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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 Quality Bond Fund (B-1)
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Shares of beneficial interest, $1.00 par value
3. Investment Company Act File Number: 811-92
Securities Act File Number: 2-10658
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed 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:
Not Applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
Not Applicable
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:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal
year:
5,215,666
$ 78,243,761
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
5,215,666
$ 78,243,761
11: Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
799,017
$ 11,900,336
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): $ 78,243,761
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + $ 11,900,336
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year if
applicable): - $ 126,927,895
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(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-
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(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): ($ 48,684,134)
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by line
(vi)] -0-
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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).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Not applicable
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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 (Signature and Title) /s/ James M. Wall
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Assistant Secretary
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DATE: December 28, 1995
#101606CB
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December 20, 1995
Keystone Quality Bond Fund (B-1)
200 Berkeley Street
Boston, Massachusetts 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, investment adviser to Keystone Quality Bond
Fund (B-1) (the "Fund"). You have asked for my opinion with respect to the
issuance of 5,215,666 additional 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 such shares under Rule 24f-2 under the 1940 Act. The
Fund is filing its Form 24f-2 Notice to which this opinion is appended to make
the issuance of such shares definite in number for its fiscal year ended October
31, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 94 to the Fund's
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 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.
I hereby consent to the use of this opinion in connection with the
Fund's Form 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
