KEYSTONE FUND OF THE AMERICAS
N-30D, 1996-12-31
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                                KEYSTONE AMERICA
                                 FAMILY OF FUNDS
                                    [diamond}
                                Balanced Fund II
                        California Insured Tax Free Fund
                      Capital Preservation and Income Fund
                              Florida Tax Free Fund
                              Fund for Total Return
                              Fund of the Americas
                            Global Opportunities Fund
                      Global Resources and Development Fund
                           Government Securities Fund
                       Hartwell Emerging Growth Fund, Inc.
                           Intermediate Term Bond Fund
                           Massachusetts Tax Free Fund
                             Missouri Tax Free Fund
                         New York Insured Tax Free Fund
                                   Omega Fund
                           Pennsylvania Tax Free Fund
                          Small Company Growth Fund II
                              Strategic Income Fund
                              Tax Free Income Fund
                                 World Bond Fund

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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


FOA-R-12/96
13.4M


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                                    KEYSTONE

                                 [PHOTO OF MAP]

                                   FUND OF THE
                                    AMERICAS

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                                 [KEYSTONE LOGO]

                                  ANNUAL REPORT
                                OCTOBER 31, 1996




<PAGE>



PAGE 1 
- --------------------------------- 
Keystone Fund of the Americas 
Seeks long-term growth of capital by investing in equity 
and fixed-income securities of North America and Latin America. 

Dear Shareholder: 

We are pleased to report to you on activities of Keystone Fund of the 
Americas for the fiscal year which ended October 31, 1996. 

Performance 

For the twelve-month period which ended October 31, 1996, your Fund 
successfully met its objective of growth of capital with the following 
investment returns: 

  Class A shares returned 16.74%. 

  Class B shares returned 15.82%. 

  Class C shares returned 15.80%. 

  The Funds' positive performance reflected the strong market conditions in 
the Americas during the period. Your Fund outperformed the average return of 
mutual funds in the Global category according to Lipper Analytical Services, 
which was 14.93% for the period.(1) The Morgan Stanley Capital International 
World Index (MSCIWI) returned 16.31% for the period. MSCI is an unmanaged 
index and it is not necessarily comprised of the same securities in which 
your Fund invests. 

  Throughout most of the fiscal year, your Fund employed a conservative 
approach to investing in the Americas, seeking to protect the portfolio from 
extreme price fluctuations. 

Change of investment strategy 

The Trustees of Keystone Fund of the Americas unanimously agreed to modify 
the investment strategy of your Fund effective September 24, 1996. The 
strategy was changed to emphasize the Fund's commitment to investing in Latin 
American securities. 

  Under the new mandate your Fund will concentrate its investments primarily 
in Latin American equity markets. As much as 80% and not less than 65% of 
total assets will be invested in Latin American equities. In order to retain 
its ability to reduce market risk through diversification, your Fund will 
invest at least 20% of its assets in equity securities issued in the United 
States. When appropriate, your Fund may invest a portion of assets in fixed- 
income securities issued by Latin American or North American companies or 
governments. 

Reaching for new opportunities 

We believe the revised strategy will give your Fund more flexibility to 
participate in the strong potential for long-term growth that we see in 
Latin America. Moreover, we think the new strategy will make it easier to 
evaluate your Fund's performance against industry benchmarks. 

  Please remember that along with the high potential for long-term growth, 
your Fund might experience greater short-term price fluctuations. We 
encourage you to talk to your financial adviser to ensure that your overall 
portfolio provides adequate protection from the inevitable downturns for 
which every investor needs to be prepared. 

   
- ------ 
(1) Source: Lipper Analytical Services, Inc., an independent mutual fund rating 
service. The average return of the 177 funds in the Global Equity category 
was 14.93% for the twelve months which ended 10/31/96. Keystone Fund of the 
Americas has been operating since 1/1/93. Therefore, five- and ten-year 
performance comparisons versus the Lipper averages are not applicable. 
Performance is based on total return which includes reinvestment of 
dividends, and does not include the effects of sales charges. Past 
performance is no guarantee of future results. 
                                                      (continued on next page) 
    


<PAGE> 

PAGE 2 
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Keystone Fund of the Americas 

Looking ahead 

We think the markets in the United States and Latin America are well 
positioned for another successful year. In Latin America, the countries 
continue to demonstrate the resolve to become global players. We believe 
their efforts to privatize and deregulate state-owned institutions, to tame 
inflation and reduce budget deficits will continue to create economic growth 
and enhance the long-term growth potential for their securities markets. 

  In the United States, the economy is in the sixth year of expansion and the 
economic fundamentals continue to be favorable. The U.S. stock market set 
record highs in 1995 and 1996. We expect that the market will return closer 
to historic levels in 1997. 

  We think there is a great deal of momentum in global markets that's feeding 
the upward trend in the equity markets. Emerging countries in Latin America, 
Asia and Europe are creating unprecedented demand for new technology, modern 
infrastructure, products and services. The United States has been gearing up 
during the past decade to meet the demand competitively, by streamlining its 
economic systems and corporations. Countries across the economic spectrum are 
following that trend. We believe that your Fund is well positioned to benefit 
from these positive developments. 

Introducing the new portfolio managers 

Antonio T. Docal, Vice President and Portfolio Manager, and Francis X. Claro, 
Vice President and Portfolio Manager, assumed responsibilities as 
co-portfolio managers of Keystone Fund of the Americas, on October 1, 1996. 
The new portfolio managers are experienced members of the Keystone 
international team. As analysts for the Latin American equity markets, they 
are experts on the region and are thoroughly familiar with your Fund's 
investments. They are uniquely equipped to maintain the continuity of 
management that's important to your Fund's continued success. 

  Messrs. Docal and Claro will continue to work closely with Gilman Gunn, 
Senior Vice President and head of Keystone's international investment team, 
who managed the Fund until October 1. Maureen Cullinane will continue to 
oversee the U.S. equity portion of the portfolio. 

Keystone acquired by First Union Corporation 

On another note, we are pleased to inform you that Keystone has been acquired 
by First Union Corporation. First Union is a financial services firm based in 
Charlotte, North Carolina. It is the nation's sixth largest bank holding 
company with assets of approximately $130 billion. First Union, through its 
wholly owned subsidiary Evergreen Asset Management Corp., together with 
Keystone mutual funds, manages $30 billion in 70 mutual funds. Keystone will 
remain a separate entity and will continue to provide investment advisory and 
management services to the Fund. Other services will be provided under the 
"Evergreen Keystone Funds" name. We believe First Union's acquisition of 
Keystone strengthens the investment management services we provide you. 

  The past several months have been a time of dynamic change at Keystone 
Investments. We appreciate the opportunity to share our news with you and 
thank you for your continued support of Keystone funds. If you have any 
questions or comments, please feel free to write to us. 

<PAGE> 

PAGE 3 
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Sincerely, 

/s/ Albert H. Elfner, III 
Albert H. Elfner, III 
Chairman 
Keystone Investment Management Company 

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

December 1996 


                                [PHOTO OF                       [PHOTO OF
                            ALBERT H. ELFNER, III]          GEORGE S. BISSELL]




                            Albert H. Elfner, III           George S. Bissell 



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Keystone Investment Insight Line for Shareholders

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

[GRAPHIC OF TELEPHONE]
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<PAGE> 

PAGE 4 
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Keystone Fund of the Americas 


                              A Discussion With 
                              Your Fund Managers 


                               [PHOTO OF MEETING]


     Antonio Docal is Co-Portfolio Manager of Keystone Fund of the Americas.
    An investment professional with a broad experience in international trade
      and mergers and acquisitions for the Latin American region, Mr. Docal
        has been a member of Keystone's international team since 1994. He
     received a B.A. from Trinity College, and an MSM from the Sloan School
     of Management, M.I.T. Spanish is his first language and he has lived in
                              Mexico and Colombia.

     Francis Claro is Co-Portfolio Manager of Keystone Fund of the Americas.
   His unique qualifications include senior-level responsibilities for private
      equity and debt investments, as well as management consulting work in
    Latin America, and acquisition work for major international corporations.
    Mr. Claro has been a member of Keystone's international team since 1994.
         He holds a Bachelor degree in Business from ESADE in Barcelona,
       Spain, an M.Sc. from the London School of Economics, and an M.B.A.
        from Harvard Business School. Spanish and Catalan are his primary
     languages and he is also fluent in Portuguese and conversant in French.
        Your Fund's investment team also includes Maureen Cullinane, who
               oversees the U.S. equity portion of the portfolio.

Q   What is your vision of the Fund's investments under the revised strategy? 

A  Our overall goal is to fully participate in the great potential for 
long-term growth that we see in Latin America. To do that, we plan to focus 
on Latin American equities and target companies that we think are well 
positioned to grow along with the rest of their economies. These may be large 
companies that are being privatized or restructured, or smaller companies 
that we think can grow into industry leaders. 

Q   What was the overall investment climate for the equity markets in the 
Americas during the past fiscal year? 

A  In general, the equity markets were stronger than expected, both in the 
United States and Latin America during the twelve-month period which ended 
October 31, 1996. In the U.S., stocks experienced significant volatility in 
the first seven months of 1996 due to the fears that the economy was 
overheating and inflation was rearing its head, but investors' confidence 
returned in the second half and the stock market closed the period with a 
record-breaking performance. 

  Latin America generated success stories of its own, led by Brazil, Mexico 
and Venezuela. Brazil was a positive surprise, exceeding our already strong 
expectations. Mexico made an impressive turnaround, managing to revive its 
economy and restore stability to the peso in less than two years. The 
successes of those Latin American countries clearly reflected the region's 
potential to be a serious player in the global economy and a good place for 
foreign investment. 

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Fund Profile 
Objective: Seeks long-term growth of capital by investing in equity and 
fixed-income securities of North America and Latin America. 
Commencement of investment operations: November 1, 1993 
Number of countries: 7 
Net assets: $98.8 million 
Newspaper listing: "FndAm" 
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<PAGE> 

PAGE 5 
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Geographic Diversification
as of October 31, 1996

Common and
Preferred Stocks

U.S.                                                         NORTH AMERICA
21.6% -------------------------------------------------------------- 21.6%

Mexico
20.9% ----------------------   [GRAPHIC

Colombia                                                     LATIN AMERICA
3.7% --------------------------    OF     -------------------------- 77.8%

Peru                                                                Brazil
5.0% -------------------------    MAP]     ------------------------- 39.5%

Chile                                                            Argentina
3.9% -------------------------              ------------------------- 4.8%

(percentage of net assets)

Other investments totaled 0.6% and included foreign currency,
foreign-denominated fixed-income and other assets and liabilities.



Q   How would you describe the key factors behind the positive environment in 
Latin America? 

A  The two most important contributors were improving economies and favorable 
political and regulatory environments. Latin American countries have waged a 
war on inflation and they have been winning. Low inflation translates to 
higher purchasing power for consumers, more demand for durable goods, a 
better standard of living and lower interest rates. These are, in our view, 
very favorable investment conditions. We also saw major privatization 
efforts, which were beneficial to the markets. The cooperation of the 
International Monetary Fund and World Bank with local governments further 
aided economic and investment stability. 

Q   How do you assess the Fund's performance? 

A  Overall, the Fund has performed well and met its objective of growth 
through equity and fixed-income investments. 

  In October 1996 the Fund shifted its strategy to focus primarily on Latin 
American equities. That change occurred in the last month of the fiscal year 
and did not significantly affect the Fund's performance. 

Q   What was the portfolio's asset allocation during the past fiscal year? 

A  At the beginning of the 1996 fiscal year, the Fund had 39.7% of assets in 
Latin American fixed-income securities and 60.3% of assets in equities, of 
which North America represented 18.2%. During the last month of the fiscal 
year, in preparation for the new investment strategy, we sold most of the 
Fund's fixed- income and Canadian holdings. At the end of October 1996, the 
Fund held 99.7% of total long-term holdings in equities led by Brazil, United 
States and Mexico. 

Q   Brazil was the top-weighted country. Please explain why. 

A  We were able to capitalize on great opportunities in Brazil resulting from 
privatizations. Typically, the Brazilian government restructures the 
companies which are to be privatized and raises their tariffs to make these 
companies more competitive and profitable before their sell-off. Since many 
of those companies have portions of their equities in the stock exchange, we 
can buy stock of a company that is to be privatized and benefit from the 

<PAGE> 

PAGE 6 
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Keystone Fund of the Americas 

Top 10 Holdings 
as of October 31, 1996 

                                                                   Percentage of
                                            Industry               net assets 
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Banco Bradesco (Brazil)                     Banking                4.7 
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Companhia Cervejaria Brahma S.A. 
 (Brazil)                                   Beverages & Tobacco    4.6 
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Companhia Petroleo Brasiliero, S.A. 
 (Brazil)                                   Oil Services           4.3 
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Banco Itau (Brazil)                         Banking                4.0 
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General Electric (U.S.)                     Electrical             4.0 
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Telebras (Brazil)                           Telecommunications     4.0 
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Vale de Rio Doce Navegacao S.A. 
 (CVRD) (Brazil)                            Conglomerate           3.9 
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Cemig Cia Energ MG (Brazil)                 Utilities              2.9 
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Banco de Bogota (Colombia)                  Banking                2.7 
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Bank of Boston Corp. (U.S.)                 Banking                2.7 
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fact that the government is going to increase rates, cut costs and shed 
personnel. One such company was Telebras, a Brazilian telecommunications 
company, which gained 86% during the Fund's past fiscal year. 

Q   What prompted the increase in Mexico's weighting from 1.8% of net total 
assets at October 31, 1995 to 20.9% at October 31, 1996? 

A  In Mexico we liked the higher-than-expected economic growth combined with 
declining inflation and interest rates. Companies there are restructuring and 
modernizing to become internationally competitive. We feel that Mexico has 
learned valuable lessons during the peso crisis in 1994 and has made 
important changes. For example, the government has successfully restructured 
its debt by issuing new obligations at longer maturities, on average 11 
years. Part of the reason for the devaluation of the peso in 1994 was that 
Mexico had most of its debt in maturities of less than one year, so it was 
vulnerable to capital flight and lost its reserves in a matter of months. 
Longer maturities would allow the country to better withstand an economic 
crisis in the future. 

Q   Do you have concerns about economic and political stability in Mexico? 

A  We are always vigilant, as we are with all emerging economies. Overall, we 
think Mexico has the resolve to stay the course of fiscal tightening and 
economic growth. However, these are processes that can take years to take 
root and we are well prepared to react to any challenge along the way. 

Q   What were your favorite industry sectors? 

A  They varied by country. For example, in Brazil we favored 
telecommunications, utilities and oil services. These sectors benefitted from 
high demand, privatization and increased tariffs. We also liked the banking 
sector. In general, Latin America's banking sector is still underserved, 
especially in the consumer area, so we see demand and growth increasing. A 
Colombian bank was one of our top ten holdings at the close of the Fund's 
fiscal year. We also owned a couple of Mexican banks that, we believed, had 
large market shares and low funding costs. Another top holding was Bank of 
Boston, which has a major presence in Latin America. 

Q   What type of companies do you select? 

A  We look for companies that have attractive valuations relative to their 
cashflow and earnings growth. We need to be convinced that the companies we 
buy have a clear dominance and/or competitive advantage in their business 
segments. We also target those corporations that in our view are well 
positioned to benefit from economic and political reforms in Latin America. 
For example, we have had a sizable position in Apasco, a cement company in 
Mexico. We invested in Apasco because of its attractive 
valuation. Moreover, we believed the stock would benefit from election-driven 
social programs, like new sidewalks and schools, as those projects require 
cement. Another example is Telebras, which we have mentioned. Telebras 
benefitted from increased tariffs in preparation for privatization of the 
telecommunication sector in Brazil. 

<PAGE> 

PAGE 7 
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Q What is your outlook for the international markets? 

A We think this is going to be another good year for the Americas. The U.S. 
stock market seems to have enough momentum to produce another positive year 
and we see no immediate threat of inflation or higher interest rates. 

  In Latin America we expect that our stock-picking opportunities will 
continue to be excellent thanks to political climates that are increasingly 
pro-business and pro-democracy. Valuations in the U.S. by some measures look 
stretched. We don't see that in Latin America. Companies there trade at very 
attractive valuations; at the same time their earnings are increasing 
tremendously. For example, Telebras' earnings increased over 200% through the 
third quarter of 1996 and its price to earnings ratio, despite the stock 
having more than doubled, came down from 14 in 1995 to 9 at the close of the 
past fiscal year. 

Q   As the Fund's new portfolio managers, what is your closing message to the 
shareholders? 

A  Above all, we want to convey our enthusiasm for what we believe are 
uncommon investment opportunities in Latin America. Our confidence comes from 
knowledge and experience. We know Latin America. We travel to the region 
regularly. We visit companies. We talk to executives and government 
officials. We speak their language. We analyze every potential company from 
the bottom up, with the help of the experienced analysts in Keystone's 
International Research Department. Short- term fluctuations are inherent in 
international investing and we are always vigilant. We seek to reduce 
investment risk by doing extensive research and maintaining a broad 
diversification of countries, industries and individual companies. 

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

<PAGE> 

PAGE 8 
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Keystone Fund of the Americas 

Your Fund's Performance 

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Growth of an investment in
Keystone Fund of the Americas Class A

In Thousands

Total Value: $11,401

11/93    9425     9425
10/94    9943     10105
10/95    9293     9766
10/96    10490    11401

A $10,000 investment in Keystone Fund of the Americas Class A made on November
1, 1993 with all distributions reinvested was worth $11,401 on October 31, 1996.
Past performance is no guarantee of future results.
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Twelve-Month Performance as of October 31, 1996 
=============================================================
                               Class A    Class B     Class C
Total returns*                  16.74%     15.82%      15.80%
Net asset value    10/31/95    $ 9.86     $ 9.76      $ 9.77
                   10/31/96    $11.13     $10.98      $10.99
Distributions                  $ 0.36     $ 0.31      $ 0.31
Capital gains                    None       None        None

* Before deducting sales charge. 


Historical Record as of October 31, 1996 
====================================================================
Cumulative Total Returns          Class A      Class B       Class C
1-year w/o sales charge            16.74%       15.82%        15.80%
1-year                             10.03%       11.82%        15.80%
Life of Class                      14.01%       15.38%        18.49%
Average Annual Returns            Class A      Class B       Class C
1-year w/o sales charge            16.74%       15.82%        15.80%
1-year                             10.03%       11.82%        15.80%
Life of Class                       4.47%        4.89%         5.82%



Class A, Class B, and Class C shares were introduced on November 1, 1993. 

  Class A performance is reported at the current maximum front-end sales 
charge of 5.75%. 

  Class B shares purchased after June 1, 1995 are subject to a contingent 
deferred sales charge (CDSC) that declines from 5% to 1% over six years from 
the month purchased. Performance assumes that shares were redeemed after the 
end of a one-year holding period and reflects the deduction of a 4% CDSC. 

  Class C share performance reflects the return you would have received after 
holding shares for one year or more 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 their original cost. 
Performance for each class will differ. 

  You may exchange your shares for another Keystone fund by calling or writing 
to Keystone directly, or through Keystone's Automated Response Line (KARL). 
The Fund reserves the right to change or terminate the exchange offer. 

<PAGE> 

PAGE 9 
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Growth of an Investment 

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Comparison of change in value of a $10,000 investment in Keystone Fund of the
Americas, the Standard & Poor's 500 Index and the Morgan Stanley Capital
International World Index.

In Thousands      November 1, 1993 through October 1996

    Average Annual Total Return
    ---------------------------
            1 Year     Life of Class
Class A     10.03%         4.47%
Class B     11.82%         4.89%
Class C     15.80%         5.82%


         Class A  Class B  Class C  S&P 500  MSCIWI
11/93     9425    10000    10000    10000    10000
10/94    10105    10648    10658    10387    10768
10/95     9766    10222    10232    13134    11789
10/96    11401    11538    11849    16297    13711


S&P 500  MSCIWI   Class C  Class A  Class B
$16,297  $13,711  $11,849  $11,401  $11,538

Past performance is no guarantee of future results. The performance of each
Class may be greater or less than the line shown based on differences in loads
and fees paid by the shareholder investing in the different classes. The
Standard & Poor's 500 Index and the MSCIWI Index are from October 31, 1993.
- --------------------------------------------------------------------------------

This chart graphically compares your Fund's total return performance to 
certain investment indexes. It is the result of fund performance guidelines 
issued by the Securities and Exchange Commission. The intent is to provide 
investors with more information about their investment. 

Components of the Chart 

The chart is composed of several lines that represent the accumulated value 
of an initial $10,000 investment for the period indicated. The lines 
illustrate a hypothetical investment in: 

1. Keystone Fund of the Americas 

The Fund seeks long-term growth of capital by investing in equity and debt 
securities in Latin America, the United States, and Canada. The return is 
quoted after deducting sales charges (if applicable), fund expenses and 
transaction costs and assumes reinvestment of all distributions. 

2. Standard & Poor's 500 Index (S&P 500) 

The S&P 500 is a broad-based unmanaged index of common stock prices. It is 
comprised of stocks of the largest U.S. companies. These stocks are selected 
and compiled by Standard & Poor's Corporation according to criteria that may 
be unrelated to your Fund's investment objective. 

3. Morgan Stanley Capital International 
World Index (MSCIWI) 

The MSCIWI measures performance for a diverse range of global stock markets. 
The foundation of the Morgan Stanley Capital International Index (MSCI) is 
the database of approximately 1,500 companies listed on the stock exchanges 
of the 24 countries for which there are MSCI Indexes. 

Understanding What the Chart Means 

The chart demonstrates your Fund's total return performance in relation to 
well known investment indexes over a long period. 

  Long-term performance is a more reliable and useful measure of performance 
than measurements of short-term returns or temporary swings in the market. 
Your financial adviser can help you evaluate fund performance in conjunction 
with the other important financial considerations such as safety, stability 
and consistency. 

<PAGE> 

PAGE 10 
- --------------------------------- 
Keystone Fund of the Americas 

Performance Can Be Distorted 

Funds which are more conservative in their orientation and which place an 
emphasis on capital preservation will tend to compare less favorably when the 
market is rising. In addition, funds which have income as one of their 
objectives also will tend to compare less favorably to relevant indexes. 

  Indexes may also reflect the performance of some securities which a fund may 
be prohibited from buying. A bond fund, for example, may be limited to 
investments in only high quality bonds, or a stock fund may only be able to 
buy stocks that have been traded on a stock exchange for a minimum number of 
years or stocks that have a certain market capitalization. Indexes usually do 
not have the same investment restrictions as your Fund. 

Indexes Do Not Include Costs of Investing 

The comparison is further limited in its utility because the indexes do not 
take into account any deductions for sales charges, transaction costs or 
other fund expenses. Your Fund's performance figures do reflect such 
deductions. Sales charges--whether up-front or deferred--pay for the cost of 
the investment advice of your financial adviser. Transaction costs pay for 
the costs of buying and selling securities for your Fund's portfolio. Fund 
expenses pay for the costs of investment management and various shareholder 
services. None of these costs are reflected in index total returns. The 
comparison is not completely realistic because an index cannot be duplicated 
by an investor--even an unmanaged index--without incurring some charges and 
expenses. 

One of Several Measures 

The chart is one of several tools you can use to understand your investment. 
It should be read in conjunction with the Fund's prospectus, and annual and 
semiannual reports. Also, your financial adviser, who understands your 
personal financial situation, can best explain the features of your Keystone 
fund and how it applies to your financial needs. 

Future Returns May Be Different 

Shareholders also should be mindful that the long-run performance of either 
the Fund or the indexes is not representative of what shareholders should 
expect to receive from their Fund investment in the future; it is presented 
to illustrate only past performance and is not a guarantee of future returns. 

<PAGE> 

PAGE 11 
- --------------------------------- 

                                 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 12 
- --------------------------------- 
Keystone Fund of the Americas 

SCHEDULE OF INVESTMENTS--October 31, 1996 

                                                                      Market 
                                                          Shares       Value 
- --------------------------------------------------------------------------------
COMMON STOCKS (67.5%) 
ARGENTINA (4.7%) 
Automotive (0.9%) 
CIADEA S.A.                                             191,400     $  857,558 
- --------------------------------------------------------------------------------
Beverages & Tobacco (0.9%) 
Nobleza Piccardo                                        209,143        732,074 
Quilmes Industrial, ADR                                  11,000        111,375 
- --------------------------------------------------------------------------------
                                                                       843,449 
- --------------------------------------------------------------------------------
Energy Sources (2.3%) 
Astra CIA                                               129,880        233,807 
Perez Companc S.A.                                      188,650      1,198,047 
Yacimientos Petroliferos Fiscales S.A. (YPF), 
ADR                                                      38,900        884,975 
- --------------------------------------------------------------------------------
                                                                     2,316,829 
- --------------------------------------------------------------------------------
Finance (0.2%) 
BCO Bradesco S.A., Class B                               18,000        180,018 
- --------------------------------------------------------------------------------
Utilities (0.4%) 
Capex S.A.                                               18,100        131,238 
Central Costarena, Class B                               91,800        288,281 
- --------------------------------------------------------------------------------
                                                                       419,519 
- --------------------------------------------------------------------------------
TOTAL ARGENTINA                                                      4,617,373 
- --------------------------------------------------------------------------------
BRAZIL (7.7%) 
Metals & Mining (0.9%) 
Cofap Cia Fab Peca                                       58,000        451,625 
Companhia Sidurgica Nacional                         19,800,000        491,435 
- --------------------------------------------------------------------------------
                                                                       943,060 
- --------------------------------------------------------------------------------
Telecommunications (4.5%) 
Telesponsora Telefonos Sao Paulo                        158,567         27,009 
Telemig Telefonos Minas                                  41,865          5,012 
Telebras, ADR                                            53,500      3,985,750 
Telebras Communications                               7,600,000        463,072 
- --------------------------------------------------------------------------------
                                                                     4,480,843 
- --------------------------------------------------------------------------------
Utilities (2.3%) 
Eletrobras                                            5,600,000      1,738,758 
Light Serv Elet S.A.                                  1,500,000        496,399 
- --------------------------------------------------------------------------------
                                                                     2,235,157 
- --------------------------------------------------------------------------------
TOTAL BRAZIL                                                         7,659,060 
- --------------------------------------------------------------------------------
CHILE (3.9%) 
Business/Public Services (0.4%) 
A.F.P. Habitat S.A.                                   1,900,000     $  379,684 
- --------------------------------------------------------------------------------
Construction & Housing (0.3%) 
Maderas Y Sinteticos S.A., ADR                           20,200        287,850 
- --------------------------------------------------------------------------------
Financial Services (0.2%) 
A.F.P. Provida S.A.                                      10,662        239,695 
- --------------------------------------------------------------------------------
Forest Products (1.2%) 
Compania Manufacturera de Papeles y Cartones 
S.A.                                                     91,254      1,146,238 
- --------------------------------------------------------------------------------
Gold Mines (0.1%) 
Antofagasta                                             245,750        116,693 
- --------------------------------------------------------------------------------
Industrial Components (0.6%) 
Madeco                                                  159,968        369,523 
Madeco S.A., ADR                                          7,600        182,400 
- --------------------------------------------------------------------------------
                                                                       551,923 
- --------------------------------------------------------------------------------
Utilities (1.1%) 
Enersis S.A., ADR                                        37,350      1,097,156 
- --------------------------------------------------------------------------------
TOTAL CHILE                                                          3,819,239 
- --------------------------------------------------------------------------------
COLOMBIA (3.7%) 
Banking (2.7%) 
Banco de Bogota                                         443,040      2,702,544 
- --------------------------------------------------------------------------------
Beverage & Tobacco (0.8%) 
Bavaria                                                 104,769        428,400 
Coltobaco                                               129,000        387,000 
- --------------------------------------------------------------------------------
                                                                       815,400 
- --------------------------------------------------------------------------------
Food/Household Products (0.2%) 
Cia Nacional Chocolates                                  18,909        158,836 
- --------------------------------------------------------------------------------
TOTAL COLOMBIA                                                       3,676,780 
- --------------------------------------------------------------------------------
MEXICO (20.9%) 
Building Materials (3.9%) 
Apasco                                                  296,900      1,810,028 
Grupo Cementos Chihuahua                                860,000        962,986 
Tubos de Acero S.A., ADR                                 93,500      1,040,188 
- --------------------------------------------------------------------------------
                                                                     3,813,202 
- --------------------------------------------------------------------------------

<PAGE> 

PAGE 13 
- --------------------------------- 

SCHEDULE OF INVESTMENTS--October 31, 1996 

                                                                      Market 
                                                          Shares       Value 
- --------------------------------------------------------------------------------
Banking (2.6%) 
Grupo Financiero Banamex                                584,700     $ 1,236,691 
Grupo Financiero Banorte                              1,316,000       1,322,959 
- --------------------------------------------------------------------------------
                                                                      2,559,650 
- --------------------------------------------------------------------------------
Beverages & Tobacco (2.4%) 
Fomento Econ                                            522,600       1,586,493 
Panamerican Beverages, Inc., 
Class A, ADR                                             17,000         741,625 
- --------------------------------------------------------------------------------
                                                                      2,328,118 
- --------------------------------------------------------------------------------
Broadcasting & Media (1.2%) 
Grupo Television S.A. de CV, ADR                         46,200       1,212,750 
- --------------------------------------------------------------------------------
Conglomerates (2.4%) 
Desc S.A. de CV, Class C, ADR (a)                        67,200       1,293,600 
Grupo Carso                                             249,000       1,130,762 
- --------------------------------------------------------------------------------
                                                                      2,424,362 
- --------------------------------------------------------------------------------
Construction (1.4%) 
Bufete Industrial                                       119,300         642,699 
GEO                                                     157,800         706,787 
- --------------------------------------------------------------------------------
                                                                      1,349,486 
- --------------------------------------------------------------------------------
Food/Household Products (1.8%) 
Grupo Ind Maseca                                        423,300         515,070 
Grupo Ind Bimbo                                         140,000         695,863 
Tablex S.A. de C.V.                                     264,400         616,467 
- --------------------------------------------------------------------------------
                                                                      1,827,400 
- --------------------------------------------------------------------------------
Metals & Mining (1.5%) 
Industrias Penoles S.A. de C.V.                         372,000       1,476,429 
- --------------------------------------------------------------------------------
Forest Products/Paper (1.8%) 
Empaques Ponderosa S.A. de C.V., Series B (a)           720,000         313,530 
Kimberly Clark                                           79,000       1,523,484 
- --------------------------------------------------------------------------------
                                                                      1,837,014 
- --------------------------------------------------------------------------------
Industrial Components (0.7%) 
Hylsamex S.A. de CV, ADR (c)                             31,500         683,811 
- --------------------------------------------------------------------------------
Retail (0.7%) 
Cifra S.A. de C.V.                                      550,000         703,453 
- --------------------------------------------------------------------------------
Transportation (0.5%) 
Transportacion Maritima, ADR                             68,400     $   478,800 
- --------------------------------------------------------------------------------
TOTAL MEXICO                                                         20,694,475 
- --------------------------------------------------------------------------------
PERU (5.0%) 
Beverages & Tobacco (2.5%) 
Cerveceria Backus & Johnston Corp.                    1,144,648       1,153,298 
Credicorp, ADR                                           72,398       1,266,965 
- --------------------------------------------------------------------------------
                                                                      2,420,263 
- --------------------------------------------------------------------------------
Gold Mining (1.8%) 
Minas Buenaventura, Class A                             184,342       1,430,874 
Minas Buenaventura                                       45,610         387,080 
- --------------------------------------------------------------------------------
                                                                      1,817,954 
- --------------------------------------------------------------------------------
Machinery & Engineering (0.2%) 
Ferreyos S.A.                                           208,505         205,233 
- --------------------------------------------------------------------------------
Real Estate (0.3%) 
Inversiones Centen                                      419,686         258,594 
- --------------------------------------------------------------------------------
Telecommunications (0.2%) 
Compania Telefonica Del Peru                              5,600         236,600 
- --------------------------------------------------------------------------------
TOTAL PERU                                                            4,938,644 
- --------------------------------------------------------------------------------
UNITED STATES (21.6%) 
Automotive (1.0%) 
Goodyear Tire & Rubber                                   22,000       1,009,250 
- --------------------------------------------------------------------------------
Banking (2.6%) 
Bank of Boston Corp.                                     41,000       2,624,000 
- --------------------------------------------------------------------------------
Beverages/Tobacco (1.0% ) 
Philip Morris Companies, Inc.                            11,000       1,018,875 
- --------------------------------------------------------------------------------
Business Services (1.9%) 
CUC International, Inc. (a)                              75,000       1,837,500 
- --------------------------------------------------------------------------------
Chemicals (2.0%) 
E.I DuPont DeNemours & Co.                               21,000       1,947,750 
- --------------------------------------------------------------------------------
Computer Software (2.3%) 
Microsoft Corporation (a)                                16,500       2,265,656 
- --------------------------------------------------------------------------------

                                                      (continued on next page) 

<PAGE> 

PAGE 14 
- --------------------------------- 
Keystone Fund of the Americas 

SCHEDULE OF INVESTMENTS--October 31, 1996 

                                                                      Market 
                                                          Shares       Value 
- --------------------------------------------------------------------------------
Electrical (4.0%) 
General Electric Co.                                      41,000    $ 3,966,750 
- --------------------------------------------------------------------------------
Electronic Components (2.4%) 
EMC Corp. (a)                                             90,000      2,362,500 
- --------------------------------------------------------------------------------
Health & Personal Care (1.4%) 
Johnson & Johnson                                         28,000      1,379,000 
- --------------------------------------------------------------------------------
Machinery (1.4%) 
Caterpillar, Inc.                                         20,000      1,372,500 
- --------------------------------------------------------------------------------
Oil Services (1.6%) 
BJ Services Co. (a)                                       35,000      1,570,625 
- --------------------------------------------------------------------------------
TOTAL UNITED STATES                                                  21,354,406 
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS (Cost--$59,858,185)                              66,759,977 
- --------------------------------------------------------------------------------
PREFERRED STOCKS (31.9%) 
ARGENTINA (0.1%) 
Beverages & Tobacco (0.1%) 
Quilmes Industrial, ADR                                    5,500         57,750 
- --------------------------------------------------------------------------------
BRAZIL (31.8%) 
Banking (10.1%) 
Banco Bradesco                                       548,060,313      4,672,969 
Banco Itau                                             9,122,100      3,951,075 
Unibanco                                              48,620,000      1,348,715 
- --------------------------------------------------------------------------------
                                                                      9,972,759 
- --------------------------------------------------------------------------------
Beverages & Tobacco (4.6%) 
Companhia Cervejaria Brahma S.A.                       7,371,235      4,555,902 
- --------------------------------------------------------------------------------
Broadcasting (0.9%) 
Telesponsora Television Sao Paolo                      4,700,000        860,035 
- --------------------------------------------------------------------------------
Conglomerate (3.9%) 
Vale do Rio Doce Navegacao S.A. (CVRD)                   187,800      3,893,459 
- --------------------------------------------------------------------------------
Food/Household Products (0.5%) 
Ceval Alimentos S.A.                                  55,600,000        522,231 
- --------------------------------------------------------------------------------
Forest Products (0.7%) 
Papeles Nacionales, GDR                                   99,500    $   696,500 
- --------------------------------------------------------------------------------
Industrial Components (0.7%) 
Freios Varga S.A.                                      5,950,000        283,775 
OSA Organization (a)                                  49,900,000        364,269 
- --------------------------------------------------------------------------------
                                                                        648,044 
- --------------------------------------------------------------------------------
Oil Services (4.3%) 
Companhia Petroleo Brasiliero S.A.                    33,000,000      4,271,949 
- --------------------------------------------------------------------------------
Metals & Mining (1.2%) 
Caemi Min (a)                                         15,000,000        919,797 
Usiminas                                             248,000,000        260,696 
- --------------------------------------------------------------------------------
                                                                      1,180,493 
- --------------------------------------------------------------------------------
Retail (0.2%) 
Casa Anglo Brasiliero S.A.                             4,500,000        192,719 
- --------------------------------------------------------------------------------
Telecommunications (1.1%) 
Ericsson Telecommunications S.A.                      14,000,000        208,487 
Telemig S.A.                                           4,300,000        480,056 
Telepar Tel Parana                                       759,000        346,478 
- --------------------------------------------------------------------------------
                                                                      1,035,021 
- --------------------------------------------------------------------------------
Textiles & Apparel (0.6%) 
Coteminas S.A.                                         1,802,000        605,110 
- --------------------------------------------------------------------------------
Utilities (3.0%) 
Cemig Cia Energ MG                                    90,500,000      2,880,426 
Iven S.A. (a)                                            200,000        100,253 
- --------------------------------------------------------------------------------
                                                                      2,980,679 
- --------------------------------------------------------------------------------
TOTAL BRAZIL                                                         31,414,901 
- --------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS (Cost--$27,135,217)                           31,472,651 
- --------------------------------------------------------------------------------
TOTAL EQUITIES 
(Cost--$86,993,402)                                                  98,232,628 
- --------------------------------------------------------------------------------

<PAGE> 

PAGE 15 
- --------------------------------- 

SCHEDULE OF INVESTMENTS--October 31, 1996 

<TABLE>
<CAPTION>
                                            Interest     Maturity       Par         Market 
                                              Rate         Date        Value        Value 
- --------------------------------------------------------------------------------------------
<S>                                          <C>        <C>           <C>        <C>
FOREIGN DENOMINATED FIXED INCOME (0.3%) 
BRAZIL 
Merchandising (0.3%) 
Mesbla S.A. (b)                              13.250%    11/01/1996    200,000    $   301,127
- --------------------------------------------------------------------------------------------
TOTAL FOREIGN DENOMINATED FIXED INCOME (Cost--$214,460)                              301,127
- --------------------------------------------------------------------------------------------
TOTAL INVESTMENTS (COST $87,207,862) (D)                                          98,533,755
FOREIGN CURRENCY HOLDINGS (COST $8,631) (0.0%) (B)                                     8,459
OTHER ASSETS AND LIABILITIES--NET (0.3%)                                             296,947
- --------------------------------------------------------------------------------------------
NET ASSETS (100%)                                                                $98,839,161
- --------------------------------------------------------------------------------------------
</TABLE>

(a) Non-income-producing securities. 

(b) Investments denominated in the local currency and/or foreign currency 
    holdings of certain countries are considered illiquid due to foreign 
    exchange restrictions of these markets. 

(c) Securities that may be resold to "qualified institutional buyers" under 
    Rule 144A of the Federal Securities Act of 1933, as amended. These 
    securities have been determined to be liquid under guidelines established 
    by the Board of Trustees. 

(d) The cost of investments for federal income tax purposes is $87,556,498. 
    Gross unrealized appreciation and depreciation of investments based on 
    identified tax cost, at October 31, 1996 are as follows: 
               Gross unrealized appreciation     $ 13,912,726 
               Gross unrealized depreciation       (2,935,469) 
                                                 ------------ 
               Net unrealized appreciation       $ 10,977,257 
                                                 ============ 

Legend of Portfolio Abbreviations: 
ADR--American Depository Receipt 
GDR--Global Depository Receipt 

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS 

<TABLE>
<CAPTION>
                                                   In        U.S. Value at 
 Exchange                                       Exchange      October 31,        Unrealized 
   Date                                        for U.S. $         1996          Depreciation 
- --------------------------------------------------------------------------------------------

Forward Foreign Currency Exchange Contracts to Sell: 

                       Contracts to Deliver 
- ----------    -----------------------------    ----------    --------------    -------------- 
<S>           <C>       <C>                     <C>             <C>                 <C>   
11/01/96      130,590   Brazilian Real          $127,008        $127,107            ($99) 
</TABLE>

See Notes to Financial Statements. 

<PAGE> 

PAGE 16 
- --------------------------------- 
Keystone Fund of the Americas 


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

                                                    Year Ended October 31, 
                                               --------------------------------
                                                1996        1995        1994 
- --------------------------------------------------------------------------------
Net asset value beginning of year              $  9.86     $ 10.55     $ 10.00 
- --------------------------------------------------------------------------------
Income from investment operations 
 Net investment income                            0.39        0.44        0.21 
 Net realized and unrealized gain (loss) on 
  investments and foreign currency 
  related transactions                            1.24       (0.81)       0.50 
- --------------------------------------------------------------------------------
   Total from investment operations               1.63       (0.37)       0.71 
- --------------------------------------------------------------------------------
Less distributions from 
 Net investment income                           (0.31)      (0.30)      (0.10)
 In excess of net investment income              (0.05)       0.00       (0.01)
 Net realized gain on investments                 0.00       (0.02)      (0.05)
- --------------------------------------------------------------------------------
   Total distributions                           (0.36)      (0.32)      (0.16)
- --------------------------------------------------------------------------------
Net asset value end of year                    $ 11.13     $  9.86     $ 10.55 
- --------------------------------------------------------------------------------
Total return (a)                                 16.74%      (3.35%)      7.21%
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                   1.83%(b)    1.86%(b)    1.79%
 Net investment income                            3.05%       4.02%       2.45%
Portfolio turnover rate                            112%         57%        104%
Average commission rate paid                   $0.0005         N/A         N/A 
- --------------------------------------------------------------------------------
Net assets, end of year (thousands)            $11,021     $14,333     $23,880 
- --------------------------------------------------------------------------------

(a) Excluding applicable sales charges. 
(b) The expense ratio includes indirectly paid expenses. Excluding indirectly 
    paid expenses, the expense ratio would have been 1.81% and 1.84% for the 
    years ended October 31, 1996 and 1995, respectively. 

See Notes to Financial Statements.

<PAGE> 

PAGE 17 
- --------------------------------- 

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

                                                    Year Ended October 31, 
                                               ---------------------------------
                                                1996        1995         1994 
- --------------------------------------------------------------------------------
Net asset value beginning of year              $  9.76     $ 10.49     $  10.00 
- --------------------------------------------------------------------------------
Income from investment operations 
 Net investment income                            0.23        0.32         0.14 
 Net realized and unrealized gain (loss) on 
  investments and foreign currency 
  related transactions                            1.30       (0.75)        0.50 
- --------------------------------------------------------------------------------
   Total from investment operations               1.53       (0.43)        0.64 
- --------------------------------------------------------------------------------
Less distributions from 
 Net investment income                           (0.27)      (0.28)       (0.09)
 In excess of net investment income              (0.04)       0.00        (0.01)
 Net realized gain on investments                 0.00       (0.02)       (0.05)
- --------------------------------------------------------------------------------
   Total distributions                           (0.31)      (0.30)       (0.15)
- --------------------------------------------------------------------------------
Net asset value end of year                    $ 10.98     $  9.76     $  10.49 
- --------------------------------------------------------------------------------
Total return (a)                                 15.82%      (4.00%)       6.48%
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                   2.59%(b)    2.61%(b)     2.54%
 Net investment income                            2.30%       3.27%        1.70%
Portfolio turnover rate                            112%         57%         104%
Average commission rate paid                   $0.0005         N/A          N/A 
- --------------------------------------------------------------------------------
Net assets, end of year (thousands)            $79,026     $97,165     $148,769 
- --------------------------------------------------------------------------------

(a) Excluding applicable sales charges. 
(b) The expense ratio includes indirectly paid expenses. Excluding indirectly 
    paid expenses, the expense ratio would have been 2.58% and 2.59% for the 
    years ended October 31, 1996 and 1995, respectively. 

<PAGE> 

PAGE 18 
- --------------------------------- 
Keystone Fund of the Americas 


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

                                                    Year Ended October 31, 
                                               --------------------------------
                                                1996        1995        1994 
- --------------------------------------------------------------------------------
Net asset value beginning of year              $  9.77     $ 10.50     $ 10.00 
- --------------------------------------------------------------------------------
Income from investment operations 
 Net investment income                            0.23        0.32        0.14 
 Net realized and unrealized gain (loss) on 
  investments and foreign currency 
  related transactions                            1.30       (0.75)       0.51 
- --------------------------------------------------------------------------------
   Total from investment operations               1.53       (0.43)       0.65 
- --------------------------------------------------------------------------------
Less distributions from 
 Net investment income                           (0.27)      (0.28)      (0.09)
 In excess of net investment income              (0.04)       0.00       (0.01)
 Net realized gain on investments                 0.00       (0.02)      (0.05)
- --------------------------------------------------------------------------------
   Total distributions                           (0.31)      (0.30)      (0.15)
- --------------------------------------------------------------------------------
Net asset value end of year                    $ 10.99     $  9.77     $ 10.50 
- --------------------------------------------------------------------------------
Total return (a)                                 15.80%      (4.00%)      6.58%
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                   2.59%(b)    2.61%(b)    2.54%
 Net investment income                            2.26%       3.27%       1.74%
Portfolio turnover rate                            112%         57%        104%
Average commission rate paid                   $0.0005         N/A         N/A 
- --------------------------------------------------------------------------------
Net assets, end of year (thousands)            $ 8,791     $11,242     $17,740 
- --------------------------------------------------------------------------------

(a) Excluding applicable sales charges. 
(b) The expense ratio includes indirectly paid expenses. Excluding indirectly 
    paid expenses, the expense ratio would have been 2.58% and 2.59% for the 
    years ended October 31, 1996 and 1995, respectively. 

<PAGE> 

PAGE 19 
- --------------------------------- 


STATEMENT OF ASSETS AND LIABILITIES 
October 31, 1996 

=========================================================================
Assets 
Investments at market value (identified cost-- 
 $87,207,862)                                                $ 98,533,755
Foreign currency holdings (identified cost--$8,631)                 8,459
Cash                                                              318,898
 Receivable for: 
  Fund shares sold                                                 36,107
  Investments sold                                                127,107
  Dividends and interest                                           55,386
 Prepaid expenses and other assets                                 23,297
- -------------------------------------------------------------------------
   Total assets                                                99,103,009
- -------------------------------------------------------------------------
Liabilities 
 Payable for fund shares redeemed                                 153,581
 Foreign taxes to be withheld                                       1,822
 Unrealized depreciation on forward foreign currency 
  exchange contracts                                                   99
 Other accrued expenses                                           108,346
- -------------------------------------------------------------------------
   Total liabilities                                              263,848
- -------------------------------------------------------------------------
Net assets                                                   $ 98,839,161
- -------------------------------------------------------------------------
Net assets represented by (Note 3) 
 Paid-in-capital                                             $101,961,769
 Undistributed net investment income                              993,649
 Accumulated realized loss on investment transactions         (15,441,649)
 Net unrealized appreciation (depreciation) on 
  investments and foreign currency related 
  transactions                                                 11,325,392
- -------------------------------------------------------------------------
   Total net assets                                          $ 98,839,161
- -------------------------------------------------------------------------
Net asset value 
 Class A Shares 
  Net assets of $11,021,492 / 990,646 shares 
   outstanding                                               $      11.13
  Offering price per share ($11.13 / 0.9425) based 
   on sales charge of 5.75% of the offering price at 
  October 31, 1996)                                          $      11.81
 Class B Shares 
  Net assets of $79,026,458 / 7,194,502 shares 
   outstanding                                               $      10.98
 Class C Shares 
  Net assets of $8,791,211 / 800,097 shares 
   outstanding                                               $      10.99
- -------------------------------------------------------------------------

STATEMENT OF OPERATIONS 
Year Ended October 31, 1996 

=====================================================================
Investment income 
  Dividends (net of foreign  withholding 
   tax of $314,909)                                       $ 2,047,132
  Interest                                                  3,354,642
- ---------------------------------------------------------------------
  Total income                                              5,401,774
- ---------------------------------------------------------------------
Expenses (Notes 4 and 5) 
  Management fee                             $   831,618
  Transfer agent fees                            486,695
  Accounting                                      26,012
  Auditing and legal                              37,741
  Custodian fees                                 304,454
  Printing                                        16,399
  Trustees' fees and expenses                      7,305
  Amortization of organization expense             8,568
  Distribution Plan expenses                   1,010,670
  Registration fees                               36,888
  Miscellaneous expenses                          10,773
- ---------------------------------------------------------------------
     Total expenses                            2,777,123
     Less: Expenses paid indirectly 
        (Note 6)                                 (15,891)
- ---------------------------------------------------------------------
  Net expenses                                              2,761,232
- ---------------------------------------------------------------------
  Net investment income                                     2,640,542
- ---------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments and foreign 
currency related transactions (Note 3) 
  Net realized gain on investments             9,467,805
  Net realized loss on foreign currency 
   related transactions                       (3,512,696)
- ---------------------------------------------------------------------
  Net realized gain on investments and 
   foreign currency related  transactions                   5,955,109
- ---------------------------------------------------------------------
  Net change in unrealized  appreciation 
    or depreciation on investments and 
    foreign currency related transactions                   7,956,482
- ---------------------------------------------------------------------
  Net realized and unrealized gain on 
   investments and foreign currency 
   related transactions                                    13,911,591
- ---------------------------------------------------------------------
  Net increase in net assets resulting 
   from operations                                        $16,552,133
- ---------------------------------------------------------------------

See Notes to Financial Statements.

<PAGE> 

PAGE 20 
- --------------------------------- 
Keystone Fund of the Americas 


STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                              Year Ended October 31, 
                                                          ------------------------------ 
                                                              1996             1995 
=======================================================================================
<S>                                                       <C>              <C>
Operations 
 Net investment income                                    $  2,640,542     $  4,955,486
 Net realized gain (loss) on investments and foreign                        (12,645,021)
  currency related transactions                              5,955,109 
 Net change in unrealized appreciation or depreciation 
  on investments and foreign currency related 
  transactions                                               7,956,482       (2,699,055)
- ---------------------------------------------------------------------------------------
  Net increase (decrease) in net assets resulting 
  from operations                                           16,552,133      (10,388,590)
- ---------------------------------------------------------------------------------------
Distributions to shareholders 
 Net investment income 
  Class A Shares                                              (361,523)        (539,452)
  Class B Shares                                            (2,175,018)      (3,268,145)
  Class C Shares                                              (231,347)        (389,267)
 In excess of net investment income 
  Class A Shares                                               (61,278)               0
  Class B Shares                                              (368,664)               0
  Class C Shares                                               (39,213)               0
 Tax basis return of capital 
  Class A Shares                                                     0          (36,708)
  Class B Shares                                                     0         (225,106)
  lass C Shares                                                      0          (26,989)
- ---------------------------------------------------------------------------------------
  Total distributions to shareholders                       (3,237,043)      (4,485,667)
- ---------------------------------------------------------------------------------------
Capital share transactions (Note 2) 
 Proceeds from shares sold 
  Class A Shares                                             1,884,412        2,223,085
  Class B Shares                                             7,991,078        6,934,330
  Class C Shares                                               709,458        1,057,154
 Payments for shares redeemed 
  Class A Shares                                            (7,167,407)     (10,485,266)
  Class B Shares                                           (39,001,039)     (49,897,788)
  Class C Shares                                            (4,499,957)      (6,568,724)
 Net asset value of shares issued in reinvestment of 
  distributions 
  Class A Shares                                               382,390          522,497
  Class B Shares                                             2,248,867        3,066,527
  Class C Shares                                               236,280          372,904
- ---------------------------------------------------------------------------------------
  Net decrease in net assets resulting from capital 
  share transactions                                       (37,215,918)     (52,775,281)
- ---------------------------------------------------------------------------------------
    Total decrease in net assets                           (23,900,828)     (67,649,538)
- ---------------------------------------------------------------------------------------
 Net Assets 
  Beginning of year                                        122,739,989      190,389,527
- ---------------------------------------------------------------------------------------
  End of year [including undistributed net investment 
  income as follows: 
  1996--$993,649 and 1995--$127,346]                      $ 98,839,161     $122,739,989
- ---------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements. 

<PAGE> 

PAGE 21 
- --------------------------------- 

NOTES TO FINANCIAL STATEMENTS 

(1.) Significant Accounting Policies 

Keystone Fund of the Americas (the "Fund") is a Massachusetts business trust 
for which Keystone Investment Management Company ("Keystone") is the 
Investment Adviser. Keystone is a wholly-owned subsidiary of Keystone 
Investments, Inc. ("KII"). The Fund is registered under the Investment 
Company Act of 1940, as amended (the "1940 Act"), as a diversified, open-end 
investment company. The Fund offers several classes of shares. The Fund's 
primary investment objective is long term growth of capital through 
investments in equity and fixed income securities of North America (the 
United States and Canada) and Latin America (Mexico and countries in South 
and Central America.) As a secondary objective, the Fund seeks current 
income. 

  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 require 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. Valuation of Securities 

Investments are usually valued at the closing sales price, or in the absence 
of sales and for over-the-counter securities, the mean of the bid and asked 
prices. Securities for which valuations are not available from an independent 
pricing service (including restricted securities) are valued at fair value as 
determined in good faith according to procedures established by the Board of 
Trustees. 

  Short-term investments with remaining maturities of 60 days or less are 
carried at amortized cost, which approximates market value. Short-term 
investments with greater than 60 days to maturity are valued at market value. 

B. Repurchase Agreements 

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. 

  Securities pledged as collateral for repurchase agreements are held by the 
custodian on the Fund's behalf. The Fund monitors the adequacy of the 
collateral daily and will require the seller to provide additional collateral 
in the event the market value of the securities pledged falls below the 
carrying value of the repurchase agreement. 

C. Foreign Currency 

The books and records of the Fund are maintained in United States (U.S.) 
dollars. Foreign currency amounts are translated into U.S. dollars as 
follows: market value of investments, assets and liabilities at the daily 
rate of exchange; purchases and sales of investments, income and expenses at 
the rate of exchange prevailing on the respective dates of such transactions. 
Net unrealized foreign exchange gain (loss) resulting from changes in foreign 
currency exchange rates is a component of net unrealized appreciation 
(depreciation) on investments and foreign currency related transactions. Net 
realized foreign currency gains and losses resulting from changes in exchange 
rates include foreign currency gains and losses between trade date and 
settlement date on investment securities transactions, foreign currency 
transactions and the difference between the amounts of interest and dividends 
recorded on the books of the Fund and the amount actually received. The 
portion of foreign currency 

<PAGE> 

gains and losses related to fluctuations in exchange rates between the 
initial purchase trade date and subsequent sale trade date is included in 
realized gain (loss) on foreign currency related transactions. 

D. Forward Foreign Currency Exchange Contracts 

The Fund may enter into forward foreign currency exchange contracts ("forward 
contracts") to settle portfolio purchases and sales of securities denominated 
in a foreign currency and to hedge certain foreign currency assets or 
liabilities. Forward contracts are recorded at the forward rate and 
marked-to-market daily. Realized gains and losses arising from such 
transactions are included in net realized gain (loss) on investments and 
foreign currency related transactions. The Fund bears the risk of an 
unfavorable change in the foreign currency exchange rate underlying the 
forward contract and is subject to the credit risk that the other party will 
not fulfill their obligations under the contract. Forward contracts involve 
elements of market risk in excess of the amount reflected in the statement of 
assets and liabilities. 

E. Security Transactions and Investment Income 

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 and 
includes amortization of discounts and premiums. Dividend income is recorded 
on the ex-dividend date. 

F. Federal Income Taxes 

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 (the 
"Code"). Thus, the Fund is relieved of any federal income tax liability by 
distributing all of its net taxable investment income and net taxable capital 
gains, if any, to its shareholders. The Fund also intends to avoid excise tax 
liability by making the required distributions under the Code. Accordingly, 
no provision for federal income taxes is required. 

G. Distributions 

The Fund distributes net investment income quarterly and net capital gains, 
if any, at least annually. Distributions to shareholders are recorded at the 
close of business on the ex-dividend date. 

Income and capital gains distributions to shareholders are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles. These differences are primarily due to 
differing treatment of foreign currency gains and losses generated by the 
Fund. 

H. Class Allocations 

Class A shares are offered at a public offering price which includes a 
maximum sales charge of 5.75% payable at the time of purchase. Class B shares 
are sold subject to a contingent deferred sales charge that is payable upon 
redemption and decreases depending on how long the shares have been held. 
Class B shares purchased on or after June 1, 1995 that have been outstanding 
for eight years will automatically convert to Class A shares. Class B shares 
purchased prior to June 1, 1995 that have been outstanding for seven years 
will automatically convert to Class A shares. Class C shares are sold subject 
to a contingent deferred sales charge payable on shares redeemed within one 
year of purchase. 

  Income, expenses (other than class specific expenses) and realized and 
unrealized gains and losses are prorated among the classes based on the 
relative net assets of each class. Currently, class specific expenses are 
limited to expenses incurred under the Distribution Plans for each class. 

<PAGE> 

PAGE 23 
- --------------------------------- 

(2.) Capital Share Transactions 

The Fund's Declaration of Trust authorizes the issuance of an unlimited 
number of shares of beneficial interest with no par value. Shares of 
beneficial interest of the Fund are currently divided into Class A, Class B 
and Class C. Transactions in shares of the Fund were as follows: 

                      Year ended October 31,
                    -------------------------
Class A                1996           1995 
- ---------------------------------------------
Shares sold           176,782         228,352
Shares redeemed      (676,261)     (1,093,787)
Shares issued in 
reinvestment of 
distributions          36,036          55,264
- ---------------------------------------------
Net decrease         (463,443)       (810,171)
- ---------------------------------------------

Class B 
- -----------------------------------------------
Shares sold             765,039         722,537 
Shares redeemed      (3,737,221)     (5,283,163) 
Shares issued in 
reinvestment of 
distributions           215,054         326,301 
- -----------------------------------------------
Net decrease         (2,757,128)     (4,234,325) 
- -----------------------------------------------

Class C
- ------------------------------------------
Shares sold            66,448      108,457 
Shares redeemed      (439,812)    (687,611) 
Shares issued in 
reinvestment of 
distributions          22,570       39,672 
- ------------------------------------------
Net decrease         (350,794)    (539,482) 
- ------------------------------------------

(3.) Securities Transactions 

As of October 31, 1996 the Fund had a capital loss carryover for federal 
income tax purposes of approximately $15,093,000 which expires as follows: 
$1,651,000--2001 and $13,442,000--2002. 

  Cost of purchases and proceeds from sales of investment securities 
(excluding short-term securities and foreign cash) for the year ended October 
31, 1996, were $118,952,106 and $141,637,439, respectively. 

(4.) Distribution Plans 

The Fund bears some of the costs of selling its shares under Distribution 
Plans adopted for its Class A, B and C shares pursuant to Rule 12b-1 under 
the 1940 Act. Under the Distribution Plans, the Fund pays its principal 
underwriter, Keystone Investment Distributors Company ("KIDC"), a 
wholly-owned subsidiary of Keystone, amounts that are calculated and paid 
daily. 

  The Class A Distribution Plan provides for expenditures, which are currently 
limited to 0.25% annually of the average daily net assets of the Class A 
shares, to pay expenses related to the distribution of Class A shares. During 
the year ended October 31, 1996, the Fund paid $29,525 to KIDC under the 
Class A Distribution Plan. 

  Pursuant to the Fund's Class B and Class C Distribution Plans, the Fund pays 
a distribution fee which may not exceed 1.00% annually of the average daily 
net assets of Class B and Class C shares, respectively. Of that amount, 0.75% 
is used to pay distribution expenses and 0.25% is used to pay service fees. 

  During the year ended October 31, 1996, under the Class B Distribution 
Plans, the Fund paid or accrued $864,140 for Class B shares purchased before 
June 1, 1995 and $22,648 for Class B shares purchased on or after June 1, 
1995. The Fund paid $94,357 under the Class C Distribution Plan. 

  Each of the Distribution Plans may be terminated at any time by vote of the 
Independent Trustees or by vote of a majority of the outstanding voting 
shares of the respective class. However, after the termination of any 
Distribution Plan, and subject to the discretion of 

<PAGE> 

the Independent Trustees, payments to KIDC may continue as compensation for 
services that had been earned while the Distribution Plan was in effect. 

  KIDC intends, but is not obligated, to continue to pay distribution costs 
that exceed the current annual payments from the Fund. KIDC intends to seek 
full payment of such distribution costs from the Fund at such time in the 
future as, and to the extent that, payment thereof by the Class B or Class C 
shares would be within permitted limits. 

  At October 31, 1996, total unpaid distribution costs were $7,003,825 for 
Class B shares purchased before June 1, 1995 and $171,095 for Class B shares 
purchased on or after June 1, 1995. Unpaid distribution costs for Class C 
were $1,178,844 at October 31, 1996. 

  Contingent deferred sales charges paid by redeeming shareholders are paid to 
KIDC. 

(5.) Investment Management Agreement and Other Affiliated Transactions 

Under the terms of the Investment Advisory and Management Agreement between 
Keystone and the Fund, Keystone provides investment management and 
administrative services to the Fund. In return, Keystone is paid a management 
fee that is computed and paid daily. The management fee is calculated by 
applying percentage rates, which start at 0.75% and decline to 0.45% per 
annum as net assets increase, to the average daily net asset value of the 
Fund. 

  During the year ended October 31, 1996, the Fund paid or accrued $26,012 to 
Keystone for certain accounting services. The Fund paid or accrued $486,695 
to Keystone Investor Resource Center, Inc., a wholly-owned subsidiary of 
Keystone, for services rendered as the Fund's transfer and dividend 
disbursing agent. 

  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. 

(6.) Expense Offset Arrangement 

The Fund has entered into an expense offset arrangement with its custodian. 
For the year ended October 31, 1996, the Fund incurred total custody fees of 
$304,454 and received a credit of $15,891 pursuant to this expense offset 
arrangement, resulting in a net custody expense of $288,563. The assets 
deposited with the custodian under this expense offset arrangement could have 
been invested in income-producing assets. 

(7.) Agreement and Plan of Acquisition 

On September 6, 1996, KII entered into an Agreement and Plan of Acquisition 
and Merger with First Union Corporation ("First Union") and First Union 
National Bank of North Carolina ("FUNB-NC") and certain other parties 
pursuant to which KII will be merged with and into a wholly-owned subsidiary 
of FUNB-NC. Subject to the receipt of the required regulatory and shareholder 
approvals, the proposed merger is expected to take place in December 1996. 

================================================================================
FEDERAL TAX STATUS--FISCAL 1996 
DISTRIBUTIONS (Unaudited) 

The per-share distributions paid to you for fiscal 1996, whether taken in 
shares or cash, are as follows: 

Class A Shares        Class B Shares       Class C Shares 
- --------------------------------------------------------- 
    Income                Income               Income 
   Dividends            Dividends            Dividends 
     $0.36                $0.31                $0.31 

  In January of 1997, complete information on the calendar year 1996 
distributions will be forwarded to you to assist you in completing your 1996 
federal income tax return. 

<PAGE> 

PAGE 25 
- --------------------------------- 

INDEPENDENT AUDITORS' REPORT 

The Trustees and Shareholders 
Keystone Fund of the Americas 

We have audited the accompanying statement of assets and liabilities of 
Keystone Fund of the Americas, including the schedule of investments, as of 
October 31, 1996, and the related statement of operations for the year then 
ended, the statements of changes in net assets for each of the years in the 
two-year period then ended, and the financial highlights for each of the 
years in the three-year period then ended. These financial statements and 
financial highlights are the responsibility of the Fund's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of October 31, 1996 by correspondence with the custodian. 
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation. We believe that our audits provide a 
reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Keystone Fund of the Americas as of October 31, 1996, the results of its 
operations for the year then ended, the changes in its net assets for each of 
the years in the two-year period then ended, and the financial highlights for 
each of the periods specified in the first paragraph above in conformity with 
generally accepted accounting principles. 

                                                         KPMG Peat Marwick LLP 
Boston, Massachusetts 
November 29, 1996 

<PAGE> 

PAGE 26 
- --------------------------------- 
Keystone Fund of the Americas 

                               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> 

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