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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 Precious Metals Holdings Inc.
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Not applicable
3. Investment Company Act File Number: 811-2303
Securities Act File Number: 2-81691
4. Last day of fiscal year for which this notice is filed:
February 29, 1996
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): 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: 6,083,320
$ 145,878,014
9. Number and aggregate sale price of securities sold during the fiscal year:
16,257,907
$376,204,823
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2: 10,174,587
$235,437,975
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): -0-
$0
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): $235,437,975
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +$0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -$394,450,262
(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): ($159,012,287)
(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)] $0
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: 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: /s/ Melina M. T. Murphy
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(Name) Melina M. T. Murphy
(Title) Assistant Secretary
DATE: April 8, 1996
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April 8, 1996
Keystone Precious Metals Holdings, 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 Precious Metals Holdings, Inc. (the "Fund"). You have asked
for my opinion with respect to the issuance of 10,174,587 additional shares of
the Fund under the Fund's Articles of Incorporation 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
February 29, 1996.
To my knowledge, a Prospectus is on file with the Securities and Exchange
Commission as part of Post-Effective Amendment No. 20 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 Articles of Incorporation, 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 Articles of Incorporation; a
review of the minutes of the Fund's Board of Directors 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
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
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