U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Keystone Hartwell Growth Fund
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Class A, Class B and Class C
3. Investment Company Act File Number: 811-1380
Securities Act File Number: 2-25215
4. Last day of fiscal year for which this notice is filed: October 1, 1995
to April 25, 1996
5. Check box if this notice is being filed for more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ].
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction a.6):
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year: 318,913
$6,426,097
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 35,998
$725,360
9. Number and aggregate sale price of securities sold during the fiscal
year: 30,733
$619,139
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: - 0 -
- 0 -
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7): 248,586
$4,611,968
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $ 0
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): + $4,611,968
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): - $4,151,125
(iv) Aggregate price of shares redeemed
or repurchased and previously
applied as a reduction to filing
fees pursuant to rule 24e-2
(if applicable): + $0.00
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance on rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $460,843
(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation
(see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)] x $158.91
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year (see Instruction C.3.).
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a): [ ].
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
BY: /s/ Melina M. T. Murphy
(Name) Melina M. T. Murphy
(Title) Assistant Secretary
DATE: June 21 , 1996
<PAGE>
June 21, 1996
Keystone Hartwell Growth Fund
200 Berkeley Street
Boston, MA 02116-5034
Re: Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940 (1940 Act)
Ladies and Gentlemen:
I am a Senior Vice President of and General Counsel to Keystone Investment
Management Company (formerly named Custodian Funds, Inc.), investment adviser to
Keystone Hartwell Growth Fund (the "Fund"). You have asked for my opinion with
respect to the issuance of an additional 30,733 shares of the Fund under the
Fund's Declaration of Trust, as amended ("Declaration of Trust"), and pursuant
to the Fund's indefinite registration of its shares under Rule 24f-2 under the
1940 Act. The Fund is filing its Rule 24f-2 Notice to which this opinion is
appended to make the issuance of such shares definite in number for the period
beginning October 1, 1995 through April 25, 1996.
To my knowledge, a Prospectus is on file with the Securities and Exchange
Commission as part of Post-Effective Amendment No. 50 to the Registration
Statement covering the public offering and sale of the Fund's shares for the
period during which such shares were issued.
In my opinion such shares, if issued and sold in accordance with the
Fund's Declaration of Trust, By-Laws and offering Prospectus, were legally
issued, fully paid and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the Declaration of Trust and By-Laws and subject to
the limitations stated therein.
My opinion is based upon my examination of the Fund's Declaration of
Trust; a review of the minutes of the Fund's Board of Trustees, signed by the
Secretary of the Fund, authorizing the registration of shares pursuant to Rule
24f-2 under the 1940 Act and the issuance of such additional shares; and the
Fund's Prospectus. In my examination of such documents, I have assumed the
genuineness of all signatures and the conformity of copies to originals.
<PAGE>
Keystone Hartwell Growth Fund
June 21, 1996
Page 2
I hereby consent to the use of this opinion in connection with the Fund's
Rule 24f-2 Notice making definite the number of such additional shares issued.
Sincerely yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Vice President
and General Counsel
