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April 21, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE STRATEGIC DEVELOPMENT FUND
(THE "FUND"); REGISTRATION STATEMENT NO. 33-82520/811-8694
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 financial period of the Fund for which this Notice is
filed is the period beginning October 13, 1994 (commencement
of operations) through fiscal year ended March 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 financial period: -0-
(iii) The number of shares of the Fund registered during such
financial period other than pursuant to Rule 24f-2: -0-
(iv) The number of shares of the Fund sold during such financial
period:
Class A Shares Class B Shares Class C Shares Total
597,548 1,790,714 164,011 2,552,273
$5,782,543 $17,271,435 $1,613,595 $24,667,573
(v) The number of shares of the Fund sold during such financial
period in reliance upon registration pursuant to Rule 24f-2
was:
2,552,273
$24,667,573
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Securities and Exchange Commission
Page 2
April 21, 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 financial period:
$24,667,573
(b) Reduced by the difference between:
(1) The actual aggregate redemption
price of shares of the Fund
redeemed during the financial period: $1,985,761
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-
$22,681,812
(c) Net aggregate sales price: $22,681,812
(d) Fee computed at 1/29 of 1%: $7,821.37
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,
Melina M. T. Murphy
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April 21, 1995
Keystone Strategic Development 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 (formerly named Keystone Custodian Funds, Inc.),
investment adviser to Keystone Strategic Development Fund (the "Fund"). You have
asked for my opinion with respect to the issuance of 2,552,273 shares of the
Fund under the Fund's Declaration of Trust, as supplemented ("Declaration of
Trust"), 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 its financial period beginning October 13, 1994
(commencement of operations) through fiscal year ended March 31, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Pre-Effective Amendment No. 1 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 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 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.
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Keystone Strategic Development Fund
April 21, 1995
Page Two
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,
Rosemary D. Van Antwerp
Senior Vice President
and General Counsel
