MTG2
[Logo] KEYSTONE
INVESTMENTS
December 1996
Dear Shareholder:
The Special Meeting of Shareholders of Keystone Global Resources and
Development Fund has been adjourned until January 15, 1997. The meeting has
been called in conjunction with the proposed acquisition of Keystone
Investments, Inc. by First Union Corporation, the nation's sixth largest bank
holding company whose organization manages the Evergreen Group of Mutual
Funds. The enclosed proxy material describes the important matters to be voted
upon at that meeting.
If you will be unable to attend the special meeting in person, we ask that
you sign the enclosed proxy card and return it as soon as possible in the
accompanying postage-paid envelope. IT IS VERY IMPORTANT THAT YOU VOTE
PROMPTLY SO THAT WE MAY ENSURE THAT THE NECESSARY QUORUM OF VOTING SHARES IS
REPRESENTED AT THE MEETING.
If the proposals described in the proxy statement are approved,
* Keystone Investment Management Company, your Fund's investment adviser,
will become a subsidiary of First Union Corporation and
* Certain Independent Trustees of the Evergreen Funds will join the
present Independent Trustees on the Boards of the Keystone Funds.
THE PROPOSED ACQUISITION WILL NOT ALTER THE INVESTMENT STRATEGY OR
OBJECTIVES OF YOUR FUND, WILL NOT CHANGE YOUR FUND'S MANAGEMENT CONTRACT, AND
WILL NOT INCREASE YOUR FUND'S MANAGEMENT FEES.
The Independent Trustees of the Keystone Funds have unanimously approved
the proposals and encourage you to do the same. They believe that the
acquisition of Keystone by First Union will create significant opportunities
for benefits to the shareholders of the Keystone Funds in a number of
meaningful ways, including,
* Significantly increased financial strength and stability that should
enhance Keystone's ability to attract and retain top quality investment,
administrative and service personnel and provide opportunities for
enhanced future technology and administrative services for the Funds.
First Union has indicated its intention to devote the resources
necessary for it to become one of the largest mutual fund organizations
in the country.
* Potential economies of scale in the Keystone Funds' shareholder
servicing and transfer agency operations by incorporating the Evergreen
Funds into the Keystone operations.
* Potential growth of the Keystone Funds through the retail brokerage
affiliates of First Union, which will make shares available throughout
its network. It has become clear that competitive growth in fund assets
is necessary to attract and retain top quality investment,
administrative and service personnel.
* Future ability to exchange shares of Keystone Funds for shares of the
Evergreen Funds, including types of funds not currently offered by
Keystone.
Of course, we will be delighted if you can attend the meeting and discuss
these proposals, or any other relevant matter, with us personally. If,
however, time or distance precludes you from joining us, IT IS IMPORTANT THAT
YOU ACT PROMPTLY BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD SO THAT WE
WILL HAVE A QUORUM AT THE MEETING ON JANUARY 15, 1997.
We appreciate your continued support and look forward to receiving your
votes of approval.
Sincerely yours,
/s/ Albert H. Elfner, III /s/ George S. Bissell
Albert H. Elfner, III George S. Bissell
Chairman and Chief Executive Chairman, Board of Trustees
Officer, Keystone Investments, Inc. Keystone Mutual Funds
