<PAGE>
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 Omega 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: 811-1600
Securities Act File Number: 2-28183
4. Last day of fiscal year for which this notice is filed: December 31, 1995
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: -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:
3,354,102
$60,258,225
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
3,354,102
$60,258,225
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): 780,113
$13,944,491
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): $60,258,225
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): +$13,944,491
(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -$33,138,623
(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-
(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): $41,064,093
(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation
(see Instruction C.6): x1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)] $14,160
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): [x].
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: January 25, 1996
<PAGE>
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 Vice President
DATE: January 25, 1996
-------------------------------
#10470315
<PAGE>
January 25, 1996
Keystone Omega Fund
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 (formerly named Custodian Funds, Inc.), investment adviser to
Keystone Omega Fund (the "Fund"). You have asked for my opinion with respect to
the issuance of 2,232,747 additional shares of the Fund under the Fund's
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 December 31, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 25 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 Articles of
Incorporation 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.
<PAGE>
Securities and Exchange Commission
January 25, 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
