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September 22, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE STRATEGIC INCOME FUND
(FORMERLY KEYSTONE AMERICA STRATEGIC INCOME FUND)
(THE "FUND"); REGISTRATION NO.33-11050/811-4947
Dear 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 year ended July 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: - 0 -.
(iv) The number of shares of the Fund sold during such fiscal year:
CLASS A SHARES CLASS B SHARES CLASS C SHARES TOTAL
1,476,748 4,868,980 1,847,558 8,193,286
$10,293,965 $34,092,723 $12,856,402 $57,243,090
(v) The number of shares of the Fund sold during such fiscal year
in reliance upon registration pursuant to Rule 24f-2:
8,193,286.
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Securities and Exchange Commission
Page 2
September 22, 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: $57,243,090
(b) Reduced by the difference between:
(1) The actual aggregate redemption
price of shares of the Fund
redeemed during the fiscal year: $96,370,777
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-
($39,127,687)
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(c) Net aggregate sales price: ($39,127,687)
(d) Fee computed at 1/29 of 1%: $ - 0 -
An opinion of counsel with respect to the legality of the shares sold
by the Fund in reliance on Rule 24f-2 for the fiscal year ended July 31, 1995
accompanies this Notice.
Sincerely yours,
/s/ James M. Wall
James M. Wall
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September 22, 1995
Keystone Strategic Income 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 Senior Vice President of and General Counsel to Keystone
Investment Management Company, investment adviser to Keystone Strategic Income
Fund (the "Fund"). You have asked for my opinion with respect to the issuance of
8,193,286 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 July 31,
1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 15 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 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 Fund's Declaration of
Trust; a review of the minutes of the Board of Trustees of the Fund, 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.
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Keystone Strategic Income Fund
September 22, 1995
Page Two
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
