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August 18, 1995
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE LIQUID TRUST (THE "FUND");
REGISTRATION STATEMENT NO. 2-51914/811-2521
Dear Sirs and Madams:
Pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940
(the "Act"), you are hereby notified as follows:
(i) The fiscal year of the Fund for which this Notice is filed is the
year ended June 30, 1995.
(ii) The number of shares of the Fund registered under the Securities
Act of 1933 other than pursuant to Rule 24f-2 that remained unsold
at the beginning of such fiscal year was -0-.
(iii) The number of shares of the Fund registered during such fiscal
year other than pursuant to Rule 24f-2 was 516,696,048.
(iv) The number of shares of the Fund sold during such fiscal year was
767,973,436*.
Class A Shares Class B Shares Class C Shares
725,781,933 30,267,167 11,924,336
$725,781,933 $30,267,167 $11,924,336
(v) The number of shares of the Fund sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 was 251,277,388.
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Securities and Exchange Commission
Page 2
August 18, 1995
* Pursuant to Rule 24f-2(c), the filing fee for this Notice was calculated as
follows:
(a) Actual aggregate sales price of
shares sold pursuant to Rule
24f-2 during the fiscal year: $251,277,388
(b) Reduced by the difference between:
(1) The actual aggregate redemption
price of shares of the Fund
redeemed during the fiscal year: $942,116,232
and
(2) The actual aggregate redemption
price of such redeemed shares
previously applied pursuant to
Rule 24e-2(a) in filings made
pursuant to Section 24(e)(1) of
the Act: -0-
---------------------------
(c) Net aggregate sales price: ($690,838,844)
(d) Fee computed at 1/29 of 1%: - 0 -
If you have any questions or would like further information, please
call me at (617) 338-3433.
Sincerely yours,
/s/ James M. Wall
------------------------
James M. Wall
Enclosure
#101605d1
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August 18, 1995
Keystone Liquid Trust
200 Berkeley Street
Boston, MA 02116-5034
RE: NOTICE PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT COMPANY ACT OF
1940 ("1940 ACT")
Gentlemen:
I am a Senior Vice President of and General Counsel to Keystone
Investment Management Company (formerly named Keystone Custodian Funds, Inc.),
investment adviser to Keystone Liquid Trust (the "Fund"). You have asked for my
opinion with respect to the issuance of 251,277,388 shares of the Fund under the
Fund's Declaration of Trust, as amended ("Declaration of Trust"), and pursuant
to the indefinite registration of such shares under Rule 24f-2 under the 1940
Act.
The Fund's Prospectus filed with the Securities and Exchange
Commission (the "Commission") as part of Post-Effective Amendment No. 48 to the
Fund's Registration Statement covered the public offering and sale of the Fund
shares for the period during which such shares were issued. The Fund's
Registration Statement registers an indefinite number of shares of the Fund. 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 its fiscal year ended June
30, 1995.
In my opinion, such shares, if issued and sold in accordance with the
Fund's By-laws, Declaration of Trust, and offering Prospectus, were legally
issued, fully paid, and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the Fund's By-laws and Declaration of Trust and
subject to the limitations stated therein.
My opinion is based upon my examination of the Fund's Declaration of
Trust, By-laws, and all amendments thereto; a review of the minutes of the Board
of Trustees of the Fund, 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.
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Keystone Liquid Trust
August 18, 1995
Page Two
I hereby consent to the use of this opinion in connection with the Rule
24f-2 Notice filed by the Fund making definite the number of such additional
shares issued.
Very truly yours,
/s/ Rosemary D. Van Antwerp
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Rosemary D. Van Antwerp
Senior Vice President and
General Counsel
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