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December 6, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE INTERNATIONAL FUND INC. (THE
"FUND") REGISTRATION STATEMENT NO. 2-21640/811-1231;
CIK NO. 0000079321
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
fiscal year ended October 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: 6,262,176
(iv) The number of shares of the Fund sold during such fiscal year:
12,460,965
$84,005,110
(v) The number of shares of the Fund sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 was:
12,460,965
$84,005,110
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Securities and Exchange Commission
Page 2
December 6, 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: $84,005,110
(b) Reduced by the difference between:
(1) The actual aggregate redemption
price of shares of the Fund
redeemed during the fiscal year: $112,505,516
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-
($28,500,406)
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(c) Net aggregate sales price: ($28,500,406)
(d) Fee computed at 1/2900: $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,
/s/Melina M. T. Murphy
Melina M. T. Murphy
Assistant Secretary
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December 6, 1995
Keystone International Fund Inc.
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 International Fund Inc. (the "Fund"). You have
asked for my opinion with respect to the issuance of 12,460,965 shares of the
Fund under the Fund's Articles of Organization, as amended ("Articles of
Organization"), and pursuant to the Fund's indefinite registration of such
shares pursuant to 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 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. 62 to the
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 Articles of Organization, 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
Organization and By-Laws and subject to the limitations stated therein.
My opinion is based upon my examination of the Articles of
Organization; a review of the minutes of the Fund's Board of Directors, 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 Rule
24f-2 Notice filed by the Fund 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
