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:
Shares of beneficial interest, without par value
Classes A, B and 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, 1996
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:
4,651,838
$ 87,266,543
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
4,651,838
$ 87,266,543
11: Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
1,298,917
$ 24,060,522
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): $ 87,266,543
-------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): +$ 24,060,522
-------------
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): -$ 69,108,584
-------------
(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): $ 42,218,481
-------------
(vi) Multiplier prescribed by
Section 6(b) of the Secu-
rities Act of 1933 or other
applicable law or regulation x 1/3300
(vii) Fee due [line (i) or line
(v) multiplied by line (vi)] $ 12,794
-------------
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
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of
Keystone Tax Free Income Fund and in the capacities and on the dates
indicated.
By (Signature and Title): /s/ Sheryl Hirschfeld
Assistant Secretary
Date: February , 1997
<PAGE>
February , 1997
Keystone Omega Fund
200 Berkeley Street
Boston, Massachusetts 02116-5034
Ladies and Gentlemen:
I am a Senior Counsel to Keystone Investment Management Company,
investment adviser to Keystone Omega Fund (the "Fund"). You have asked for my
opinion with respect to the issuance of 4,651,838 additional shares of the Fund,
under the Fund's Declaration of Trust, as amended (the "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 to which this
opinion is appended to make the issuance of such shares definite in number for
its fiscal year ended December 31, 1996.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 26 to the Fund's
Registration Statement under the Securities Act of 1933, as amended, 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 (the "Bylaws"), 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 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 connect with the Fund's
Form 24f-2 making definite the number of such additional shares issued.
Sincerely yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Counsel
