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July 13, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE SMALL COMPANY GROWTH FUND (S-4)
(FORMERLY NAMED KEYSTONE CUSTODIAN FUND; SERIES S-4)
(THE "FUND"); REGISTRATION STATEMENT NO. 2-10529/811-101
Gentlemen:
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 May 31, 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: -0-.
(iii) The number of shares of the Fund registered during such fiscal
year other than pursuant to Rule 24f-2:
57,880,213.
(iv) The number of shares of the Fund sold during such fiscal year:
102,978,570*.
(v) The number of shares of the Fund sold during such fiscal year
in reliance upon registration pursuant to Rule 24f-2:
45,098,357
$340,208,476
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Securities and Exchange Commission
July 13, 1995
Page 2
* 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: $340,208,476
(b) Reduced by the difference between:
(1) The actual aggregate redemption
price of shares of the Fund
redeemed during the fiscal year: $582,622,286
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-
$(242,413,810)
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(c) Net aggregate sales price: $(242,413,810)
(d) Fee computed at 1/29 of 1%: $ -0-
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice. If you!have any questions or would like further
information, please call me at (617) 338-3686.
Sincerely yours,
Melina M. T. Murphy
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July 13, 1995
Keystone Small Company Growth Fund (S-4)
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 Senior Vice President of and General Counsel to Keystone
Investment Management Company (formerly named Keystone Custodian Funds, Inc.),
investment adviser to Keystone Small Company Growth Fund (S-4) (formerly named
Keystone Custodian Fund; Series S-4) (the "Fund"). You have asked for my opinion
with respect to the issuance of 45,098,357 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 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 May 31, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 121 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, as amended ("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 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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Securities and Exchange Commission
July 13, 1995
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,
Rosemary D. Van Antwerp
Senior Vice President
and General Counsel
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