KEYSTONE CAPITAL PRESERVATION & INCOME FUND
485A24E, 1995-09-28
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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPTEMBER 28, 1995.
                                                               File No. 33-38946


                       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.  7                               X

                                      and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

  Amendment No.  6                                             ---


                 KEYSTONE CAPITAL PRESERVATION AND INCOME FUND
        (formerly Keystone America Capital Preservation and Income Fund)
               (Exact name of Registrant as specified in Charter)


             200 Berkeley Street, Boston, Massachusetts 02116-5043
              (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)
- ---  on (date) pursuant to Paragraph (b)
 X   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.
<PAGE>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
                              Proposed    Proposed
Title of                      Maximum     Maximum
Securities     Amount         Offering    Aggregate    Amount of
Being          Being          Price       Offering     Registration
Registered     Registered     Per Unit*   Price**      Fee
- -------------------------------------------------------------------
Shares of      5,827,869      $9.99       $290,000     $100
$1.00 Par
Value
- -------------------------------------------------------------------

* Computed under Rule 457(d) on the basis of the offering price per share at the
close of business on September 20, 1995.

** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2 under the Investment Company Act of 1940. 5,798,840 shares of the
Fund were redeemed during its fiscal year ended September 30, 1994. Of such
shares, none were used for a reduction pursuant to Rule 24f-2(c). The total
amount of shares being used for a reduction in this filing is 5,798,840.

         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 most recent
fiscal year ended September 30, 1994 was filed on November 29, 1994.
 <PAGE>
                 KEYSTONE CAPITAL PRESERVATION AND INCOME FUND

                                  CONTENTS OF

                       POST-EFFECTIVE AMENDMENT NO. 7 to

                             REGISTRATION STATEMENT



         This Post-Effective Amendment No. 7 to Registration Statement No.
33-38946 incorporates by reference, without change, all other information
contained in Post-Effective Amendment No. 5 to Registration Statement No.
33-38946/811-6278.
<PAGE>
                                   SIGNATURES



Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, in The
Commonwealth of Massachusetts, on the 26th day of September, 1995.


                                             KEYSTONE CAPITAL PRESERVATION
                                             AND INCOME FUND

                                             By:/s/ George S. Bissell
                                                ------------------------
                                                George S. Bissell*
                                                Chairman of the Board


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


Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated on the 26th day of September, 1995.


SIGNATURES                         TITLE
- ----------                         -----


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


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


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



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

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

/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 Trust1
                           Supplements to Trust3

      2                    By-Laws1

      5                    Investment Advisory and
                           Management Agreement4

      6                    Principal Underwriting Agreement4
                           Dealers Agreement1

      8                    Custodian, Fund Accounting and
                           Recordkeeping Agreement2

     10                    Opinion and Consent of Counsel
                           Opinion and Consent of Counsel
                             relating to the Class B and C shares6
                           Opinion and Consent of Counsel
                             relating to the Class A7

     11                    Independent Auditors' Consent7

     13                    Subscription Agreement1

     14                    Model Retirement Plans5

     15                    Form of Class A, B and C Distribution Plans7

     16                    Total Return and Yield Schedules7

     17                    Financial Data Schedules

     18                    Multiple Class Plan8

     19                    Powers of Attorney


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

     1 Incorporated herein by reference to Registration Statement
No. 33-38946/811-6278.

     2 Incorporated herein by reference to Pre-Effective Amendment
No. 1 to Registration Statement No. 33-38946/811-6278.

     3 Incorporated herein by reference to Post-Effective Amendment
No. 2 to Registration Statement No. 33-38946/811-6278.

     4 Incorporated herein by reference to Post-Effective Amendment
No. 3 to Registration Statement No. 33-38946/811-6278

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

     6 Incorporated herein by reference to Registrants Rule 24f-2
Notice filed on November 30, 1993.

     7 Incorporated herein by reference to Post-Effective Amendment
No. 5 to Registration Statement No. 33-38946/811-6278.

     8 Incorporated herein by reference to Post-Effective Amendment
No. 6 to Registration Statement No. 33-38946/811-6278.


                                                 September 26, 1995


Keystone Capital Preservation
 and Income Fund
200 Berkeley Street
Boston, Massachusetts  02116-5034

Gentlemen:

         I am a Senior Vice President of and General Counsel to Keystone
Investment Management Company (formerly named Keystone Custodian Funds, Inc.),
the investment adviser to Keystone Capital Preservation and Income Fund (the
"Fund"). You have asked for my opinion with respect to the proposed issuance of
5,827,869 additional shares of the Fund.

         To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission (the "Commission") as part of Post-Effective Amendment No. 5
to the Fund's Registration Statement, which covers the public offering and sale
of the Fund shares currently registered with the Commission.

         In my opinion, such additional shares, if issued and sold in accordance
with the Fund's Declaration of Trust and offering Prospectus, will be legally
issued, fully paid, and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the Declaration of Trust and subject to the
limitations set forth therein.

         My opinion is based upon my examination of the Fund's Declaration of
Trust, as amended, and By-Laws; a review of the minutes of the Fund's Board of
Trustees authorizing the issuance of such additional shares; and the Fund's
Prospectus. In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.

         I hereby consent to the use of this opinion in connection with
Post-Effective Amendment No. 7 to the Fund's Registration Statement, which
covers the registration of such additional shares.


                                                 Very truly yours,

                                                 /s/ Rosemary D. Van Antwerp

                                                 Rosemary D. Van Antwerp
                                                 Senior Vice President and
                                                 General Counsel


                               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 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, 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/ Kevin J. Morrissey
                                   Kevin J. Morrissey
                                   Treasurer



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/ 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


<TABLE> <S> <C>

<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 CAPITAL PRESERVATION & INCOME FUND II CLASS B
<PERIOD-TYPE>     12-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START>    OCT-01-1993
<PERIOD-END>      SEP-30-1994
<INVESTMENTS-AT-COST>      98,748,150
<INVESTMENTS-AT-VALUE>     97,193,346
<RECEIVABLES>     2,017,850
<ASSETS-OTHER>    13,725
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    99,224,921
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  590,092
<TOTAL-LIABILITIES>        590,092
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   101,547,755
<SHARES-COMMON-STOCK>      9,957,006
<SHARES-COMMON-PRIOR>      14,602,870
<ACCUMULATED-NII-CURRENT>  0
<OVERDISTRIBUTION-NII>     (291,267)
<ACCUMULATED-NET-GAINS>    (3,978,067)
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (1,477,264)
<NET-ASSETS>      95,801,157
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,653,444
<OTHER-INCOME>    0
<EXPENSES-NET>    (1,797,174)
<NET-INVESTMENT-INCOME>    4,856,270
<REALIZED-GAINS-CURRENT>   (1,116,598)
<APPREC-INCREASE-CURRENT>  0
<NET-CHANGE-FROM-OPS>      3,739,672
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  (4,209,422)
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    549,945
<NUMBER-OF-SHARES-REDEEMED>         (5,448,882)
<SHARES-REINVESTED>        253,073
<NET-CHANGE-IN-ASSETS>     (4,645,864)
<ACCUMULATED-NII-PRIOR>    (1,670,451)
<ACCUMULATED-GAINS-PRIOR>  5,721,025
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      (716,266)
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   (2,307,371)
<AVERAGE-NET-ASSETS>       119,158,675
<PER-SHARE-NAV-BEGIN>      9.91
<PER-SHARE-NII>   0.47
<PER-SHARE-GAIN-APPREC>    (0.41)
<PER-SHARE-DIVIDEND>       (0.35)
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        9.62
<EXPENSE-RATIO>   1.50
<AVG-DEBT-OUTSTANDING>     0
<AVG-DEBT-PER-SHARE>       0


</TABLE>

<TABLE> <S> <C>

<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 CAPITAL PRESERVATION & INCOME FUND II CLASS C
<PERIOD-TYPE>     12-MOS
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-START>    OCT-01-1993
<PERIOD-END>      SEP-30-1994
<INVESTMENTS-AT-COST>      98,748,150
<INVESTMENTS-AT-VALUE>     97,193,346
<RECEIVABLES>     2,017,850
<ASSETS-OTHER>    13,725
<OTHER-ITEMS-ASSETS>       0
<TOTAL-ASSETS>    99,224,921
<PAYABLE-FOR-SECURITIES>   0
<SENIOR-LONG-TERM-DEBT>    0
<OTHER-ITEMS-LIABILITIES>  590,092
<TOTAL-LIABILITIES>        590,092
<SENIOR-EQUITY>   0
<PAID-IN-CAPITAL-COMMON>   2,969,473
<SHARES-COMMON-STOCK>      299,200
<SHARES-COMMON-PRIOR>      209,820
<ACCUMULATED-NII-CURRENT>  0
<OVERDISTRIBUTION-NII>     (36,655)
<ACCUMULATED-NET-GAINS>    (18,301)
<OVERDISTRIBUTION-GAINS>   0
<ACCUM-APPREC-OR-DEPREC>   (77,540)
<NET-ASSETS>      2,836,977
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 176,239
<OTHER-INCOME>    0
<EXPENSES-NET>    (47,356)
<NET-INVESTMENT-INCOME>    128,883
<REALIZED-GAINS-CURRENT>   (32,893)
<APPREC-INCREASE-CURRENT>  0
<NET-CHANGE-FROM-OPS>      95,990
<EQUALIZATION>    0
<DISTRIBUTIONS-OF-INCOME>  (113,184)
<DISTRIBUTIONS-OF-GAINS>   0
<DISTRIBUTIONS-OTHER>      0
<NUMBER-OF-SHARES-SOLD>    432,197
<NUMBER-OF-SHARES-REDEEMED>         (349,958)
<SHARES-REINVESTED>        7,141
<NET-CHANGE-IN-ASSETS>     89,380
<ACCUMULATED-NII-PRIOR>    (2,481)
<ACCUMULATED-GAINS-PRIOR>  (3,175)
<OVERDISTRIB-NII-PRIOR>    0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES>      (18,988)
<INTEREST-EXPENSE>         0
<GROSS-EXPENSE>   (60,859)
<AVERAGE-NET-ASSETS>       3,140,061
<PER-SHARE-NAV-BEGIN>      9.90
<PER-SHARE-NII>   0.40
<PER-SHARE-GAIN-APPREC>    (0.35)
<PER-SHARE-DIVIDEND>       (0.35)
<PER-SHARE-DISTRIBUTIONS>  0.00
<RETURNS-OF-CAPITAL>       0.00
<PER-SHARE-NAV-END>        9.60
<EXPENSE-RATIO>   1.50
<AVG-DEBT-OUTSTANDING>     0
<AVG-DEBT-PER-SHARE>       0


</TABLE>


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