September 30, 1996 were 103.41% and 181.79%, respectively. The
average annual rates of return for Class A shares for the one and five year
periods ended September 30, 1996 and the period from commencement of operations
to September 30, 1996 were 4.82% (not including sales charge), 15.26% and
12.89%, respectively.

The cumulative total returns for Class B and Class C shares for the
period February 1, 1993 (commencement of operations) through fiscal year ended
September 30, 1996 were 68.91% (including CDSCs), and 72.26%, respectively. The
average annual rates of return for Class B and Class C shares for the one year
period ended September 30, 1996 were 0.00% (including CDSCs) and 4.04%,
respectively. The average annual rates of return for Class B and Class C shares
for the period beginning February 1, 1993 (commencement of operations) through
September 30, 1996 were 15.37% (including CDSCs) and 15.99%, respectively.

Information on Class Y shares is not yet available.

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

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

Schedule of Investments as of September 30, 1996;

Financial Highlights for each of the years in the eight-year period
ended September 30, 1996 and the period from March 16, 1988
(Commencement of Operations) to September 30, 1988 for Class A shares;

Financial Highlights for each of the years in the three-year period
ended September 30, 1996 and for the period from February 1, 1993 (Date
of Initial Public Offering) to September 30, 1993 for Class B and Class
C shares;

Statement of Assets and Liabilities as of September 30, 1996;

Statement of Operations for the year ended September 30, 1996;

Statements of Changes in Net Assets for each of the years in the
two-year period ended September 30, 1996;

Notes to Financial Statements; and

Independent Auditors' Report dated November 1, 1996.

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

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

State Street Bank and Trust Company, located at 225 Franklin Street,
Boston, Massachusetts 02110, is custodian of all securities and cash of the Fund
(the "Custodian"). The Custodian, in addition to its custodial services, is
responsible for accounting and related recordkeeping on behalf of the Fund.

KPMG Peat Marwick LLP, located at 99 High Street, Boston, Massachusetts
02110, Certified Public Accountants, are the Independent Auditors of the Fund.

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

As of November 30, 1996, Merrill Lynch Pierce, Fenner & Smith, Attn:
Book Entry, 4800 Deer Lake Dr. E 3rd, FL, Jacksonville, Fl 32246-6484 owned
11.37% of the outstanding Class A shares of the Fund.

As of November 30, 1996, Rofe & Co., P.O. Box 5061, Boston, MA
02206-5061 owned 36.89% of the outstanding Class A shares of the Fund.

As of November 30, 1996, Merrill Lynch Pierce, Fenner & Smith, Atten:
Book Entry, 4800 Deer Lake Dr E 3rd Fl, Jacksonville, Fl 32246-6484 owned 27.14%
of the outstanding Class B shares of the Fund.

As of November 30, 1996, Merrill Lynch Pierce, Fenner & Smith, Atten:
Book Entry, 4800 Deer Lake Dr E 3rd Fl, Jacksonville, Fl 32246-6484 owned 50.02%
of the outstanding Class C shares of the Fund.

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

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

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

The Fund is one of 16 different investment companies in the Keystone
America Fund Family, which offers a range of choices to serve shareholder needs.
In addition to the Fund, the Keystone America Fund Family consists of the
following Funds having the various investment objectives described below:

KEYSTONE CAPITAL PRESERVATION AND INCOME FUND - Seeks high current income,
consistent with low volatility of principal, by investing in adjustable rate
securities issued by the U.S. government, its agencies or instrumentalities.

KEYSTONE FUND FOR TOTAL RETURN - Seeks total return from a combination of
capital growth and income from dividend paying common stocks, preferred stocks,
convertible bonds, other fixed-income securities and foreign securities (up to
50%).

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

KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC. - Seeks capital
appreciation by investment primarily in small and medium-sized companies in a
relatively early stage of development that are principally traded in the
over-the-counter market.

KEYSTONE INTERMEDIATE TERM BOND FUND - Seeks income, capital preservation and
price appreciation potential from investment grade corporate bonds.

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

KEYSTONE STATE TAX FREE FUND - A mutual fund consisting of four separate series
of shares investing in different portfolio securities which seeks the highest
possible current income, exempt from federal income taxes and applicable state
taxes.

KEYSTONE STATE TAX FREE FUND - SERIES II - A mutual fund consisting of two
separate series of shares investing in different portfolio securities which
seeks the highest possible current income, exempt from federal income taxes and
applicable state taxes.

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

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

KEYSTONE WORLD BOND FUND - Seeks total return from interest income, capital
gains and losses and currency exchange gains and losses from investment in debt
securities denominated in U.S. and foreign currencies.

KEYSTONE FUND OF THE AMERICAS - Seeks long-term growth of capital through
investments in equity and debt securities in North America (the United States
and Canada), and Latin America (Mexico and countries in South and Central
America).

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

KEYSTONE BALANCED FUND II - Seeks current income and capital appreciation
consistent with the preservation of capital.

KEYSTONE SMALL COMPANY GROWTH FUND II - Seeks long-term growth of capital by
investing primarily in equity securities with small market capitalizations.

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

A. S&P RATINGS

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

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

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

B. MOODY'S RATINGS

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

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.

U.S. CERTIFICATES OF DEPOSIT

U.S. Certificates of deposit are receipts issued by a U.S. 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.

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

TIME DEPOSITS

The Portfolio may acquire time deposits or obligations issued by the
International Bank for Reconstruction and Development, the Asian Development
Bank or the Interamerican Development Bank. Additionally, the Fund may purchase
time deposits certificates of deposit, bankers' acceptances or other similar
obligations issued by non U. S. branches of 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 Portfolio must have been accepted by
commercial banks, having total deposits at the time of purchase in excess of $1
billion.

UNITED STATES 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 Government
National Mortgage Association ("GNMA").

Treasury bills have maturities of one year or less. Treasury notes have
maturities of one to ten years and Treasury bonds generally have maturities of
greater than ten years at the date of issuance. GNMA securities include GNMA
mortgage pass-through certificates. Such securities are supported by the full
faith and credit of the U.S.

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

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 United States 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. While the Fund may invest in such instruments, United
States government securities do not include international agencies or
instrumentalities in which the United States government, its agencies or
instrumentalities participate, such as the World Bank, Asian Development Bank or
the InterAmerican 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 "A" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

Bond ratings are as follows:

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

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

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

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

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

B. 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 invest attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

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

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

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

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

COMMON AND PREFERRED STOCK RATINGS

A. S&P'S EARNINGS AND DIVIDEND RANKINGS FOR COMMON STOCKS

Because the investment process involves assessment of various factors,
such as product and industry position, corporate resources and financial policy,
with results that make some common stocks more highly esteemed than others, S&P
believes that earnings and dividend performance is the end result of the
interplay of these factors and that, over the long run, the record of this
performance has a considerable bearing on relative quality. S&P rankings,
however, do not reflect all of the factors, tangible or intangible, that bear on
stock quality.

Growth and stability of earnings and dividends are deemed key elements
in establishing S&P earnings and dividend rankings for common stocks, which
capsulize the nature of this record in a single symbol.

S&P has established a computerized scoring system based on pershare
earnings and dividend records of the most recent ten years, a period deemed long
enough to measure a company's performance under varying economic conditions. S&P
measures growth, stability within the trend line and cyclicality. The ranking
system also makes allowances for company size, since large companies have
certain inherent advantages over small ones. From these scores for earnings and
dividends are determined.

The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample which
is reviewed and sometimes modified with the following ladder of rankings:

A+ Highest B+ Average C Lowest
A High B Below Average D In Reorganization
A Above Average B Lower

S&P believes its rankings are not a forecast of future market price
performance, but are basically an appraisal of past performance of earnings and
dividends, and relative current standing.

B. MOODY'S COMMON STOCK RANKINGS

Moody's presents a concise statement of the important characteristics
of a company and an evaluation of the grade (quality) of its common stock. Data
presented includes: (a) capsule stock information which reveals short and long
term growth and yield afforded by the indicated dividend, based on a recent
price; (b) a long term price chart which shows patterns of monthly stock price
movements and monthly trading volumes; (c) a breakdown of a company's capital
account which aids in determining the degree of conservatism or financial
leverage in a company's balance sheet; (d) interim earnings for the current year
to date, plus three previous years; (e) dividend information; (f) company
background; (g) recent corporate developments; (h) prospects for a company in
the immediate future and the next few years; and (i) a ten year comparative
statistical analysis.

This information provides investors with information on what a company
does, how it has performed in the past, how it is performing currently and what
its future performance prospects appear to be.

These characteristics are then evaluated and result in a grading, or
indication of quality. The grade is based on an analysis of each company's
financial strength, stability of earnings and record of dividend payments. Other
considerations include conservativeness of capitalization, depth and caliber of
management, accounting practices, technological capabilities and industry
position Evaluation is represented by the following grades:

(1) High Grade
(2) Investment Grade
(3) Medium Grade
(4) Speculative Grade

C. MOODY'S PREFERRED STOCK RATINGS

Preferred stock ratings and their definitions are as follows:

1. aaa: An issue which is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stocks.

2. aa: An issue which is rated "aa" is considered a high-grade
preferred stock. This rating indicates that there is a reasonable assurance that
earnings and asset protection will remain relatively well maintained in the
foreseeable future.

3. a: An issue which is rated "a" is considered to be an upper- medium
grade preferred stock. While risks are judged to be somewhat greater then in the
"aaa" and "aa" classification, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.

4. baa: An issue which is rated "baa" is considered to be a
medium-grade preferred stock, neither highly protected nor poorly secured.
Earnings and asset protection appear adequate at present but may be questionable
over any great length of time.

5. ba: An issue which is rated "ba" is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.

6. b: An issue which is rated "b" generally lacks the characteristics
of a desirable investment. Assurance of dividend payments and maintenance of
other terms of the issue over any long period of time may be small.

7. caa: An issue which is rated "caa" is likely to be in arrears on
dividend payments. This rating designation does not purport to indicate the
future status of payments.

8. ca: An issue which is rated "ca" is speculative in a high degree and
is likely to be in arrears on dividends with little likelihood of eventual
payments.

9. c: This is the lowest rated class of preferred or preference stock.
Issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers 1, 2 and 3 in each rating
classification: 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.
<PAGE>

KEYSTONE GLOBAL OPPORTUNITIES FUND

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

Item 24 (a). Financial Statements

The following financial statements are hereby incorporated by reference from
Registrant's Annual Report, as filed with the Securities and Exchange
Commission.

Schedule of Investments September 30, 1996

Financial Highlights

Class A Shares For each of the years in the
eight-year period ended
September 30, 1996, and the
period March 16, 1988
(commencement of operations) to
September 30, 1988

Class B Shares For each of the years in the
three-year period ended
September 30, 1996, and the
period February 1, 1993 (date of
initial public offering) to
September 30, 1993

Class C Shares For each of the years in the
three-year period ended
September 30, 1996, and the
period February 1, 1993 (date of
initial public offering)
to September 30, 1993

Statement of Assets and September 30, 1996
Liabilities

Statement of Operations Year ended
September 30, 1996

Statements of Changes in Two years ended
Net Assets September 30, 1996

Notes to Financial Statements

Independent Auditors' Report November 1, 1996

All other schedules are omitted as the required information is inapplicable.

<PAGE>

(24)(b) Exhibits

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

Third Amendment to Declaration of Trust(2).

(2) Registrant's By-Laws, as amended (the "By-Laws")(1, 3).

Amendment to By-Laws(2).

(3) Not applicable.

(4)(A) Form of Registrant's Share Certificate(3).

(B) Declaration of Trust(1).

(5)(A) Investment Advisory Agreement between Registrant and Keystone
Investment Management Company (the "Advisory Agreement")(1).

(B) Subadvisory Agreement between Keystone Investment Management Company
and Credit Lyonnais International Asset Management N.A., as amended
(the "Subadvisory Agreement")(1).

(6)(A) Forms of Principal Underwriting Agreements, with respect to Class A, B
and C shares, between Registrant and Keystone Investment Distributors
Company, as amended (the "Class A, B and C Underwriting Agreements")
(1).

(B) Forms of Dealer Agreements, with respect to Class A, B and C shares,
used by Keystone Investment Distributors Company(1).

(C) Underwriting Agreement, with respect to Class A shares, between
Registrant and Kokusai Securities Co., Ltd., as amended (the "Kokusai
Underwriting Agreement")(2).

(D) Form of Principal Underwriting Agreement, with respect to Class Y
shares, between Registrant and Keystone Investment Distributors Company
(the "Class Y Underwriting Agreement")(2).

(7) Not applicable.

(8) Form of Custodian, Fund Accounting and Recordkeeping Agreement between
Registrant and State Street Bank & Trust Company, as amended (the
"Custody Agreement")(1).

(9) Not applicable.

(10) Opinion and consent of counsel(4).

(11) Independent Auditors' Consent(2).

(12) Not applicable.

(13) Subscription Agreements(3, 5).

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

(15) Registrant's Class A, B and C Distribution Plans(1).

(16) Schedules for computation of total return(2).

(17) Financial Data Schedules(2).

(18) Registrant's revised Multiple Class Plan adopted pursuant to Rule
18f-3(2).

(19) Powers of Attorney(2).

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

(1) Filed with Post-Effective Amendment No. 12 ("Post-Effective Amendment
No. 12") to Registration Statement No. 33-18774/811-5404 (the "Registration
Statement") and incorporated by reference herein.

(2) Filed herewith.

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

(4) Filed with Registrant's Rule 24f-2 Notice for the fiscal year ended
September 30, 1996 (the "Rule 24f-2 Notice") and incorporated by reference
herein.

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

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

Item 25. Persons Controlled by or Under Common Control With Registrant

Not applicable.

Item 26. Number of Holders of Securities

Number of Record Holders
Title of Class as of November 30, 1996
-------------- -------------------------

Shares of Beneficial Class A - 8,876
Interest, without par Class B - 24,683
value Class C - 4,777

Item 27. Indemnification

Provisions for the indemnification of Registrant's Trustees and officers
are contained in Article VIII of the Declaration of Trust, a copy of which was
filed with Post-Effective Amendment No. 12 and is incorporated by reference
herein.

Provisions for the indemnification of Keystone Investment Management
Company and Credit Lyonnais International Asset Management, N.A. Registrant's
investment adviser and subadviser, respectively, are contained in Section 6 of
the Advisory Agreement and Section 6 of the Subadvisory Agreement, copies of
which were filed with Post-Effective Amendment No. 12 and are incorporated by
reference herein.

Provisions for the indemnification of Keystone Investment Distributors
Company, Registrant's principal underwriter, are contained in Section 9 of the
Class A, B and C Underwriting Agreements and the Class Y Underwriting Agreement,
copies of which were filed with Post-Effective Amendment No. 12 and herewith,
respectively, and are incorporated by reference herein.

Provisions for the indemnification of Kokusai Securities Co., Ltd., the
Registrant's underwriter in Japan, are contained in Section 11 of the Kokusai
Underwriting Agreement, a copy of which is filed herewith.

Item 28. Businesses and Other Connections of Investment Advisers

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

<PAGE>

LIST OF OFFICERS AND DIRECTORS OF
KEYSTONE INVESTMENT MANAGEMENT COMPANY

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

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

Herbert L. Senior Vice None
Bishop, Jr. President

Donald C. Dates Senior Vice None
President

Gilman Gunn Senior Vice None
President

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

James R. McCall Director and None
President

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

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

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

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

Robert K. Vice President None
Baumback

Betsy A. Blacher Senior Vice None
President

Francis X. Claro Vice President None

Kristine R. Vice President None
Cloyes

Christopher P. Senior Vice None
Conkey President

J. Gary Craven Senior Vice None
President

Richard Cryan Senior Vice None
President

Maureen E. Senior Vice None
Cullinane President

Walter T. Senior Vice None
McCormick President

George F. Wilkins Senior Vice None
President

John F. Addeo Vice President None

Andrew G. Baldassare Vice President None

David S. Benhaim Vice President None

Donald M. Bisson Vice President None

George E. Dlugos Vice President None

Antonio T. Docal Vice President None

Dana E. Erikson Vice President None

Sami J. Karam Vice President None

George J. Kimball Vice President None

JoAnn L. Lyndon Vice President None

John C. Vice President None
Madden, Jr.

Eleanor H. Marsh Vice President None

James D. Medvedeff Vice President None

Stanley M. Niksa Vice President None

Jonathan A. Noonan Vice President None

Robert E. O'Brien Vice President None

Margery C. Parker Vice President None

William H. Vice President None
Parsons

Joyce W. Petkovich Vice President None

Daniel A. Rabasco Vice President None

Harlen R. Sanderling Vice President None

Kathy K. Wang Vice President None

Judith A. Warners Vice President None

Mary J. Willis Vice President None

Peter Willis Vice President None

Richard A. Wisentaner Vice President None

Cheryle E. Wanble Vice President None

Walter Zagrobski Vice President None

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

<PAGE>

LIST OF OFFICERS AND DIRECTORS OF
CREDIT LYONNAIS ASSET MANAGEMENT (NORTH AMERICA)

Position with
Credit Lyonnais
Asset Management Other Business
Name (North America) Affiliations
- ---- ---------------- --------------

Norman Steinberg Senior Vice President None

Joan Baume Director None

Maurice Monbaron Director None

Goodbody Secretarial, Inc. Secretary None

Item 29. Principal Underwriter

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

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

(b) The following table lists additional information for each director and
officer of Registrant's acting principal underwriter see the following pages.

Positions with
Keystone Investment Positions with
Name Distributors Company Registrant
- ---- -------------------- --------------

Ralph J. Spuehler* Director, President None

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

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

Albert H. Elfner, III* Director President

Charles W. Carr* Senior Vice President None

Peter M. Delehanty* Senior Vice President None

J. Kevin Kenely* Vice President None

John D. Rogol* Vice President and None
Controller

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

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

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

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

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

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

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

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

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

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

Robert P. Muligan* Regional Manager and None
Vice President

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

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

Raymond P. Ajemian* Manager and None
Vice President

Jonathan I. Cohen* Vice President None

Michael S. Festa* Vice President None

Russell A. Haskell* Vice President None

Jeffrey M. Landes Vice President None

Joan M. Balchunas* Assistant Vice None
President

Julie A. Robinson Vice President None

John M. McAllister* Vice President None

Thomas J. Gainey* Assistant Vice None
President

Lyman Jackson* Assistant Vice None
President

Eric S. Jeppson* Assistant Vice None
President

Mark Minnucci* Assistant Vice None
President

Ashley M. Norwood* Assistant Vice None
President

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

Item 29(c). - Not applicable

Item 30. Location of Accounts and Records

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

Credit Lyonnais Asset Management (North America)
99 Wall Street
New York, New York 10005

Iron Mountain
3431 Sharp Slot Road
Swansea, MA 02277

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

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Upon request and without charge, Registrant hereby undertakes to furnish a
copy of its latest annual report to shareholders to each person to whom a copy
of the Registrant's prospectus is delivered.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this amendment to its registration
statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to its registration statement to be signed on its behalf
by the undersigned, thereto duly authorized in the City of Boston, and The
Commonwealth of Massachusetts, on the 9th day of December, 1996.

KEYSTONE GLOBAL OPPORTUNITIES FUND

By: /s/ Rosemary D. Van Antwerp
---------------------------
Rosemary D. Van Antwerp
Senior Vice President and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this amendment
to Registrant's registration statement has been signed below by the following
persons in the capacities indicated on the 9th day of December, 1996.

SIGNATURES TITLE

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

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

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

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

<PAGE>

SIGNATURES TITLE

/s/ Frederick Amling Trustee
- ---------------------------
Frederick Amling*

/s/ Charles A. Austin, III Trustee
- ---------------------------
Charles A. Austin, III*

/s/ Edwin D. Campbell Trustee
- ---------------------------
Edwin D. Campbell*

/s/ Charles F. Chapin Trustee
- ---------------------------
Charles F. Chapin*

/s/ K. Dun Gifford Trustee
- ---------------------------
K. Dun Gifford*

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

/s/ F. Ray Keyser, Jr. Trustee
- ---------------------------
F. Ray Keyser, Jr.*

/s/ David M. Richardson Trustee
- ---------------------------
David M. Richardson*

/s/ Richard J. Shima Trustee
- ---------------------------
Richard J. Shima*

/s/ Andrew J. Simons Trustee
- ---------------------------
Andrew J. Simons*

*By /s/ James M. Wall
--------------------------
James M. Wall**
Attorney-in-Fact

** James M. Wall, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named individuals pursuant to powers of attorney
duly executed by such persons and attached hereto as Exhibit 24(b)(19).

<PAGE>

INDEX TO EXHIBITS

Page Number
In Sequential
Exhibit Number Exhibit Numbering System
- -------------- ------- ----------------
1 Declaration of Trust(1)

Third Amendment to Declaration of Trust (2)

2 By-Laws (1, 3)

Amendment to By-Laws (2)

4 (A) Specimen Share Certificate (3)

(B) Declaration of Trust (1)

5 (A) Advisory Agreement (1)

(B) Subadvisory Agreement (1)

6 (A) Class A, B and C Underwriting Agreements (1)

(B) Dealers Agreement (1)

(D) Class Y Underwriting Agreement (2)

8 Custody Agreement (1)

10 Opinion and Consent of Counsel (4)

11 Independent Auditors' Consent (2)

13 Subscription Agreements (3, 5)

14 Model Retirement Plans (6)

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

16 Performance Data Schedules (2)

17 Financial Data Schedules (filed as Exhibit 27) (2)

18 Revised Multiple Class Plan (2)

19 Powers of Attorney (2)

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

(1) Incorporated herein by reference to Post-Effective Amendment No. 12.

(2) Filed herewith.

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

(4) Incorporated by reference to the Rule 24f-2 Notice.

(5) Incorporated by reference to the Registration Statement.

(6) Incorporated herein by reference to Post-Effective Amendment No. 66
to Registration Statement 2-10527/811-96.

KEYSTONE GLOBAL OPPORTUNITIES FUND

THIRD SUPPLEMENTAL

DECLARATION OF TRUST

THIRD SUPPLEMENTAL DECLARATION OF TRUST dated September 19, 1995 made by
George S. Bissell, Albert H. Elfner, III, Frederick Amling, Charles A. Austin,
III, Edwin D. Campbell, Charles F. Chapin, K. Dun Gifford, Leroy Keith, Jr., F.
Ray Keyser, Jr., David M. Richardson, Richard J. Shima and Andrew J. Simons
(hereinafter with their successors referred to as the "Trustees") to DECLARATION
OF TRUST dated June 17, 1987.

WHEREAS, the Trustees have determined to amend the Declaration of Trust to
correct a defective and inconsistent provision in the original Declaration of
Trust which provision was not intended to and is not deemed to have any legal
effect.

NOW THEREFORE, the Trustees hereby declare that they will amend the
Declaration of Trust as hereinafter set forth:

ARTICLE IV, The Trustees, Section 2. Terms of Office of
Trustees, subsection (c) is hereby amended by deleting the
existing subsection (c) in its entirety.

All other provisions of the Declaration of Trust shall continue as
originally stated.

IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have caused this Third Supplemental Declaration of Trust to be executed
on the 13th day of December 1995.

/s/ George S. Bissell
George S. Bissell, Trustee

/s/ Albert H. Elfner, III
Albert H. Elfner, III, Trustee

/s/ Fredrick Amling
Frederick Amling, Trustee

/s/ Charles A. Austin, III
Charles A. Austin, III, Trustee

/s/ Edwin D. Campbell
Edwin D. Campbell, Trustee

/s/ Charles F. Chapin
Charles F. Chapin, Trustee

/s/ K. Dun Gifford
K. Dun Gifford, Trustee

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

/s/ F. Ray Keyser
F. Ray Keyser, Jr., Trustee

/s/ David M. Richardson
David M. Richardson, Trustee

/s/ Richard J. Shima
Richard J. Shima, Trustee

/s/ Andrew J. Simons
Andrew J. Simons, Trustee

#10140438

KEYSTONE GLOBAL OPPORTUNITIES FUND

Revised Article 4, Section 4.1 of the By-Laws as adopted by the Board of
Trustees on June 19, 1996:

4.1 Term. A Trustee shall serve until his or her death, retirement, resignation
or removal from office or until his or her successor is elected and qualifies. A
Trustee holding office shall automatically retire on December 31 of the year in
which he or she reaches the age of seventy-five.

Dated: September 13, 1996

UNDERWRITING AGREEMENT

March 7, 1996

Kokusai Securities Co., Ltd.
Tokyo-Sumitomo Twin Bldg. East,
27-1, Shinkawa 2-chome
Chuo-ku, Tokyo
Japan

Gentlemen:

INTRODUCTION

Keystone Global Opportunities Fund (the "Fund") invites you ("Kokusai") to
act as Underwriter in Japan of the Class A shares ("Shares") of the Fund,
subject to the following terms and conditions:

1. In the distribution and sale in Japan of Shares, Kokusai agrees to act
as principal. Kokusai shall not have authority to act as agent for the Fund,
Keystone Investment Management Company ("Keystone"), Keystone Investment
Distributors Company ("KIDCO") or for any other dealer in respect of such
transactions.

CONCERNING THE CONTINUOUS OFFERING

2. Kokusai intends to undertake the continuous offering and sale of Shares
of the Fund in Japan to Japanese and non-U.S. nationals (the "Continuous
Offering") and the proposed schedule of sales charges, sub-dealer concessions
(if any) and net retention by Kokusai (if sub-dealer concessions exist) will be
as follows:

Kokusai's
Sales Sub-Dealer Net
Amount of Purchase Charge Concession Retention

Less than Y5 million 5.0% 4.0% 1.0%
Y5 million but
less than Y10 million 4.0 3.2 0.8
Y10 million but
less than Y100 million 3.0 2.4 0.6
Y100 million and over 2.0 1.6 0.4

Kokusai will be entitled to continuing maintenance fees for services to its
customers in accordance with the attached schedule of maintenance fees which may
be modified from time to time. Kokusai shall not have any vested right to
receive any continuing maintenance fees on Shares sold by it.

3. The Continuous Offering will be made on a forward pricing basis, i.e.,
orders accepted by Kokusai prior to the close of business in Tokyo and placed
with the Fund the same day prior to the close of the Fund's business day, 5:00
p.m. Boston, Massachusetts time, shall be confirmed at the closing per share net
asset value, which the Fund agrees to furnish to Kokusai each day by telex, and
which Kokusai agrees to make public each day at its head and branch offices.
Orders taken by Kokusai on days when the New York Stock Exchange is closed will
be priced at the closing price on the next day when the New York Stock Exchange
is open. In the event of differences between verbal and telex orders on the one
hand, and written price confirmations on the other, the written price
confirmations shall be considered final.

4. In connection with sales to sub-dealers, the concession to sub-dealers
and Kokusai's net retention shall be subject to the regulations as set forth in
the rules concerning Foreign Securities Transactions of the Japan Securities
Dealers Association ("Association's Rules"). Kokusai agrees to furnish the Fund
with English copies of agreements entered into between Kokusai and its
sub-dealers. Such agreements and sales by sub-dealers shall conform in all cases
to the terms and conditions of this Agreement.

5. Payment at the appropriate per share net asset value shall be made to
the Fund by Kokusai and shall be received by the Fund within ten business days
after its acceptance of Kokusai's order or such shorter time as may be required
by U.S. law.

If such payment is not received by the Fund, it reserves the right without
notice, forthwith to cancel the sale in which case the Fund may hold Kokusai
responsible for any loss to it, provided, however, that this paragraph shall
have no force and effect if Kokusai's failure to pay shall be caused by reason
of force majeure.

6. Kokusai agrees to act as agent of the Fund for the purpose of
facilitating redemptions of Shares of the Fund sold pursuant to the terms of
this Agreement and held by Japanese investors. If Kokusai repurchases Shares
from its customers or customers of sub-dealers, it agrees to pay not less than
the applicable net asset value as in effect on the date of such repurchase.

7. The Fund will not accept from Kokusai any conditional orders for sales
of Shares.

8. The Fund agrees that whenever Kokusai places orders for purchase of
Shares from the Fund or redemption of Shares by the Fund, the Fund shall
unconditionally accept such orders, unless trading on the New York Stock
Exchange has been suspended or there are other reasons, including force majeure,
which prevent such unconditional acceptance. The Fund also agrees to notify
Kokusai promptly by telex after the Fund has executed any such orders from
Kokusai. In the case of sales of Shares to the Fund, the Fund agrees to make
payment to Kokusai within seven days after its acceptance of Kokusai's order or
such shorter time as may be required by this Underwriting Agreement and U. S.
law. Subject to the provisions of this Paragraph 8, if the Fund fails to make
payment to Kokusai as above provided, the Fund agrees to indemnify and save
Kokusai harmless from any loss resulting therefrom.

9. Kokusai will pay all costs and expenses directly attributable to the
Continuous Offering, including costs of translation, filing and legal and
accounting fees and disbursements of auditors and counsel of Keystone and the
Fund in conjunction with the filing under the Ministrial Ordinance of Japanese
Minister of Finance, costs of advertising, publicity and due diligence and other
meetings, costs and expenses of translating, printing and distributing the
Japanese prospectus (hereinafter referred to, in accordance with the
Association's Rules as the "Explanatory Brochure") and other sales literature
for the Continuous Offering.

10. The Fund agrees that Kokusai, on behalf of the Fund, shall prepare, in
conformance with applicable Japanese laws and regulations and the Association's
Rules, the Securities Registration Statements and the Japanese Prospectus
covering the Fund's Continuous Offering based on prospectuses' securities
reports, semi-annual securities reports and material information furnished from
time to time by the Fund in connection with the Fund (hereinafter collectively
referred to as "Prospectuses-Reports"). In preparing the Securities Registration
Statements and the Japanese Prospectus, Kokusai shall rely solely on the
representations contained in the "Prospectuses-Reports." Kokusai agrees that it
will furnish a draft of the Securities Registration Statements and the Japanese
Prospectus to the Fund's designated agent in Tokyo to obtain prior approval for
the contents thereof and will also furnish the Fund with the required number of
Japanese and English language translations of the Securities Registration
Statements and the Japanese Prospectus for filing as required by United States
law. No person is authorized to make any representations concerning Shares of
the Fund except those contained in the then current applicable Securities
Registration Statement and the Japanese Prospectus. Kokusai also agrees that it
will deliver a copy of the then current Japanese Prospectus, at or prior to the
time of sale, to each of its own purchasers, and in the case of sale by
sub-dealers, it will require that they also deliver a copy of such Prospectus to
each of their purchasers.

11. The Fund agrees to indemnify and save Kokusai harmless from any damages
which shall have occurred in the sale of Shares of the Fund pursuant to this
Agreement to the extent such damages result from a false statement of a material
fact contained in the "Prospectuses-Reports" of the Fund, an omission of a
material fact which should be stated therein or an omission of a material fact
necessary to make the statements therein not misleading. If the
"Prospectuses-Reports" or any other material used in connection with the sale of
Fund Shares contains information furnished by Kokusai which information contains
a false statement of a material fact, an omission of a material fact which
should be stated therein, or an omission of a material fact necessary to make
the statement therein not misleading, Kokusai likewise agrees to indemnify and
save the Fund harmless from any damages it shall have incurred in any sale of
Fund Shares pursuant to the terms of this Agreement.

12. The Fund agrees to designate Kokusai, if Kokusai so requests, or such
other representative as shall meet the qualification requirements as set forth
in Section 1 of Article 6 of the Standards of Selection of Foreign Investment
Fund Securities (the "Standard of Selection") as legal agent for service of
process against the Fund.

13. The Fund hereby appoints Kokusai as its agent securities company as
defined in Article 13 of the Association's Rules, and Kokusai agrees that it
will submit to the Association on the Fund's behalf all such documents as may be
required by the provisions of the Association's Rules.

14. The Fund agrees that all its financial statements which appear in the
Japanese Prospectus and Registration Statement, or in annual reports to the
Minister of Finance will be certified by independent certified public
accountants who are licensed public accountants. Any such financial statements
submitted to the Minister of Finance will be manually signed and certified by
such representative. The Fund also agrees to submit semi-annual reports to the
Minister of Finance which need not be certified.

15. The Fund hereby represents and warrants that it currently conforms to
the requirements of the Standard of Selection. The Fund understands that if
subsequently it is made aware that it does not so conform, the Fund will advise
Kokusai promptly and Kokusai may suspend further sales of Shares but, even in
such event, the Fund will continue to be obligated to repurchase or redeem
Shares of the Fund from Kokusai as hereinbefore provided.

16. In offering the Shares of the Fund for sale in Japan, Kokusai agrees to
comply with the applicable laws, rules, regulations and criteria of the Minister
of Finance and Association's Rules.

Kokusai also agrees that any advertisements used by Kokusai will in general
conform to the rules and regulations of the United States Securities and
Exchange Commission related to investment company advertising, copies of which
have been provided to Kokusai.

17. This Agreement is, to the extent applicable, governed by the laws of
Japan.

18. This Agreement shall continue in effect as long as permitted under the
U.S. Investment Company Act of 1940, as amended from time to time, the rules
promulgated thereunder or under the Japanese Securities and Exchange Law of
1948, appropriate exemptions therefrom. This Agreement may be terminated at any
time by mutual consent or by either party upon thirty days' written notice, and
shall terminate automatically in the event of its assignment.

KEYSTONE GLOBAL OPPORTUNITIES FUND

By: /s/ Rosemary D. Van Antwerp
Title: Secretary

ACCEPTED as of the 7th day of March 1996.

KOKUSAI SECURITIES CO., LTD.

By: illegible
Title:

<PAGE>

AMENDMENT TO UNDERWRITING AGREEMENT

BETWEEN:

Kokusai Securities Co., Ltd.
Tokyo-Sumitomo Twin Bldg. East,
27-1, Shinkawa 2-chome
Chuo-ku, Tokyo
Japan

AND

Keystone Global Opportunities Fund
200 Berkeley Street
Boston, Massachusetts 02116
USA

DATED

March 7, 1996

This Amendment is made to an Underwriting Agreement between Kokusai
Securities Co., Ltd. and Keystone Global Opportunities Fund dated March 7, 1996
(the "Agreement").

The parties agree to amend the Agreement by adding paragraph 19 as follows:

"19. The Fund is a Massachusetts business trust
established under a Declaration of Trust, as it may be
amended from time to time. The obligations of the Fund
are not personally binding upon, nor shall recourse be
had against the private property of any of the Trustees,
shareholders, officers, employees or agents of the Fund,
but only the property of the Fund shall be bound."

KEYSTONE GLOBAL OPPORTUNITIES FUND KOKUSAI SECURITIES CO., LTD.

By: /s/ Dorothy E. Bourassa By:/s/ illegible
Title: Assistant Secretary Title:

ACCEPTED as of the 7th day of March 1996.

PRINCIPAL UNDERWRITING AGREEMENT
FOR CLASS Y SHARES OF
KEYSTONE GLOBAL OPPORTUNITIES FUND

AGREEMENT made this 10th day of December, 1996 by and between Keystone
Global Opportunities Fund, a Massachusetts business trust ("Fund"), and Keystone
Investment Distributors Company, a Delaware corporation ("Principal
Underwriter").

It is hereby mutually agreed as follows:

1. The Fund hereby appoints Principal Underwriter a principal underwriter
of the Class Y shares of beneficial interest of the Fund ("Shares") as an
independent contractor upon the terms and conditions hereinafter set forth.
Except as the Fund may from time to time agree, Principal Underwriter will act
as agent for the Fund and not as principal.

2. Principal Underwriter will use its best efforts to find purchasers for
the Shares, to promote distribution of the Shares and may obtain orders from
brokers, dealers or other persons for sales of Shares to them. No such brokers,
dealers or other persons shall have any authority to act as agent for the Fund;
such brokers, dealers or other persons shall act only as principal in the sale
of Shares.

3. Sales of Shares by Principal Underwriter shall be at the applicable
public offering price determined in the manner set forth in the prospectus
and/or statement of additional information of the Fund current at the time of
the Fund's acceptance of the order for Shares; provided that Principal
Underwriter also shall have the right to sell Shares at net asset value, if such
sale is permissible under and consistent with applicable statutes, rules,
regulations and orders. All orders shall be subject to acceptance by the Fund,
and the Fund reserves the right, in its sole discretion, to reject any order
received. The Fund shall not be liable to anyone for failure to accept any
order.

4. On all sales of Shares, the Fund shall receive the current net asset
value.

5. Payment to the Fund for Shares shall be in New York or Boston Clearing
House funds received by Principal Underwriter within ten (10) business days
after notice of acceptance of the purchase order and the amount of the
applicable public offering price has been given to the purchaser. If such
payment is not received within such ten-day period, the Fund reserves the right,
without further notice, forthwith to cancel its acceptance of any such order.
The Fund shall pay such issue taxes as may be required by law in connection with
the issuance of the Shares.

6. Principal Underwriter shall not make in connection with any sale or
solicitation of a sale of the Shares any representations concerning the Shares
except those contained in the then current prospectus and/or statement of
additional information covering the Shares and in printed information approved
by the Fund as information supplemental to such prospectus and statement of
additional information. Copies of the then current prospectus and statement of
additional information and any such printed supplemental information will be
supplied by the Fund to Principal Underwriter in reasonable quantities upon
request.

7. Principal Underwriter agrees to comply with the Rules of Fair Practice
of the National Association of Securities Dealers, Inc.

8. The Fund appoints Principal Underwriter as its agent to accept orders
for redemptions and repurchases of Shares at values and in the manner determined
in accordance with the then current prospectus and/or statement of additional
information of the Fund.

9. The Fund agrees to indemnify and hold harmless the Principal
Underwriter, its officers and Directors and each person, if any, who controls
the Principal Underwriter within the meaning of Section 15 of the Securities Act
of 1933 ("1933 Act"), against any losses, claims, damages, liabilities and
expenses (including the cost of any legal fees incurred in connection therewith)
which the Principal Underwriter, its officers, Directors or any such controlling
person may incur under the 1933 Act, under any other statute, at common law or
otherwise, arising out of or based upon

a) any untrue statement or alleged untrue statement of a material fact
contained in the Fund's registration statement, prospectus or statement of
additional information (including amendments and supplements thereto), or

b) any omission or alleged omission to state a material fact required
to be stated in the Fund's registration statement, prospectus or statement of
additional information necessary to make the statements therein not misleading,
provided, however, that insofar as losses, claims, damages, liabilities or
expenses arise out of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance and in conformity with
information furnished to the Fund by the Principal Underwriter for use in the
Fund's registration statement, prospectus or statement of additional
information, such indemnification is not applicable. In no case shall the Fund
indemnify the Principal Underwriter or its controlling person as to any amounts
incurred for any liability arising out of or based upon any action for which the
Principal Underwriter, its officers and Directors or any controlling person
would otherwise be subject to liability by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of the
reckless disregard of its obligations and duties under this Agreement.

10. The Principal Underwriter agrees to indemnify and hold harmless the
Fund, its officers, Directors and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act against any loss, claims,
damages, liabilities and expenses (including the cost of any legal fees incurred
in connection therewith) which the Fund, its officers, Directors or any such
controlling person may incur under the 1933 Act, under any other statute, at
common law or otherwise arising out of the acquisition of any Shares by any
person which

a) may be based upon any wrongful act by the Principal Underwriter or
any of its employees or representatives, or

b) may be based upon any untrue statement or alleged untrue statement
of a material fact contained in the Fund's registration statement, prospectus or
statement of additional information (including amendments and supplements
thereto), or any omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
if such statement or omission was made in reliance upon information furnished or
confirmed in writing to the Fund by the Principal Underwriter.

11. The Fund agrees to execute such papers and to do such acts and things
as shall from time to time be reasonably requested by Principal Underwriter for
the purpose of qualifying the Shares for sale under the so-called "blue sky"
laws of any state or for registering Shares under the 1933 Act or the Fund under
the Investment Company Act of 1940 ("1940 Act"). Principal Underwriter shall
bear the expense of preparing, printing and distributing advertising, sales
literature, prospectuses and statements of additional information. The Fund
shall bear the expense of registering Shares under the 1933 Act and the Fund
under the 1940 Act, qualifying Shares for sale under the so- called "blue sky"
laws of any state, the preparation and printing of prospectuses, statements of
additional information and reports required to be filed with the Securities and
Exchange Commission and other authorities, the preparation, printing and mailing
of prospectuses and statements of additional information to shareholders of the
Fund, and the direct expenses of the issuance of Shares.

12. The term of this Agreement shall begin on the date hereof and, unless
sooner terminated or continued as provided below, shall expire after two years.
This Agreement shall continue in effect after such term if its continuance is
specifically approved by a majority of the Trustees of the Fund and a majority
of any 12b-1 Trustees referred to in any 12b-1 Plan of the Fund ("Rule 12b-1
Trustees") at least annually in accordance with the 1940 Act and the rules and
regulations thereunder.

This Agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of any Rule 12b-1 Trustees or by a vote of a
majority of the Fund's outstanding Shares on not more than sixty (60) days
written notice to any other party to the Agreement; and shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).

13. This Agreement shall be construed in accordance with the laws of The
Commonwealth of Massachusetts. All sales hereunder are to be made, and title to
the Shares shall pass, in Boston, Massachusetts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized at Boston,
Massachusetts, on the day and year first written above.

KEYSTONE GLOBAL OPPPORTUNITIES FUND

By:

Rosemary D. Van Antwerp
Senior Vice President and
Secretary

KEYSTONE INVESTMENT DISTRIBUTORS COMPANY

By:

Ralph J. Spuehler, Jr.
President

CONSENT OF INDEPENDENT AUDITORS

The Trustees and Shareholders
Keystone Global Opportunities Fund

We consent to the use of our report dated November 1, 1996 incorporated
by reference herein and to the references to our firm under the caption
"FINANCIAL HIGHLIGHTS" in the prospectus.

/S/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Boston, Massachusetts
December 9, 1996

<TABLE>
<CAPTION>
KAGOF CLASS A MTD YTD ONE YEAR THREE YEAR THREE YEAR
30-Sep-96 TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C>
4.75% LOAD -1.37% -1.20% 29.61% 9.03%
no load 1.70% 4.64% 4.82% 37.52% 11.20%

Beg dates 30-Aug-96 29-Dec-95 29-Sep-95 30-Sep-93 30-Sep-93
Beg Value (LOAD) 31,193 30,315 30,263 23,068 23,068
Beg Value (no load) 29,399 28,571 28,523 21,741 21,741
End Value 29,898 29,898 29,898 29,898 29,898

TIME 3

INCEPTION DATE 16-Mar-88

KAGOF CLASS A FIVE YEAR FIVE YEAR TEN YEAR TEN YEAR
30-Sep-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C>
4.75% LOAD 103.41% 15.26% 181.79% 12.89%
no load 115.82% 16.63% 198.98% 13.68%

Beg dates 30-Sep-91 30-Sep-91 16-Mar-88 16-Mar-88
Beg Value (LOAD) 14,699 14,699 10,610 10,610
Beg Value (no load) 13,853 13,853 10,000 10,000
End Value 29,898 29,898 29,898 29,898

TIME 5 8.5416666667

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
KAGOF-B MTD YTD ONE YEAR THREE YEAR THREE YEAR
30-Sep-96 TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C>
with cdsc N/A -0.95% 0.00% 31.46% 9.55%
W/O CDSC 1.61% 4.05% 4.00% 34.46% 10.37%

Beg dates 30-Aug-96 29-Dec-95 29-Sep-95 30-Sep-93 30-Sep-93
Beg Value (no load) 16,918 16,522 16,530 12,785 12,785
End Value (W/O CDSC) 17,191 17,191 17,191 17,191 17,191
End Value (with cdsc) 16,365 16,530 16,807 16,807
beg nav 23.54 22.99 23.00 17.95 17.95
end nav 23.92 23.92 23.92 23.92 23.92
shares originally purchased 718.68 718.68 718.68 712.25 712.25

5% cdsc thru date=> 31-Jan-94
TIME 4% cdsc thru date=> 31-Jan-95 3
INCEPTION DATE 01-Feb-93 3% cdsc effect. date=> 31-Jan-97
2% cdsc effect. date=> 31-Jan-98

KAGOF-B FIVE YEAR FIVE YEAR TEN YEAR TEN YEAR
30-Sep-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C>
with cdsc 68.91% 15.37% NA NA
W/O CDSC 71.91% 15.92% NA NA

Beg dates 01-Feb-93 01-Feb-93 01-Feb-93 01-Feb-93
Beg Value (no load) 10,000 10,000 10,000 10,000
End Value (W/O CDSC) 17,191 17,191 17,191 17,191
End Value (with cdsc) 16,891 16890.783564 17,191 17190.783564
beg nav 14.04 14.04 14.04 14.04
end nav 23.92 23.92 23.92 23.92
shares originally purchased 712.25 712.25 712.25 712.25

TIME 3.6666666667 3.6666666667
INCEPTION DATE 31-Dec-96

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
KAGOF-C MTD YTD ONE YEAR THREE YEAR THREE YEAR
30-Sep-96 TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C> <C>
with cdsc N/A 3.04% 4.04% 34.44% 10.37%
W/O CDSC 1.65% 4.04% 4.04% 34.44% 10.37%

Beg dates 30-Aug-96 29-Dec-95 29-Sep-95 30-Sep-93 30-Sep-93
Beg Value (no load) 16,946 16,558 16,558 12,813 12,813
End Value (W/O CDSC) 17,226 17,226 17,226 17,226 17,226
End Value (with cdsc) 17,060 17,226 17,226 17,226
beg nav 23.58 23.04 23.04 17.99 17.99
end nav 23.97 23.97 23.97 23.97 23.97
shares originally purchased 718.66 718.66 718.66 712.25 712.25

TIME 3

KAGOF-C FIVE YEAR FIVE YEAR TEN YEAR TEN YEAR
30-Sep-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED
<S> <C> <C> <C> <C>
with cdsc 72.26% 15.99% NA NA
W/O CDSC 72.26% 15.99% NA NA

Beg dates 01-Feb-93 01-Feb-93 01-Feb-93 01-Feb-93
Beg Value (no load) 10,000 10,000 10,000 10,000
End Value (W/O CDSC) 17,226 17,226 17,226 17,226
End Value (with cdsc) 17,226 17226 17,226 17226
beg nav 14.04 14.04 14.04 14.04
end nav 23.97 23.97 23.97 23.97
shares originally purchased 712.25 712.25 712.25 712.25

TIME 3.6666666667 3.6666666667

</TABLE>

MULTIPLE CLASS PLAN FOR KEYSTONE GLOBAL OPPORTUNITIES FUND

Keystone Global Opportunities Fund (the "Fund") currently offers four classes of
shares with the following class provisions and current offering and exchange
characteristics. Additional classes of shares (such classes being shares having
characteristics referred to in Rule 18f-3 under the Investment Company Act of
1940, as amended (the "1940 Act")), when created, may have characteristics that
differ from those described.

I. Classes

A. Class A Shares

1. Class A Shares have a distribution plan adopted
pursuant to Rule 12b-1 under the 1940 Act (a "12b-1
Distribution Plan") and/or a shareholder services
plan. The plans provide for annual payments of
distribution and/or shareholder services fees that
are based on a percentage of average daily net
assets of Class A shares, as described in the
Fund's current prospectus.

2. Class A Shares are offered with a front-end sales
load, except that purchases of Class A Shares made
under certain circumstances are not subject to the
front-end load or may be subject to a contingent
deferred sales charge ("CDSC"), as described in the
Fund's current prospectus.

3. Shareholders may exchange Class A Shares of the
Fund for Class A Shares of any other fund described
in the Fund's prospectus.

B. Class B Shares

1. Class B Shares have adopted a 12b-1 Distribution
Plan and/or a shareholder services plan. The plans
provide for annual payments of distribution and/or
shareholder services fees that are based on a
percentage of average daily net assets of Class B
shares, as described in the Fund's current
prospectus.

2. Class B Shares are offered at net asset value
without a front-end sales load, but may be subject
to a CDSC as described in the Fund's current
prospectus.

3. Class B Shares automatically convert to Class A
Shares without a sales load or exchange fee after
designated periods.

4. Shareholders may exchange Class B Shares of the
Fund for Class B Shares of any other fund described
in the Fund's prospectus.

C. Class C Shares

1. Class C Shares have adopted a 12b-1 Distribution
Plan and/or a shareholder services plan. The plans
provide for annual payments of distribution and/or
shareholder services fees that are based on a
percentage of average daily net assets of Class C
shares, as described in the Fund's current
prospectus.

2. Class C Shares are offered at net asset value
without a front-end sales load, but may be subject
to a CDSC as described in the Fund's current
prospectus.

3. Shareholders may exchange Class C Shares of the
Fund for Class C Shares of any other fund described
in the Fund's prospectus.

D. Class Y Shares

1. Class Y Shares have no distribution or shareholder
services plans.

2. Class Y Shares are offered at net asset value
without a front-end sales load or CDSC.

3. Shareholders may exchange Class Y Shares of the
Fund for Class Y Shares of any other fund described
in the Fund's prospectus.

II. Class Expenses

Each class bears the expenses of its 12b-1 Distribution Plan and/or
shareholder services plan. There currently are no other class specific
expenses.

III. Expense Allocation Method

All income, realized and unrealized capital gains and losses and
expenses not assigned to a class will be allocated to each class based
on the relative net asset value of each class.

IV. Voting Rights

A. Each class will have exclusive voting rights on any matter
submitted to its shareholders that relates solely to its class
arrangement.

B. Each class will have separate voting rights on any matter
submitted to shareholders where the interests of one class
differ from the interests of any other class.

C. In all other respects, each class has the same rights and
obligations as each other class.

V. Expense Waivers or Reimbursements

Any expense waivers or reimbursements will be in compliance with Rule
18f-3 issued under the 1940 Act.

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief
Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser
or Manager and registering from time to time the shares of such companies, and
generally to do all such things in my name and in my behalf to enable such
investment companies to comply with the provisions of the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.

/s/ George S. Bissell
George S. Bissell
Director/Trustee,
Chairman of the Board

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chief Executive Officer and for
which Keystone Custodian Funds, Inc. serves as Adviser or Manager and
registering from time to time the shares of such companies, and generally to do
all such things in my name and in my behalf to enable such investment companies
to comply with the provisions of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange Commission thereunder, hereby ratifying and
confirming my signature as it may be signed by my said attorneys to any and all
registration statements and amendments thereto.

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

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Rosemary D. Van Antwerp, Jean S.
Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T. Murphy, each of
them singly, my true and lawful attorneys, with full power to them and each of
them to sign for me and in my name in the capacity indicated below any and all
registration statements, including, but not limited to, Forms N-8A, N-8B-1, S-5,
N-1 and N-1A, as amended from time to time, and any and all amendments thereto
to be filed with the Securities and Exchange Commission for the purpose of
registering from time to time all investment companies of which I am now or
hereafter a Director, Trustee or officer and for which Keystone Custodian Funds,
Inc. serves as Adviser or Manager and registering from time to time the shares
of such companies, and generally to do all such things in my name and in my
behalf to enable such investment companies to comply with the provisions of the
Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ J. Kevin Kenely
J. Kevin Kenely
Treasurer

Dated: December 15, 1995

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Frederick Amling
Frederick Amling
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Charles A. Austin III
Charles A. Austin III
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Edwin D. Campbell
Edwin D. Campbell
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Charles F. Chapin
Charles F. Chapin
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ K. Dun Gifford
K. Dun Gifford
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Leroy Keith, Jr.
Leroy Keith, Jr.
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ F. Ray Keyser,Jr.
F. Ray Keyser, Jr.
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ David M. Richardson
David M. Richardson
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Richard J. Shima
Richard J. Shima
Director/Trustee

Dated: December 14, 1994
<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Andrew J. Simons
Andrew J. Simons
Director/Trustee

Dated: December 14, 1994

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> KEYSTONE GLOBAL OPPORTUNITIES FUND CLASS A

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 674,818,304
<INVESTMENTS-AT-VALUE> 765,490,288
<RECEIVABLES> 7,503,842
<ASSETS-OTHER> 7,116
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 773,001,246
<PAYABLE-FOR-SECURITIES> 10,071,551
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,114,998
<TOTAL-LIABILITIES> 12,186,549
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 211,883,333
<SHARES-COMMON-STOCK> 10,196,063
<SHARES-COMMON-PRIOR> 3,661,273
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 1,502,365
<ACCUMULATED-NET-GAINS> 7,155,760
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 29,885,549
<NET-ASSETS> 250,427,007
<DIVIDEND-INCOME> 1,496,513
<INTEREST-INCOME> 532,659
<OTHER-INCOME> 0
<EXPENSES-NET> (3,026,137)
<NET-INVESTMENT-INCOME> (996,965)
<REALIZED-GAINS-CURRENT> 10,430,916
<APPREC-INCREASE-CURRENT> (144,531)
<NET-CHANGE-FROM-OPS> 9,289,420
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11,443,628
<NUMBER-OF-SHARES-REDEEMED> (5,288,523)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 155,747,792
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (262,412)
<OVERDIST-NET-GAINS-PRIOR> (1,827,771)
<GROSS-ADVISORY-FEES> (1,720,570)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (3,026,137)
<AVERAGE-NET-ASSETS> 189,266,307
<PER-SHARE-NAV-BEGIN> 23.43
<PER-SHARE-NII> (0.06)
<PER-SHARE-GAIN-APPREC> 1.19
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 24.56
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 102
<NAME> KEYSTONE GLOBAL OPPORTUNITIES FUND CLASS B

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 674,818,304
<INVESTMENTS-AT-VALUE> 765,490,288
<RECEIVABLES> 7,503,842
<ASSETS-OTHER> 7,116
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 773,001,246
<PAYABLE-FOR-SECURITIES> 10,071,551
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,114,998
<TOTAL-LIABILITIES> 12,186,549
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 327,264,783
<SHARES-COMMON-STOCK> 16,127,819
<SHARES-COMMON-PRIOR> 6,857,155
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1,693,401)
<ACCUMULATED-NET-GAINS> 16,004,443
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 44,263,026
<NET-ASSETS> 385,838,851
<DIVIDEND-INCOME> 2,302,476
<INTEREST-INCOME> 925,830
<OTHER-INCOME> 0
<EXPENSES-NET> (7,648,898)
<NET-INVESTMENT-INCOME> (4,420,592)
<REALIZED-GAINS-CURRENT> 22,430,478
<APPREC-INCREASE-CURRENT> (5,980,980)
<NET-CHANGE-FROM-OPS> 12,028,906
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,250,300
<NUMBER-OF-SHARES-REDEEMED> (2,485,770)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 147,518,039
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (1,966,862)
<OVERDIST-NET-GAINS-PRIOR> (3,964,127)
<GROSS-ADVISORY-FEES> (2,948,453)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (7,648,898)
<AVERAGE-NET-ASSETS> 321,750,025
<PER-SHARE-NAV-BEGIN> 23.00
<PER-SHARE-NII> (0.21)
<PER-SHARE-GAIN-APPREC> 1.13
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 23.92
<EXPENSE-RATIO> 2.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 103
<NAME> KEYSTONE GLOBAL OPPORTUNITIES FUND CLASS C

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<INVESTMENTS-AT-COST> 674,818,304
<INVESTMENTS-AT-VALUE> 765,490,288
<RECEIVABLES> 7,503,842
<ASSETS-OTHER> 7,116
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 773,001,246
<PAYABLE-FOR-SECURITIES> 10,071,551
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,114,998
<TOTAL-LIABILITIES> 12,186,549
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 103,278,178
<SHARES-COMMON-STOCK> 5,196,956
<SHARES-COMMON-PRIOR> 2,623,256
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (645,707)
<ACCUMULATED-NET-GAINS> 5,399,568
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 16,516,799
<NET-ASSETS> 124,548,838
<DIVIDEND-INCOME> 773,193
<INTEREST-INCOME> 313,318
<OTHER-INCOME> 0
<EXPENSES-NET> (2,591,790)
<NET-INVESTMENT-INCOME> (1,505,279)
<REALIZED-GAINS-CURRENT> 7,761,729
<APPREC-INCREASE-CURRENT> (2,206,990)
<NET-CHANGE-FROM-OPS> 4,049,460
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,429,734
<NUMBER-OF-SHARES-REDEEMED> (980,684)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 38,210,736
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> (731,665)
<OVERDIST-NET-GAINS-PRIOR> (1,529,719)
<GROSS-ADVISORY-FEES> (999,385)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (2,591,790)
<AVERAGE-NET-ASSETS> 109,001,348
<PER-SHARE-NAV-BEGIN> 23.04
<PER-SHARE-NII> (0.24)
<PER-SHARE-GAIN-APPREC> 1.17
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 23.97
<EXPENSE-RATIO> 2.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>