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November 28, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE CAPITAL PRESERVATION AND INCOME FUND
(FORMERLY KEYSTONE AMERICA CAPITAL PRESERVATION AND INCOME FUND-II) (THE
"FUND"); REGISTRATION STATEMENT NO. 33-38508/811-6237
Dear Sirs/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 September 30, 1995.
(ii) The number of shares of the Fund registered under the Securities Act
of 1933 other than pursuant to Rule 24f-2 remaining unsold at the
beginning of such fiscal year: 3,542,469.
(iii) The number of shares of the Fund registered during such fiscal year
other than pursuant to Rule 24f-2: 5,827,869.
(iv) The number of shares of the Fund sold during such fiscal year*:
Class A Class B Class C Total
2,578,501 2,758,618 150,700 5,487,819
$24,525,461 $26,668,622 $1,440,686 $52,634,769
(v) The number of shares of the Fund sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2: -0-.
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Securities and Exchange Commission
Page Two
November 28, 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: $-0-
(b) Reduced by the difference between:
(1) The actual aggregate
redemption price of shares
of the Fund redeemed during
the fiscal year: $69,924,430
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-
($69,924,430)
(c) Net aggregate sales price: ($69,924,430)
(d) Fee computed at 1/29 of 1%: $-0-
If you have any questions or would like further information, please
call me at (617) 338-3433.
Sincerely yours,
/s/ James M. Wall
James M. Wall
105101F3
