KEYSTONE CAPITAL PRESERVATION & INCOME FUND
N-30D, 1996-05-20
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PAGE 1 

Keystone Capital Preservation and Income Fund 
Seeks a high level of current income consistent with low volatility of 
principal. 

Dear Shareholder: 

We are writing to report on the activities of Keystone Capital Preservation 
and Income Fund for the six-month period which ended March 31, 1996. 

Performance 

Your Fund provided the following returns as of March 31, 1996: 

  Class A shares returned 3.15% for the six-month period and 6.41% for the 
twelve-month period. 

  Class B shares returned 2.79% for the six-month period and 5.73% for the 
twelve-month period. 

  Class C shares returned 2.79% for the six-month period and 5.74% for the 
twelve-month period. 

  The six-month U.S. Treasury bill, a benchmark for short-term income-oriented 
obligations, returned 2.56% for the six-month period and 7.68% for the 
twelve-month period which ended March 31, 1996. 

  We have been pleased with your Fund's performance, which was recently
recognized by Morningstar, an independent mutual fund rating organization.
Morningstar assigned your Fund (star star star star) (four stars) for its risk
adjusted performance among 831 fixed income funds as of March 31, 1996.(1)

  The fixed-income market experienced two different kinds of climates over the 
six-month period. In the first part of the period, interest rates declined 
close to historically low levels. The atmosphere changed at the beginning of 
1996, as signs of stronger growth began to develop. One of these signals was 
testimony by Federal Reserve Board Chairman Alan Greenspan, which was 
interpreted as counter to most investors' expectations. Another signal was 
the announcement in February of the largest increase in monthly job growth in 
five years, which surprised many investors. These events helped to change 
investors' outlooks and caused interest rates to rise and bond prices to 
decline. 

  Despite the considerable price volatility for bond investors during the last 
few months, adjustable-rate mortgage securities (ARMS) performed very well in 
our opinion. We believe Keystone Capital Preservation and Income Fund 
exhibited solid price stability, especially during the last three months of 
the period, a period of generally declining bond prices. The net asset value 
for Class A shares rose from $9.68 to $9.70 over the six month period. Class 
B and Class C shares had similar performance. Class B shares rose from $9.68 
to $9.70 and Class C shares rose from $9.67 to $9.69 over the same six-month 
period. We attribute this solid performance to our commitment to a 
conservative management strategy. 

  Reflecting the lower rates seen in 1995, the Fund's yield declined modestly. 
While some minimal changes may still occur, we believe that most of the 
effects of the rate decline have been absorbed in the portfolio. 

  As you are aware, the markets undergo periods of transition. These can be 
natural market phenomenons, with significant price swings unsettling for even 
the most seasoned investor. Environments such as these serve as a reminder of 
the need for diversification within one's own investment portfolio. 

                                --continued-- 

(1)Source: Morningstar, Inc. Morningstar's proprietary ratings reflect the 
Fund's historical risk-adjusted performance as of March 31, 1996. Ratings are 
subject to change monthly. They are calculated based on the Fund's 3-, 5- and 
10-year average annual return in excess or below the 90-day Treasury bill 
return. Ratings are not adjusted for sales charges, but are adjusted for 
other fees. The top 10% of the funds in an investment category receive 5 
stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 
22.5% receive 2 stars and the bottom 10% receive 1 star. In the fixed income 
category, the Fund received a 4-star rating for the 3-year period. The Fund 
was not rated for the five or ten year periods because the Fund does not yet 
have a five or ten year record. There were 831 funds in the 3-year, 443 funds 
in the 5-year, and 162 funds in the 10-year category. Past performance is no 
guarantee of future results. 

<PAGE>
 
PAGE 2 

Keystone Capital Preservation and Income Fund 

  Keystone Capital Preservation and Income Fund is designed to seek attractive
income, safety and liquidity. We believe these features can be critical during
periods of market uncertainty. We think your Fund has value not only to those
whose primary goal is maintenance of capital, but as the liquid portion of a
well balanced investment portfolio.

  We appreciate your continued support of Keystone Capital Preservation and 
Income Fund. We encourage you to write to us with your questions or comments 
about your Keystone investment. 

Sincerely, 

/s/ Albert H. Elfner III 
Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc. 

/s/ George S. Bissell 
George S. Bissell 
Chairman of the Board 
Keystone Funds 

May 1996 

[key logo] 
DALBAR 
HONORS COMMITMENT TO: 
INVESTORS 
1995 

Dalbar Key Honors 

Honoring Commitment to Excellence 

Keystone was recently recognized by Dalbar, an independent mutual fund rating 
organization, for demonstrating a commitment to serving the needs of 
customers. The award is intended to distinguish companies who are committed 
to investors and have a proven ability to provide good service. 

                          *******[boxed text]****** 

[graphic] telephone off hook 

Keystone Introduces Investment Insight Line for Shareholders 

Now you can keep up-to-date on your fund's current strategy and outlook by 
calling Keystone Investment Insight Line. You can hear Keystone portfolio 
managers discuss their latest strategies. You can also listen to Keystone's 
overall market outlook from James McCall, Chief Investment Officer. The 
service is available 24 hours a day, seven days a week and updated at least 
monthly. 

  Keystone Investment Insight Line                     1-800-346-3858, Press 2 
                         *************************** 

<PAGE>
 
PAGE 3 

                              A Discussion With 
                              Your Fund Manager 

  Christopher P. Conkey is Senior Portfolio Manager of your Fund and head of 
Keystone's High Grade Fixed-Income Group. Mr. Conkey is a Chartered Financial 
   Analyst and has more than 12 years of experience managing fixed-income 
 investments. He holds a BA in economics from Clark University and an MBA in 
                       finance from Boston University. 

  Together with senior portfolio manager Barbara McCue and analysts David J. 
  Bowers and Gary E. Pzegeo, the team evaluates the economic environment in 
         selecting adjustable-rate mortgage securities for your Fund. 

Q   How would you characterize the fixed income market environment over the 
past six months? 

A  The environment can be broken down into two different time periods with 
two different climates. For the first three months, a strong momentum drove 
interest rates close to historically low levels. This momentum was stimulated 
by an outlook for slow economic growth and low inflation here in the U.S., as 
well as interest rate cuts abroad. "Cheap money" poured into the U.S. bond 
market, pushing prices higher. 

Q   What happened to change that outlook? 

A  Late in 1995, investors' focus turned to the budget gridlock in Washington 
and speculation about the upcoming election year. The positive momentum 
stopped; and with it, sellers began to "unwind" some of the trades that 
helped drive the bond market. 

  In the weeks that followed, economic data was reported that depicted a 
healthier economy than many people expected. That data was followed by 
comments from Federal Reserve Board Chairman Alan Greenspan who said he 
anticipated moderate economic growth with low inflation. His statement jarred 
what was already an uncertain bond market. Many investors thought the economy 
would slip into a recession later in 1996 and saw further interest rate cuts 
as a foregone conclusion. Now believing that bond prices had seen their peak, 
sellers entered the market in force and interest rates rose and bond prices 
declined. 

Q   How did the Fund perform? 

A  We believe the Fund performed as it was designed to perform. Despite the 
price volatility that bonds experienced over the past six months, the 
portfolio demonstrated excellent price stability. During the six months, 
yields on ARMs fell modestly, as the lower rates of 1995 were reflected in 
the underlying adjustable rate mortgages. At this point, though, it appears 
that most of the rate declines have been absorbed; and now we expect to see a 
period of improved yield stability. 

                          ********boxed text******** 
Fund Profile 

Objective: Seeks a high level of current income consistent with low 
volatility of principal primarily from adjustable-rate mortgage securities 
(ARMS). 
Commencement of investment operations: July 1, 1991 
Average quality: AAA 
Net assets: $74 million 
                          ************************* 

<PAGE>
 
PAGE 4 

Keystone Capital Preservation and Income Fund 

[pie chart] 

Asset Allocation 
as of March 31, 1996 

ARMs (90.9%) 
Fixed-rate mortgages (2.4%) 
U.S. government issues (4.6%) 
Other assets and liabilities (1.5%) 
Short-term obligations (0.6%) 

(as a percentage of net assets) 

[end pie chart] 

  We think this type of environment demonstrated the importance of 
diversification, capital preservation and liquidity in an individual's 
investment portfolio. Markets occasionally go through these periods of 
readjustment, but they can be unsettling. We believe Keystone Capital 
Preservation and Income Fund provided a safe-haven during an uncertain 
period. 

Q   How did you manage the Fund? 

A  Our goal for the Fund is to provide greater return potential than other 
short-term alternatives, but incur less price volatility than long-term 
alternatives. In seeking to reach that goal, we undergo a selection process 
that reviews securities based on their geographic diversification, mortgage 
rate adjustment dates and characteristics, and our interest rate outlook. We 
maintain high credit standards, investing only in those securities that are 
government guaranteed or issued by a U.S. agency. These currently include 
Federal National Mortgage Association (FNMA) and Federal National Mortgage 
Loan Corporation (FHLMC). All of these factors contribute to the Fund's price 
stability and liquidity. 

  We invested over 90% of the Fund's assets in non-convertible, fully 
indexed, well seasoned adjustable rate mortgages. These mortgages have a 
history that enables us to review prepayment patterns and maximize income for 
the portfolio. Newly issued mortgages can carry much lower "teaser rates" 
that favor the mortgage holder over the investor. We also look for geographic 
diversification and to stagger reset dates throughout the year, so that 
changes to the Fund's income are gradual. 

Q   What is your outlook? 

A  While there may be some near term volatility, we are cautiously optimistic 
that bonds are headed for a period of relative price stability. Investors 
have a clearer picture of the economy, since volatile monthly data has begun 
to emerge into measurable trends. We experienced a period of "expectation 
readjustment", which we believe should lead to bonds trading within a 
reasonable range. There also appears to be an ample supply of ARMS, which 
should benefit our selection process. 

Q   Does Keystone Capital Preservation and Income Fund have value in this 
type of market? 

A  We think that maintenance of capital plays an important role in any well 
diversified portfolio. The portion dedicated to that purpose depends upon the 
goal of the particular investor. This Fund seeks to provide the returns of 
bonds with short maturities with less price volatility. We believe it has 
value not only for the investor seeking attractive income and stability, but 
is a good fit for the short maturity portion of most investment portfolios. 

                               [solid diamond] 
                      This column is intended to answer 
              questions about your Fund. If you have a question 
                  you would like answered, please write to: 
                   Keystone Investment Distributors Company 
                 Attn: Shareholder Communications, 22nd Floor 
            200 Berkeley Street, Boston, Massachusetts 02116-5034. 

<PAGE>
 
PAGE 5 

Your Fund's Performance 

[mountain chart] 

Growth of an investment in 
Keystone Capital Preservation and Income Fund 
Class B 

In Thousands 

          Reinvested Distributions     Initial Investment 

7/91      10068                        10010 
3/92      10474                         9970
3/93      10848                         9890
3/94      11128                         9800
3/95      11448                         9660
3/96      12104                         9700

Total Value $12,104 

A $10,000 investment in Keystone Capital Preservation and Income Fund Class B 
made on July 1, 1991 with all distributions reinvested was worth $12,104 on 
March 31, 1996. Past performance is no guarantee of future results. 

[end mountain chart] 

Six-Month Performance as of March 31, 1996 

                                 Class A       Class B      Class C 
Total returns*                     3.15%         2.79%         2.79% 
Net asset 
  value            9/30/95        $9.68         $9.68         $9.67 
                   3/31/96        $9.70         $9.70         $9.69 
Dividends                         $0.28         $0.25         $0.25 
Capital gains                      None          None          None 

* Before deduction of contingent deferred sales charge (CDSC). 

Historical Record as of March 31, 1996 

Cumulative total returns       Class A       Class B       Class C 
1-year 
 Without sales charge            6.41%         5.73%          5.74% 
 With sales charge               3.22%         2.73%          5.74% 
Since inception 
 Without sales charge            9.69%        21.04%         13.00% 
 With sales charge               6.40%        21.04%         13.00% 
Average Annual Returns 
1-year 
 Without sales charge            6.41%         5.73%          5.74% 
 With sales charge               3.22%         2.73%          5.74% 
Since inception                  5.07%         4.10%          3.93% 

  Class A shares were introduced on December 30, 1994. Performance is reported 
after deducting the maximum front-end sales charge of 3%. 

  Class B shares were introduced on July 1, 1991. Performance reflects the 
deduction of the maximum contingent deferred sales charge of 3% assuming 
shares were redeemed at the end of the period. If you have not redeemed, your 
return was greater than the figure listed. 

  Class C shares were introduced on February 1, 1993. Performance reflects the 
return you would have received after holding shares for one year and 
redeeming after the end of that period. 

  The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 
Performance for each Class may differ. 

  You may exchange your shares to another Keystone fund for a $10 fee by 
contacting Keystone directly. The exchange fee is waived for individual 
investors who make an exchange using Keystone's Automated Response Line 
(KARL). The Fund reserves the right to change or terminate the exchange 
offer. 

<PAGE>
 
PAGE 6 

Keystone Capital Preservation and Income Fund 

                                 Glossary of 
                              Mutual Fund Terms 

MUTUAL FUND--A company which combines the investment money of many people 
whose financial goals are similar, and invests that money in a variety of 
securities. A mutual fund allows the smaller investor the benefits of 
diversification, professional management and constant supervision usually 
available only to large investors. 

  PORTFOLIO MANAGER--An investment professional who is responsible for 
managing a portfolio's assets prudently and making appropriate investment 
decisions, such as which securities to buy, hold and sell, based on the 
investment objectives of the portfolio. 

  STOCK--Equity or ownership interest in a corporation, which represents a 
claim on the corporation's assets and earnings. 

  BOND--Security issued by a government or corporation to those from whom it 
has borrowed money. A bond usually promises to pay interest income to the 
bondholder at regular intervals and to repay the entire amount borrowed at 
maturity date. 

  CONVERTIBLE SECURITY--A corporate security (usually preferred stock or 
bonds) that is exchangeable for a set number of another security type 
(usually common stocks) at a pre-stated price. 

  MONEY MARKET FUND--A mutual fund whose assets are invested in a diversified 
portfolio of short-term securities, including commercial paper, bankers' 
acceptances, certificates of deposit and other short-term instruments. The 
fund pays income which can fluctuate daily. Liquidity and safety of principal 
are primary objectives. 

  NET ASSET VALUE (NAV) PER SHARE--The value of one share of a mutual fund. 
The NAV per share is determined by subtracting a fund's total liabilities 
from its total assets, and dividing that amount by the number of fund shares 
outstanding. 

  DIVIDEND--A per share distribution of the income earned from the fund's 
portfolio holdings. When a dividend distribution is made, the fund's net 
asset value drops by the amount of the distribution because the distribution 
is no longer considered part of the fund's assets. 

  CAPITAL GAIN--The profit from the sale of securities, less any losses. 
Capital gains are paid to fund shareholders on a per share basis. When a 
capital gain distribution is made, the fund's net asset value drops by the 
amount of the distribution because the distribution is no longer considered 
part of the fund's assets. 

  YIELD--The annualized rate of income as measured against the current net 
asset value of fund shares. 

  TOTAL RETURN--The change in value of a fund investment over a specified 
period of time, taking into account the change in a fund's market price and 
the reinvestment of all fund distributions. 

  SHORT-TERM--An investment with a maturity of one year or less. 

  LONG-TERM--An investment with a maturity of greater than one year. 

  AVERAGE MATURITY--The average number of days until the notes, drafts, 
acceptances, bonds or other debt instruments in a portfolio become due and 
payable. 

  OFFERING PRICE--The offering price of a share of a mutual fund is the price 
at which the share is sold to the public. 

<PAGE>
 
PAGE 7 

SCHEDULE OF INVESTMENTS--March 31, 1996 
(Unaudited) 
<TABLE>
<CAPTION>
                                                                  Interest   Maturity       Face         Market 
                                                                     Rate       Date       Amount        Value 
================================================================     ======    ======    =========   ============ 
<S>                                                                 <C>      <C>        <C>           <C>
ADJUSTABLE RATE MORTGAGE SECURITIES (90.9%) 
FHLMC (33.0%) 
FHLMC Pool #605386, Cap 12.89%, Margin 2.11% + CMT, Resets 
  Annually                                                           7.790%  09/01/17   $2,619,855    $ 2,704,581 
FHLMC Pool #605343, Cap 13.57%, Margin 2.12% + CMT, Resets 
  Annually                                                           7.890   03/01/19    2,813,883      2,905,334 
FHLMC Pool #645062, Cap 14.10%, Margin 2.33% + CMT, Resets 
  Annually                                                           7.788   05/01/19      250,588        257,166 
FHLMC Pool #785114, Cap 13.24%, Margin 2.12% + CMT, Resets 
  Annually                                                           8.198   07/01/19      180,660        185,939 
FHLMC Pool #865220, Cap 15.06%, Margin 2.34% + CMT, Resets 
  Annually                                                           8.402   04/01/20    1,053,810      1,077,026 
FHLMC Pool #785147, Cap 12.78%, Margin 2.01% + CMT, Resets 
  Annually                                                           7.937   05/01/20       93,051         95,029 
FHLMC Pool #845039, Cap 12.45%, Margin 2.08% + CMT, Resets 
  Annually                                                           7.780   10/01/21    3,082,895      3,181,162 
FHLMC Pool #606679, Cap 12.07%, Margin 2.15% + CMT, Resets 
  Annually                                                           7.803   10/01/21    1,714,285      1,754,468 
FHLMC Pool #845049, Cap 12.80%, Margin 2.17% + CMT, Resets 
  Annually                                                           7.910   11/01/21    1,421,731      1,470,603 
FHLMC Pool #845063, Cap 12.07%, Margin 2.18% + CMT, Resets 
  Annually                                                           7.901   11/01/21    1,911,086      1,976,780 
FHLMC Pool #845070, Cap 11.84%, Margin 2.12% + CMT, Resets 
  Annually                                                           7.835   01/01/22    6,147,911      6,374,616 
FHLMC Pool #845082, Cap 12.47%, Margin 1.98% + CMT, Resets 
  Annually                                                           7.724   03/01/22    2,290,129      2,354,538 
----------------------------------------------------------------      ----      -----      -------      ---------- 
TOTAL FHLMC                                                                                            24,337,242 
----------------------------------------------------------------      ----      -----      -------      ---------- 
FNMA (57.9%) 
FNMA Pool #094564, Cap 15.85%, Margin 1.97% + CMT, Resets 
  Annually                                                           7.552   01/01/16    2,868,562      2,948,796 
FNMA Pool #092086, Cap 15.44%, Margin 2.07% + CMT, Resets 
  Annually                                                           8.198   10/01/16    1,236,473      1,273,184 
FNMA Pool #070033, Cap 14.33%, Margin 1.75% + CMT, Resets 
  Annually                                                           7.435   10/01/17      954,712        975,897 
FNMA Pool #070119, Cap 12.02%, Margin 2.00% + CMT, Resets 
  Annually                                                           7.860   11/01/17    6,682,610      6,920,678 
FNMA Pool #062610, Cap 12.75%, Margin 2.12% + CMT, Resets 
  Annually                                                           8.125   06/01/18      455,758        471,709 
FNMA Pool #090678, Cap 13.15%, Margin 2.17% + CMT, Resets 
  Annually                                                           7.748   09/01/18    5,206,450      5,388,676 
FNMA Pool #124015, Cap 13.32%, Margin 1.81% + CMT, Resets 
  Annually                                                           7.623   11/01/18    1,980,291      2,023,917 
FNMA Pool #114714, Cap 12.60%, Margin 1.75 % + CMT, Resets 
  Annually                                                           7.489   03/01/19      395,116        404,255 
FNMA Pool #105007, Cap 13.17%, Margin 2.03% + CMT, Resets 
  Annually                                                           8.020   07/01/19      381,592        389,342 
FNMA Pool #095405, Cap 13.77%, Margin 2.06% + CMT, Resets 
  Annually                                                           7.943   12/01/19    1,976,791      2,042,272 
FNMA Pool #102905, Cap 13.08%, Margin 2.00% + CMT, Resets 
  Annually                                                           8.013   07/01/20    1,025,312      1,056,390 
FNMA Pool #124289, Cap 13.43%, Margin 2.00% + CMT, Resets 
  Annually                                                           7.730   09/01/21    8,344,287      8,602,459 
FNMA Pool #124204, Cap 13.63%, Margin 2.01% + CMT, Resets 
  Annually                                                           7.718   01/01/22    2,211,378      2,274,269 
FNMA Pool #238847, Cap 13.34%, Margin 2.32% + CMT, Resets 
  Annually                                                           8.072   06/01/31    7,752,910      8,024,262 
----------------------------------------------------------------      ----      -----      -------      ---------- 
TOTAL FNMA                                                                                             42,796,106 
----------------------------------------------------------------      ----      -----      -------      ---------- 
TOTAL ADJUSTABLE RATE MORTGAGE SECURITIES (COST--$67,183,274)                                          67,133,348 
================================================================     ======    ======    =========   ============ 

<PAGE>
 
PAGE 8 

Keystone Capital Preservation and Income Fund
 
SCHEDULE OF INVESTMENTS--March 31, 1996 
(Unaudited) 
                                                                  Interest   Maturity       Face         Market 
                                                                     Rate       Date       Amount        Value 
================================================================     ======    ======    =========   ============ 
FIXED RATE MORTGAGE SECURITIES (2.4%)
FHLMC (0.8%) 
FHLMC CMO, Series 11 Class 11C (Est. Mat. 1998) (a)                  9.500%  04/15/19   $   39,301    $    40,308 
FHLMC CMO, Series 41 Class 41E (Est. Mat. 1996) (a)                 10.000   08/15/19      520,820        523,424 
----------------------------------------------------------------      ----      -----      -------      ---------- 
TOTAL FHLMC                                                                                               563,732 
----------------------------------------------------------------      ----      -----      -------      ---------- 
FNMA (1.6%) 
FNMA Pool #058442 (Est. Mat. 1999) (a)                              11.000   01/01/18    1,092,868      1,209,028 
----------------------------------------------------------------      ----      -----      -------      ---------- 
TOTAL FIXED RATE MORTGAGE SECURITIES (COST--$1,789,331)                                                 1,772,760 
================================================================     ======    ======    =========   ============ 
U.S. TREASURY NOTES (4.6%) 
U.S. Treasury Notes (Cost--$3,408,261)                               6.000   08/31/97    3,390,000      3,403,763 
----------------------------------------------------------------      ----      -----      -------      ---------- 
                                                                                         Maturity 
                                                                                           Value 
================================================================     ======    ======    =========   ============ 
REPURCHASE AGREEMENT (0.6%) 
Keystone Joint Repurchase Agreement (Investments in repurchase 
  agreements, in a joint trading account, purchased 3/29/96) (b) 
  (Cost--$446,000)                                                   5.557     4/1/96   $  446,207        446,000 
================================================================     ======    ======    =========   ============ 
TOTAL INVESTMENTS (COST--$72,826,866)                                                                  72,755,871 
----------------------------------------------------------------      ----      -----      -------      ---------- 
OTHER ASSETS AND LIABILITIES--NET (1.5%)                                                                1,096,673 
----------------------------------------------------------------      ----      -----      -------      ---------- 
NET ASSETS--(100%)                                                                                    $73,852,544 
================================================================     ======    ======    =========   ============ 

</TABLE>
(a)  The estimated maturity of a Collateralized Mortgage Obligation ("CMO") is
     based on current and projected prepayment rates. Changes in interest rates
     can cause the estimated maturity to differ from the listed dates.

(b)  The repurchase agreements are fully collateralized by U.S. government
     and/or agency obligations based on market prices at March 31, 1996. 

Legend of Portfolio Abbreviations

CMO--Collateralized Mortgage Obligation 

CMT--1, 3, or 5 year Constant Maturity Treasury Index 

FHLMC--Federal Home Loan Mortgage Corporation 

FNMA--Federal National Mortgage Association 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 9 

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each period) 

                                             Six Months     December 30, 1994 
                                               Ended        (Date of Initial 
                                              March 31,    Public Offering) to 
                                                1996       September 30, 1995 
 ==============================================================================
                                             (Unaudited) 
Net asset value beginning of period           $  9.68           $  9.51 
--------------------------------------------  ---------      --------------- 
Income from investment operations: 
Net investment income                            0.31              0.46 
Net realized and unrealized gain (loss) on 
  investments                                   (0.01)             0.14 
--------------------------------------------  ---------      --------------- 
Total from investment operations                 0.30              0.60 
--------------------------------------------  ---------      --------------- 
Less distributions from: 
Net investment income                           (0.28)            (0.42) 
In excess of net investment income                  0             (0.01) 
--------------------------------------------  ---------      --------------- 
Total distributions                             (0.28)            (0.43) 
--------------------------------------------  ---------      --------------- 
Net asset value end of period                 $  9.70           $  9.68 
============================================  =========      =============== 
Total return (a)                                 3.15%             6.36% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses (b)                              0.92%(c)          0.86%(c) 
 Total expenses excluding reimbursement          1.30%(c)          1.27%(c) 
 Net investment income                           6.46%(c)          6.37%(c) 
Portfolio turnover rate                             7%               67% 
Net assets end of period (thousands)          $17,883           $19,293 
============================================  =========      =============== 

(a) Excluding applicable sales charges. 
(b) "Ratio of total expenses to average net assets" includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratios would 
    have been 0.90% (annualized) for the six months ended March 31, 1996 and 
    0.82% (annualized) for the period December 30, 1994 (Date of Initial 
    Public Offering) to September 30, 1995. 
(c) Annualized. 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 10 

Keystone Capital Preservation and Income Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                                                                                    
                                        Six Months                                                  July 1, 1991 
                                          Ended                                                    (Commencement 
                                         March 31,             Year Ended September 30,          of Operations) to
                                           1996        1995      1994       1993       1992      September 30, 1991 
 ==================================================== =======   =======    ========   ========  =================== 
                                        (Unaudited) 
<S>                                      <C>          <C>       <C>       <C>        <C>             <C>
Net asset value beginning of period      $  9.68      $  9.62   $  9.91   $   9.88   $  10.06        $ 10.00 
-----------------------------------      ---------       ----      ----      -----      -----      --------------- 
Income from investment operations: 
Net investment income                       0.27         0.52      0.47       0.45       0.58           0.18 
Net realized and unrealized gain 
  (loss) on investments                        0         0.03     (0.41)     (0.05)     (0.21)          0.06 
-----------------------------------      ---------       ----      ----      -----      -----      --------------- 
Total from investment operations            0.27         0.55      0.06       0.40       0.37           0.24 
-----------------------------------      ---------       ----      ----      -----      -----      --------------- 
Less distributions from: 
Net investment income                      (0.25)       (0.48)    (0.34)     (0.37)     (0.55)         (0.18) 
In excess of net investment income             0        (0.01)    (0.01)         0          0              0 
-----------------------------------      ---------       ----      ----      -----      -----      --------------- 
Total distributions                        (0.25)       (0.49)    (0.35)     (0.37)     (0.55)         (0.18) 
-----------------------------------      ---------       ----      ----      -----      -----      --------------- 
Net asset value end of period            $  9.70      $  9.68   $  9.62   $   9.91   $   9.88        $ 10.06 
===================================      =========       ====      ====      =====      =====      =============== 
Total return (a)                            2.79%        5.81%     0.58%      4.16%      3.71%          2.43% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses (b)                         1.62%(c)     1.53%     1.50%      1.50%      1.36%          1.19%(c) 
 Total expenses excluding 
   reimbursement                            2.08%(c)     2.09%     1.93%      1.94%      2.03%          3.19%(c) 
 Net investment income                      5.75%(c)     5.46%     4.05%      4.44%      5.50%          6.42%(c) 
Portfolio turnover rate                        7%          67%       34%        60%        41%             2% 
Net assets end of period 
  (thousands)                            $53,058      $62,998   $95,761   $144,725   $186,742        $25,769 
===================================      =========       ====      ====      =====      =====      =============== 
</TABLE>
(a) Excluding applicable sales charges. 
(b) Beginning with the year ended September 30, 1995, the "Ratio of total 
    expenses to average net assets" includes indirectly paid expenses. 
    Excluding indirectly paid expenses, the expense ratios would have been 
    1.60% (annualized) for the six months ended March 31, 1996 and 1.50% for 
    the year ended September 30, 1995. 
(c) Annualized. 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 11 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                                                                  February 1, 1993 
                                               Six Months        Year Ended       (Date of Initial 
                                                 Ended          September 30,    Public Offering) to 
                                             March 31, 1996    1995     1994     September 30, 1993 
====================================================================   ======   =================== 
                                              (Unaudited) 
<S>                                             <C>           <C>      <C>            <C>
Net asset value beginning of period             $ 9.67        $ 9.60   $ 9.90         $ 9.82 
----------------------------------------      -------------      ---      ---      --------------- 
Income from investment operations: 
Net investment income                             0.28          0.52     0.40           0.23 
Net realized and unrealized gain (loss) 
  on investments                                 (0.01)         0.04    (0.35)          0.09 
----------------------------------------      -------------      ---      ---      --------------- 
Total from investment operations                  0.27          0.56     0.05           0.32 
----------------------------------------      -------------      ---      ---      --------------- 
Less distributions from: 
Net investment income                            (0.25)        (0.48)   (0.34)         (0.24) 
In excess of net investment income                   0         (0.01)   (0.01)             0 
----------------------------------------      -------------      ---      ---      --------------- 
Total distributions                              (0.25)        (0.49)   (0.35)         (0.24) 
----------------------------------------      -------------      ---      ---      --------------- 
Net asset value end of period                   $ 9.69        $ 9.67   $ 9.60         $ 9.90 
========================================      =============      ===      ===      =============== 
Total return (a)                                  2.79%         5.93%    0.48%          3.28% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses (b)                               1.62%(c)      1.53%    1.50%          1.50%(c) 
 Total expenses excluding reimbursement           2.08%(c)      2.08%    1.94%          1.67%(c) 
 Net investment income                            5.75%(c)      5.51%    4.08%          2.91%(c) 
Portfolio turnover rate                              7%           67%      34%            60% 
Net assets end of period (thousands)            $2,911        $2,755   $2,874         $2,077 
========================================      =============      ===      ===      =============== 
</TABLE>
(a) Excluding applicable sales charges. 
(b) Beginning with the year ended September 30, 1995, the "Ratio of total 
    expenses to average net assets" includes indirectly paid expenses. 
    Excluding indirectly paid expenses, the expense ratios would have been 
    1.60% (annualized) for the six months ended March 31, 1996 and 1.50% for 
    the year ended September 30, 1995. 
(c) Annualized. 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 12 

Keystone Capital Preservation and Income Fund 

STATEMENT OF ASSETS AND LIABILITIES 
March 31, 1996 (Unaudited) 

Assets (Notes 1 and 4) 
 Investments at market value (identified cost-- 
   $72,826,866)                                        $72,755,871 
 Cash                                                          599 
 Receivable for: 
  Principal paydown                                        633,682 
  Interest                                                 618,972 
  Investments sold                                         169,040 
 Due from investment adviser                                36,644 
 Prepaid expenses and other assets                           4,597 
---------------------------------------------------      ---------- 
   Total assets                                         74,219,405 
---------------------------------------------------      ---------- 
Liabilities (Notes 2 and 4) 
 Payable for: 
  Fund shares redeemed                                       5,397 
  Distributions to shareholders                            331,551 
 Distribution fee payable                                    5,065 
 Accrued reimbursable expenses                                 223 
 Other accrued expenses                                     24,625 
---------------------------------------------------      ---------- 
   Total liabilities                                       366,861 
---------------------------------------------------      ---------- 
Net assets                                             $73,852,544 
===================================================      ========== 
Net assets represented by (Note 1) 
 Paid-in capital                                       $81,557,512 
 Accumulated distributions in excess of net 
   investment income                                      (167,786) 
 Accumulated net realized loss on investments           (7,466,187) 
 Net unrealized depreciation on investments                (70,995) 
---------------------------------------------------      ---------- 
   Total net assets                                    $73,852,544 
===================================================      ========== 
Net asset value per share (Notes 1 and 2) 
 Class A 
  Net assets of $17,883,229 / 1,843,253 shares 
    outstanding                                              $9.70 
  Offering price per share ($9.70 / 0.97) (based on 
    a sales charge of 3.00% of the offering price 
    at March 31, 1996)                                      $10.00 
 Class B 
  Net assets of $53,058,133 / 5,467,884 shares 
    outstanding                                              $9.70 
 Class C 
  Net assets of $2,911,182 / 300,426 shares 
    outstanding                                              $9.69 
===================================================     ========== 



See Notes to Financial Statements. 


STATEMENT OF OPERATIONS 
Six Months Ended March 31, 1996 (Unaudited) 

Investment income (Note 1) 
 Interest                                           $2,929,770 
------------------------------------                  --------- 
Expenses (Notes 2 and 4) 
 Management fee                        $ 258,516 
 Transfer agent fees                      59,398 
 Accounting, auditing and legal fees      28,998 
 Custodian fees                           29,415 
 Distribution Plan expenses              326,554 
 Registration fees                        29,248 
 Amortization of organization 
    expenses                               3,896 
 Other                                    19,047 
 Reimbursement from investment 
    adviser                             (176,013) 
------------------------------------      ------ 
   Total expenses                        579,059 
   Less: Expenses paid indirectly 
      (Note 4)                            (6,690) 
------------------------------------      ------ 
 Net expenses                                          572,369 
------------------------------------                  --------- 
 Net investment income                               2,357,401 
------------------------------------                  --------- 
Net realized and unrealized loss on 
   investments (Notes 1 and 3) 
 Net realized loss on investments                     (332,531) 
 Net change in unrealized 
    appreciation (depreciation) 
    on investments                                     314,427 
------------------------------------                  --------- 
 Net realized and unrealized loss 
    on investments                                     (18,104) 
------------------------------------                  --------- 
 Net increase in net assets 
  resulting from operations                         $2,339,297 
====================================                  ========= 

<PAGE>
 
PAGE 13 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                      Six Months Ended         Year Ended 
                                                                       March 31, 1996      September 30, 1995 
==================================================================    ================   ===================== 
                                                                        (Unaudited) 
<S>                                                                     <C>                   <C>
Operations (Notes 1 and 3) 
Net investment income                                                   $  2,357,401          $  5,308,068 
Net realized loss on investments                                            (332,531)           (1,162,200) 
Net change in unrealized appreciation (depreciation) on 
  investments                                                                314,427             1,169,382 
------------------------------------------------------------------      --------------     ------------------- 
 Net increase in net assets resulting from operations                      2,339,297             5,315,250 
------------------------------------------------------------------      --------------     ------------------- 
Distributions to shareholders from (Note 1) 
Net investment income: 
 Class A                                                                    (543,694)             (909,585) 
 Class B                                                                  (1,493,915)           (3,706,229) 
 Class C                                                                     (72,461)             (143,406) 
In excess of net investment income: 
 Class A                                                                           0               (26,148) 
 Class B                                                                           0              (106,543) 
 Class C                                                                           0                (4,122) 
------------------------------------------------------------------      --------------     ------------------- 
 Total distributions to shareholders                                      (2,110,070)           (4,896,033) 
------------------------------------------------------------------      --------------     ------------------- 
Capital share transactions (Note 2) 
Shares issued in connection with the acquisition of Keystone 
  America Capital Preservation and Income Fund-Class A (Note 5)                    0            23,825,980 
Proceeds from shares sold: 
 Class A                                                                     786,839               699,481 
 Class B                                                                     933,549            26,668,622 
 Class C                                                                     405,954             1,440,686 
Payments for shares redeemed: 
 Class A                                                                  (2,660,647)           (6,023,682) 
 Class B                                                                 (12,053,246)          (62,204,625) 
 Class C                                                                    (317,099)           (1,696,123) 
Net asset value of shares issued in reinvestment of dividends and 
  distributions: 
 Class A                                                                     412,896               689,075 
 Class B                                                                   1,008,718             2,480,740 
 Class C                                                                      60,169               111,984 
------------------------------------------------------------------      --------------     ------------------- 
Net decrease in net assets resulting from capital share 
  transactions                                                           (11,422,867)          (14,007,862) 
------------------------------------------------------------------      --------------     ------------------- 
  Total decrease in net assets                                           (11,193,640)          (13,588,645) 
------------------------------------------------------------------      --------------     ------------------- 
Net assets 
Beginning of period                                                       85,046,184            98,634,829 
------------------------------------------------------------------      --------------     ------------------- 
End of period [including accumulated distributions in excess of 
  net investment income as follows: 1996--($167,786) and 1995-- 
  ($415,117)] (Note 1)                                                  $ 73,852,544          $ 85,046,184 
==================================================================      ==============     =================== 
</TABLE>

See Notes to Financial Statements. 

<PAGE>
 
PAGE 14 

Keystone Capital Preservation and Income Fund 

NOTES TO FINANCIAL STATEMENTS (Unaudited) 

(1.) Significant Accounting Policies 

Keystone Capital Preservation and Income Fund (formerly Keystone America 
Capital Preservation and Income Fund II)(the "Fund") is a Massachusetts 
business trust for which Keystone Investment Management Company (formerly 
Keystone Custodian Funds, Inc.) ("Keystone") is the investment adviser and 
manager. The Fund was organized on December 19, 1990 and had no operations 
prior to July 1, 1991. It is registered under the Investment Company Act of 
1940, as amended (the "1940 Act"), as a diversified open-end investment 
management company. The Fund seeks a high level of current income consistent 
with low volatility of principal by investing under ordinary circumstances at 
least 65% of its assets in adjustable rate securities issued or guaranteed by 
the United States ("U.S.") government, its agencies or instrumentalities, 
such as adjustable rate mortgage securities, loan pools and collateralized 
mortgage obligations. 

  The Fund currently offers three classes of shares. Class A shares are sold 
subject to a maximum initial sales charge of 3.00% at the time of purchase. 
Class B shares are sold subject to a contingent deferred sales charge payable 
upon redemption, which varies depending on when shares were purchased and how 
long they have been held. Class C shares are sold subject to a contingent 
deferred sales charge payable upon redemption within one year after purchase 
and are available only through dealers who have entered into special 
distribution agreements with Keystone Investment Distributors Company 
(formerly Keystone Distributors, Inc.) ("KIDC"), the Fund's principal 
underwriter. 

  Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. 
(formerly Keystone Group, Inc.) ("KII"), a Delaware corporation. KII is 
privately owned by an investor group consisting predominantly of current and 
former members of management of Keystone and its affiliates. 

  The following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements. The 
policies are in conformity with generally accepted accounting principles, 
which requires management to make estimates and assumptions that affect 
amounts reported herein. Although actual results could differ from these 
estimates, any such differences are expected to be immaterial to the net 
assets of the Fund. 

A. The Fund values most of its securities at the mean of the bid and asked 
price at the time of valuation and values other securities at fair value 
according to procedures established by the Board of Trustees, including 
valuing certain of its fixed rate mortgage securities collateralized by a 
pool of mortgages and loan pool securities 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 mortgage securities 
and loan pool securities, quotations from dealers, market transactions in 
comparable securities and various relationships between securities in 
determining value. 

  The Fund values short-term investments with maturities of sixty days or less 
at amortized cost (original purchase cost as adjusted for amortization of 
premium or accretion of discount), which, when combined with accrued 
interest, approximates market. Short-term securities with remaining 
maturities of more than 60 days, for which market quotations are readily 
available, are valued at market. Short-term securities with remaining 
maturities of more than 60 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 

<PAGE>
 
PAGE 15 

premium or accretion of discount), which, when combined with accrued interest 
approximates market. All other investments are valued at market value or, 
where market quotations are not readily available, are valued at fair value 
as determined in good faith in accordance with procedures established by the 
Fund's Board of Trustees. 

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

  Pursuant to an exemptive order issued by the Securities and Exchange 
Commission, the Fund, along with certain other Keystone funds, may transfer 
uninvested cash balances into a joint trading account. These balances are 
invested in one or more repurchase agreements that are fully collateralized 
by U.S. Treasury and/or Federal Agency obligations. 

C. Securities transactions are accounted for no later than one business day 
after the trade date. Realized gains and losses are computed on the 
identified cost basis. Interest income is recorded on the accrual basis. All 
discounts are amortized for both financial reporting and federal income tax 
purposes. 

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

E.  Organization expenses were amortized to operations over a five-year 
period on a straight-line basis. As of March 31, 1996, all organization costs 
have been fully amortized. 

F. The Fund intends to declare dividends from net investment income daily 
and distribute to its shareholders such dividends monthly and to declare and 
distribute all net realized long-term capital gains, if any, to shareholders 
annually. Distributions to shareholders are recorded by the Fund at the close 
of business on the ex-dividend date. Distributions from net investment income 
and net capital gains are determined in accordance with income tax 
regulations. 

  Distributions from taxable net investment income and net capital gains can 
exceed book basis net investment income and net capital gains. Differences 
between book basis net investment income available for distribution and tax 
basis net investment income available for distribution are primarily 
attributable to differences in the treatment of paydown gains and losses. 

<PAGE>
 
PAGE 16 

Keystone Capital Preservation and Income Fund 

(2.) Capital Share Transactions 

The Fund's Declaration of Trust authorizes the issuance of an unlimited 
number of shares of beneficial interest, without par value. Transactions in 
shares of the Fund were as follows: 
<TABLE>
<CAPTION>
                                                                  December 30, 1994 
                                                                  (Date of Initial 
                                            Six Months Ended     Public Offering) to 
                                             March 31, 1996      September 30, 1995 
 ----------------------------------------   ----------------    --------------------- 
<S>                                          <C>                  <C>         
Class A Shares 
Shares issued in connection with 
  acquisition of Keystone America Capital 
  Preservation and Income Fund (Note 5)                 0             2,506,041 
Sales                                              81,084                72,460 
Redemptions                                      (274,100)             (656,221) 
Reinvestment of dividends and 
  distributions                                    42,569                71,420 
 ----------------------------------------      --------------     ------------------- 
Net increase (decrease)                          (150,447)            1,993,700 
 ========================================      ==============     =================== 

                                             Six Months Ended         Year Ended 
                                              March 31, 1996      September 30, 1995 
 ----------------------------------------      --------------     ------------------- 
Class B Shares 
Sales                                              96,154             2,758,618 
Redemptions                                    (1,241,334)           (6,464,191) 
Reinvestment of dividends and 
  distributions                                   103,982               257,649 
 ----------------------------------------      --------------     ------------------- 
Net decrease                                   (1,041,198)           (3,447,924) 
 ========================================      ==============     =================== 
Class C Shares 
Sales                                              41,881               150,700 
Redemptions                                       (32,706)             (176,498) 
Reinvestment of dividends and 
  distributions                                     6,211                11,638 
 ----------------------------------------      --------------     ------------------- 
Net increase (decrease)                            15,386               (14,160) 
 ========================================      ==============     =================== 
</TABLE>
  The Fund bears some of the costs of selling its shares under Distribution 
Plans adopted with respect to its Class A, Class B and Class C shares 
pursuant to Rule 12b-1 under the 1940 Act. 

  The Fund's Class A Distribution Plan provides for expenditures, which are 
currently limited to 0.25% annually of the average daily net asset value of 
Class A shares, to pay expenses associated with the distribution of Class A 
shares. Amounts paid by the Fund to KIDC under the Class A Distribution Plan 
are currently used to pay others, such as dealers, service fees at an annual 
rate of up to 0.25% of the average net asset value of Class A shares 
maintained by such others. 

  The Fund's Class B Distribution Plans 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 associated with the distribution of Class B shares. For Class B 
shares sold on or after June 1, 1995, amounts paid by the Fund under the 
Class B Distribution Plan for such shares are currently used to pay others 
(dealers) a commission at the time of purchase normally equal to 2.75% of the 
price paid for each 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 such Class B shares, 
the 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 shares maintained 
by such others. A contingent deferred sales charge will be imposed, if 
applicable, on Class B shares purchased on or after June 1, 1995 at rates 
ranging from a maximum of 3% of amounts redeemed during the first 12 month 
period from and including the month of purchase to 1% of amounts redeemed 
during the fourth twelve month period. Class B shares purchased on or after 
June 1, 1995 that have been outstanding for six years from and including the 
month of purchase will 

<PAGE>
 
PAGE 17 

automatically convert to Class A shares without a front-end sales charge or 
exchange fee. Class B shares purchased prior to June 1, 1995 retain their 
existing exchange rights. 

  The Fund's Class C Distribution Plan 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 associated with the distribution of Class C shares. Amounts paid 
by the Fund under the Class C Distribution Plan are currently used to pay 
others (dealers) a commission at the time of purchase 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. Beginning approximately 15 months after purchase date, the dealer or 
other party will receive a commission at an annual rate of 0.75% of the 
average net asset value (subject to applicable limitations imposed by rules 
adopted by the National Association of Securities Dealers, Inc. ("NASD")) 
plus service fees at the annual rate of 0.25% of the average net asset value 
of each Class C share maintained by such others on the Fund's books for 
specified periods. 

  Each of the Distribution Plans may be terminated at any time by a vote of 
the Fund's Independent Trustees or by a vote of a majority of the outstanding 
voting shares of the respective class. However, after the termination of any 
Distribution Plan, at the discretion of the Board of Trustees, payments to 
KIDC may continue as compensation for its services which had been earned 
while the Distribution Plan was in effect. 

  During the six months ended March 31, 1996, the Fund paid or accrued to KIDC 
$20,867 under its Class A Distribution Plan. During the six months ended 
March 31, 1996 under its Class B Distribution Plans, the Fund paid or accrued 
to KIDC $286,481 for Class B shares sold prior to June 1, 1995 and $5,058 for 
Class B shares sold on or after June 1, 1995. During the six months ended 
March 31, 1996, the Fund paid or accrued $14,148 under its Class C 
Distribution Plan. 

  Under applicable NASD rules, the maximum uncollected amounts for which KIDC 
may seek payment from the Fund under its Distribution Plans as of March 31, 
1996 are $8,585,480 for Class B shares purchased prior to June 1, 1995 and 
$77,999 for Class B shares purchased on or after June 1, 1995 and $408,768 
for Class C shares. 

(3.) Securities Transactions 

  As of September 30, 1995 the Fund had a capital loss carryover for federal 
income tax purposes of approximately $6,867,000 which expires as follows: 
$59,000 in 1999, $34,000 in 2000, $5,935,000 in 2001, $197,000 in 2002, and 
$642,000 in 2003. 

  Cost of purchases and proceeds from sales of U.S. government securities, 
excluding short-term securities, during the six months ended March 31, 1996 
were $5,803,668 and $16,417,004, respectively. 

(4.) Investment Management Agreement and Other Transactions 

  Under the terms of the Investment Advisory and Management Agreement between 
Keystone and the Fund, Keystone provides investment advisory and management 
services to the Fund. In return, Keystone is paid a management fee computed 
and payable daily at a rate of 2.0% of the Fund's gross investment income 
plus an amount determined by applying percentage rates, which start at 0.50% 
and decline, as net assets increase, to 0.25% per annum, to the net asset 
value of the Fund. During the six months ended March 31, 1996, the Fund paid 
or accrued to Keystone investment management and advisory services fees of 

<PAGE>
 
PAGE 18 

Keystone Capital Preservation and Income Fund 

$258,516, which represented 0.65% of the Fund's average net assets on an 
annualized basis. 

  During the six months ended March 31, 1996, the Fund paid or accrued $9,577 
to KII as reimbursement for certain accounting services provided to the Fund. 

  Keystone Investor Resource Center, Inc. ("KIRC"), a wholly-owned subsidiary 
of Keystone, is the Fund's transfer and dividend disbursing agent. For the 
six months ended March 31, 1996, the Fund paid or accrued $59,398 to KIRC for 
transfer agent fees. 

  Keystone has voluntarily limited the annual expenses of the Fund's Class A 
shares to 0.90% of the average daily net assets of Class A. Effective 
December 1, 1995, the Fund has limited the expenses of the Fund's Class B and 
C shares to 1.65% of each respective class' average daily net assets. Prior 
to December 1, 1995, the expenses of Class B and C shares were limited to 
1.50% of each respective class' average daily net assets. Keystone would not 
be required to reimburse the Fund in connection with the expense limits to 
the extent it would result in the Fund's inability to qualify as a regulated 
investment company under the provisions of the Internal Revenue Code. In 
accordance with the voluntary expense limitations then in effect, Keystone 
reimbursed the Fund $176,013 for the six month period ended March 31, 1996. 
Keystone does not intend to seek repayment for these amounts. 

  The Fund has entered into an expense offset arrangement with its custodian 
bank. For the six months ended March 31, 1996, the Fund paid custody fees in 
the amount of $22,725 and received a credit of $6,690 pursuant to the expense 
offset arrangement, resulting in a total expense of $29,415. The assets 
deposited with the custodian bank under the expense offset arrangement could 
have been invested in income-producing assets. 

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

(5.) Fund Reorganization 

  On December 30, 1994, the Fund acquired the net assets of Keystone America 
Capital Preservation and Income Fund in exchange for Class A Shares of the 
Fund pursuant to a plan of reorganization approved by the shareholders of 
Keystone America Capital Preservation and Income Fund on December 30, 1994. 
The acquisition was accomplished by a tax-free exchange of 2,506,041 shares 
of the Fund for the net assets of Keystone America Capital Preservation and 
Income Fund. The net assets of Keystone America Capital Preservation and 
Income Fund on that date, including $301,751 of unrealized depreciation on 
investments, were combined with the Fund. The aggregate net assets of the 
Fund and Keystone America Capital Preservation and Income Fund immediately 
before the acquisition were $91,920,877 and $23,825,980, respectively. The 
net assets of the Fund immediately after the acquisition were $115,746,857. 

<PAGE>
 
PAGE 19 

                             Keystone's Services 
                               for Shareholders 

  KEYSTONE AUTOMATED RESPONSE LINE (KARL)--Receive up-to-date account 
information on your balance, last transaction and recent Fund distribution. 
You may also process transactions such as investments, redemptions and 
exchanges using a touch-tone telephone as well as receive quotes on price, 
yield, and total return of your Keystone Fund. Call toll-free, 
1-800-346-3858. 

  EASY ACCESS TO INFORMATION ON YOUR ACCOUNT--Information about your Keystone 
account is available 24 hours a day through KARL. To speak with a Shareholder 
Services representative about your account, call toll-free 1-800-343-2898 
between 8:00 A.M. and 6:00 P.M. Eastern time. Retirement Plan investors 
should call 1-800-247-4075. 

  ADDITIONS TO YOUR ACCOUNT--You can buy additional shares for your account at 
any time, with no minimum additional investment. 

  REINVESTMENT OF DISTRIBUTIONS--You can compound the return on your 
investment by automatically reinvesting your Fund's distributions at net 
asset value with no sales charge. 

  EXCHANGE PRIVILEGE--You may move your money among funds in the same Keystone 
family quickly and easily for a nominal service fee. KARL gives you the added 
ability to move your money any time of day, any day of the week. Keystone 
offers a variety of funds with different investment objectives for your 
changing investment needs. 

  ELECTRONIC FUNDS TRANSFER (EFT)--Referred to as the "paper-less 
transaction," EFT allows you to take advantage of a variety of preauthorized 
account transactions, including automatic monthly investments and systematic 
monthly or quarterly withdrawals. EFT is a quick, safe and accurate way to 
move money between your bank account and your Keystone account. 

  CHECK WRITING--Shareholders of Keystone Liquid Trust may exercise the check 
writing privilege to draw from their accounts. 

  EASY REDEMPTION--KARL makes redemption services available to you 24 hours a 
day, every day of the year. The amount you receive may be more or less than 
your original account value depending on the value of fund shares at time of 
redemption. 

  RETIREMENT PLANS--Keystone offers a full range of retirement plans, 
including IRA, SEP-IRA, profit sharing, money purchase, and defined 
contribution plans. For more information, please call Retirement Plan 
Services, toll-free at 1-800-247-4075. 

  Keystone is committed to providing you with quality, responsive account 
service. We will do our best to assist you and your financial adviser in 
carrying out your investment plans. 

<PAGE>
[back cover]

                                KEYSTONE AMERICA
                                FAMILY OF FUNDS

                                   {diamond]

                      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
                           Strategic Development Fund

This report was prepared primarily for the information of the Fund's
shareholders. It is authorized for distribution if preceded or accompanied by
the Fund's current prospectus. The prospectus contains important information
about the Fund including fees and expenses. Read it carefully before you invest
or send money. For a free prospectus on other Keystone funds, contact your
financial adviser or call Keystone.

KEYSTONE INVESTMENTS [LOGO]
P.O. Box 2121
Boston, Massachusetts 02106-2121

CPI-SAR-5/96
9.6M                          [RECYCLE LOGO]

                                    KEYSTONE
                         [Picture of stars and stripes]
                                     CAPITAL
                                PRESERVATION AND
                                   INCOME FUND

                                     [logo]

                                SEMIANNUAL REPORT
                                 MARCH 31, 1996




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