KEYSTONE TAX FREE FUND
N-30D, 1995-08-11
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Keystone Tax Free Fund 
Seeks high current income, exempt from federal income taxes, 
while preserving capital by investing in high quality municipal bonds. 

Dear Shareholder: 

We are pleased to report to you on activities of Keystone Tax Free Fund for 
the six-month period which ended June 30, 1995. 

Performance 

Your Fund returned 9.15% for the six-month period and 7.63% for the 
twelve-month period. 

   Your Fund's impressive performance was the result of our careful bond 
selection and a strong rally in the municipal bond market. As interest rates 
went down, municipal bond prices rose, more than recovering from the price 
declines of 1994. This was good news for almost every municipal bond investor 
including your Fund, and it demonstrated the importance of maintaining a 
long-term perspective, especially after market setbacks. 

   The Federal Reserve's policy of controlling inflation began to take hold 
during the six-month period as economic growth slowed and inflation remained 
under control. Bond yields declined in response and bond prices rose 
strongly. US Treasury bonds provided evidence of this as the benchmark 
30-year bond yield fell almost one percentage point. Municipal bond yields 
reflected the interest rate declines, but to a lesser extent, lagging the 
performance of comparable US Treasuries. 

   Overall, municipal bond yields have come just about full circle. Below are 
the yields on a typical 30-year AA-rated bond, illustrating the rise and fall 
of rates during the twelve-month period which ended June 30, 1995. 

<TABLE>
<CAPTION>
                 12 months ago      6 months ago       Period end 
<S>                  <C>               <C>                <C>
Yield                6.30%             6.75%              6.15% 
</TABLE>

   The recovery of municipal bond returns was also evident in market indexes. 
The total return (which includes income and price changes) of the Lehman 
Municipal Bond Index was 12.38% for the six-month period and 11.52% for the 
twelve-month period. 

Portfolio Strategy 
During the six-month period, we shortened the average maturity of the 
portfolio to control price fluctuations and reduce risk. At the end of the 
period, the portfolio's average maturity was 18 years. We maintained our 
barbell quality strategy, using a combination of AAA and BBB-rated bonds. The 
high quality bonds contributed relative stability to the portfolio while the 
lower-rated investment grade bonds allowed us to pursue income more 
aggressively. We continued to emphasize non-callable bonds in order to 
maintain an uninterrupted stream of income for shareholders. 

                            --continued on next page-- 

                                      1 
<PAGE> 
Keystone Tax Free Fund 

Outlook 

These returns were impressive yet, we think investors should maintain more 
modest expectations for Fund performance going forward. We believe the 
overall high quality of the bonds in the portfolio should offer some 
protection if rates inch upward, and the Fund's higher yielding bond holdings 
should continue to provide attractive tax-free income. In all market 
conditions, Keystone Tax Free Fund will continue to seek attractive income 
that is exempt from federal income taxes, allowing you to retain more of your 
investment earnings.(1) 

   We appreciate your continued support of Keystone funds. If you have any 
questions or comments about your investment, please feel free to write to us. 

Sincerely, 

[signature of Albert H. Elfner, III] 
[picture of Albert H. Elfner, III] 
Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc. 

[signature of George S. Bissell] 
[picture of George S. Bissell] 
George S. Bissell 
Chairman of the Board 
Keystone Funds 

July 1995 

(1)For investors in certain tax situations, a portion of income may be 
subject to the federal alternative minimum tax (AMT). 

                                      2 
<PAGE> 
                               A Discussion With
                            Your Fund's Management 

             Keystone Tax Free Fund is managed by Betsy Blacher, 
         vice president and head of Keystone's municipal bond invest- 
           ment management department. Ms. Blacher has 16 years of 
           investment experience and holds a Bachelor's degree from 
         Wheaton College in economics and sociology. She is supported 
        by a team of six investment professionals who are dedicated to 
          researching, analyzing and evaluating municipal bonds. We 
        asked her several questions about the municipal bond market's 
                  recent performance. Her responses follow. 

Q. How did municipal bonds perform over the past six months? 

A. The performance of municipal bonds has been very strong, especially since 
the first of the year. Rates on long-term municipal bonds have dropped about 
nine-tenths of a percentage point since January 1, and bond prices have risen 
significantly. 

Q. How did you position the portfolio? 

A. Our basic strategy didn't change. We focused on high quality issues and 
stayed as fully invested as possible to maximize the Fund's income potential. 
We bought bonds in the 15- to 20-year maturity range because that is where we 
found the best value. On June 30, 1995, the average maturity was 18 years and 
the portfolio's average quality was AA. 

Q. Investors have experienced significant price changes both this year and 
last year. What did you do to minimize this? 

A. To increase price stability, we emphasized investment grade bonds with 
relatively generous yields and non-callable bonds. Both have historically 
tended to provide relative stability across a broad spectrum of market 
environments and interest rate changes. A non-callable bond cannot be bought 
back or called away by its issuer before it matures, so we can usually count 
on its earning power in the portfolio. Call protection is most valuable when 
rates are going down, because that is when municipalities are most likely to 
call their bonds to reduce the cost of their debt. 

Portfolio Quality Summary 
as of June 30, 1995 
S&P Rating(2) 

[The following is a typeset representation of a pie graph] 

AAA (41%) 
AA (21%) 
A (17%) 
BBB (10%) 
Not rated (8%) 
Cash (3%) 

Average Quality: AA (as a percentage of portfolio investments) 

(2) When a Standard & Poor's rating was not available, we used a rating assigned
by another nationally recognized statistical rating organizations such as Fitch
Investor's Service, Inc. or Moody's Investor's Services, Inc.

Fund profile 

Objective: Seeks high current income, exempt from federal income taxes, while 
preserving capital by investing in high quality municipal bonds. 
Inception date: October 7, 1985 
Average quality: AA 
Average maturity: 18 years 
Net assets: $1,213.5 million 

                                      3 
<PAGE> 
Keystone Tax Free Fund 

Q. Did the financial difficulties in Orange County, California affect any of 
the Fund's holdings? 

A. The events did not affect any of the Fund's holdings. Orange County's 
fiscal situation caused uneasiness throughout the municipal markets, and 
called attention to the use of derivatives as an investment strategy. While 
the Fund did not invest in derivatives during the six-month period, it has 
the flexibility to invest in certain types of derivatives and maintains a 
strict policy on their use in the portfolio. 

Q. Do you believe that we've seen the end of the Federal Reserve Bank's 
short-term interest rate increases? 

A. We would be surprised to see a rate increase this year. While it is 
difficult to predict the direction of interest rates, the Federal Reserve 
Bank's rate increases in 1994 appear to have succeeded in slowing the pace of 
economic growth so far this year, and the stock and bond markets have 
responded positively. 

Q. What is your outlook for the municipal bond market? 

A. We remain cautiously optimistic. The economy is slowing and inflation is
moderate, which are generally viewed as positive factors for municipal bond
prices. Bond issuance has declined dramatically over the past few years, from
$293 billion in 1993 to $164 billion in 1994, with $130 billion in supply
expected for 1995. With a shrinking supply of available bonds, we could expect
to see a positive effect on the value of existing bonds if demand increases.

Q. Is there a lesson to be learned from the market activity of the past year? 

A. Yes, we believe there is. The past year has demonstrated that tax-free 
investors who stayed with their investments during the difficult market were 
rewarded for their patience. There is always risk associated with investing, 
and the extraordinary market conditions of 1994 are unlikely to be repeated. 
However, we believe price changes tend to even out over time. In all market 
conditions, Keystone Tax Free Fund will continue to invest in a diversified, 
professionally managed portfolio in seeking income that is exempt from 
federal taxation.(3) 

Tax-Equivalent Yields(4) 
                                Federal Tax Bracket 
                                31%      36%       39.6% 

Fund Yield                    Taxable Equivalent Yield 
5.0% (arrow right)             7.2%     7.8%      8.3% 
5.5% (arrow right)             8.0%     8.6%      9.1% 
6.0% (arrow right)             8.7%     9.4%      9.9% 

A tax free yield of 5.5% is equal to a taxable yield of 8.6% if you are in 
the 36% federal tax bracket. 

(3) For investors in certain tax situations, a portion of income may be 
subject to the federal alternative minimum tax (AMT). 
(4) The table is based on federal tax brackets. The 31% bracket includes 
single filers earnings $53,501-115,000 and joint filers earning 
$89,151-140,000; the 36% bracket includes single filers earning 
$115,001-250,000 and joint filers earning $140,001-250,000; the 39.6% bracket 
includes single and joint filers earning over $250,000. Yields are 
hypothetical and do not represent the returns of any particular investment. 

                                      * 
                      This column is intended to answer 
                      common questions about your Fund. 
       If you have a question you would like answered, please write to: 
                Keystone Investment Distributors Company, Inc. 
                  Attn: Manager, Shareholder Communications 
            200 Berkeley Street, Boston, Massachusetts 02116-5034. 

                                      4 
<PAGE> 
Your Fund's Performance 

[The following is a typeset representation of a mountain chart] 

Growth of an investment in 
Keystone Tax Free Fund 

In Thousands 
<TABLE>
<CAPTION>
<S>    <C>        <C>
6/85   10000.0    10000.0 
       10630.0    11665.0 
6/87   10272.0    12530.0 
       10111.0    13326.0 
6/89   10296.0    14860.0 
        9753.0    15707.0 
6/91    9753.0    16896.0 
       10037.0    18331.0 
6/93   10309.0    20785.0 
        9160.0    20346.0 
6/95    9309.0    21899.0 
</TABLE>

A $10,000 investment in Keystone Tax Free Fund made on June 30, 1985 with all 
distributions reinvested was worth $21,901 on June 30, 1995. Past performance 
is no guarantee of future results. 

Six-Month Performance as of June 30, 1995 

<TABLE>
<CAPTION>
<S>                                            <C>
Total return*                                    9.15% 
Net asset value 12/31/94                       $ 7.10 
                6/30/95                        $ 7.54 
Dividends                                      $0.205 
Capital Gains                                   None 

</TABLE>
* Before deduction of contingent deferred sales charge (CDSC) 

Historical Record as of June 30, 1995 

<TABLE>
<CAPTION>
 Cumulative total return        If you       If you did 
                              redeemed       not redeem 
<S>                            <C>           <C>
1-year                           4.63%         7.63% 
5-year                          39.43%        39.43% 
10-year                        119.01%       119.01% 
Average annual total return 
1-year                           4.63%         4.63% 
5-year                           6.87%         6.87% 
10-year                          8.15%         8.15% 
</TABLE>

The "if you redeemed" returns reflect the deduction of the 3% contingent 
deferred sales charge for those investors who sold Fund shares after one 
calendar year. Investors who retained their fund investment earned the 
returns reported in the second column of the table. 

   The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 

   You may exchange your shares for another Keystone fund by phone or in 
writing for a $10 fee. The exchange fee is waived for individual investors 
who make an exchange using Keystone's Automated Response Line (KARL). The 
Fund reserves the right to change or terminate the exchange offer. 

                                      5 
<PAGE> 
Keystone Tax Free Fund 

                                 Glossary of 
                              Mutual Fund Terms 

   MUTUAL FUND--A company which combines the investment money of many people 
whose financial goals are similar, and invests that money in a variety of 
securities. A mutual fund allows the smaller investor the benefits of 
diversification, professional management and constant supervision usually 
available only to large investors. 

   PORTFOLIO MANAGER--An investment professional who is responsible for 
managing a portfolio's assets prudently and making appropriate investment 
decisions, such as which securities to buy, hold and sell, based on the 
investment objectives of the portfolio. 

   STOCK--Equity or ownership interest in a corporation, which represents a 
claim on the corporation's assets and earnings. 

   BOND--Security issued by a government or corporation to those from whom it 
has borrowed money. A bond usually promises to pay interest income to the 
bondholder at regular intervals and to repay the entire amount borrowed at 
maturity date. 

   CONVERTIBLE SECURITY--A corporate security (usually preferred stock or 
bonds) that is exchangeable for a set number of another security type 
(usually common stocks) at a pre-stated price. 

   MONEY MARKET FUND--A mutual fund whose assets are invested in a 
diversified portfolio of short-term securities, including commercial paper, 
bankers' acceptances, certificates of deposit and other short-term 
instruments. The fund pays income which can fluctuate daily. Liquidity and 
safety of principal are primary objectives. 

   NET ASSET VALUE (NAV) PER SHARE--The value of one share of a mutual fund. 
The NAV per share is determined by subtracting a fund's total liabilities 
from its total assets, and dividing that amount by the number of fund shares 
outstanding. 

   DIVIDEND--A per share distribution of the income earned from the fund's 
portfolio holdings. When a dividend distribution is made, the fund's net 
asset value drops by the amount of the distribution because the distribution 
is no longer considered part of the fund's assets. 

   CAPITAL GAIN--The profit from the sale of securities, less any losses. 
Capital gains are paid to fund shareholders on a per share basis. When a 
capital gain distribution is made, the fund's net asset value drops by the 
amount of the distribution because the distribution is no longer considered 
part of the fund's assets. 

   YIELD--The annualized rate of income as measured against the current net 
asset value of fund shares. 

   TOTAL RETURN--The change in value of a fund investment over a specified 
period of time, taking into account the change in a fund's market price and 
the reinvestment of all fund distributions. 

   SHORT-TERM--An investment with a maturity of one year or less. 

   LONG-TERM--An investment with a maturity of greater than one year. 

   AVERAGE MATURITY--The average number of days until the notes, drafts, 
acceptances, bonds or other debt instruments in a portfolio become due and 
payable. 

   OFFERING PRICE--The offering price of a share of a mutual fund is the 
price at which the share is sold to the public. 

                                      6 
<PAGE> 
Keystone Tax Free Fund 
SCHEDULE OF INVESTMENTS--June 30, 1995 
(Unaudited) 
<TABLE>
<CAPTION>
                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
<S>                                                         <C>        <C>           <C>            <C>
MUNICIPAL BONDS (96.6%) 
ALABAMA 
  Alabama Agricultural and Mechanic University (MBIA)       6.500%     11/01/2025    $ 2,035,000    $ 2,118,130 
ALASKA 
  Alaska Energy Authority, Utilities Revenue (FGIC)         6.600      07/01/2015     13,500,000     14,191,470 
  Alaska State Housing Finance Corp., Series 1993 A         5.400      12/01/2023      5,000,000      4,354,050 
  North Slope Borough, Alaska, General Obligation, 
   Series G (ETM)                                           8.350      06/30/1998      2,000,000      2,181,800 
  North Slope Borough, Alaska, General Obligation, 
   Series A (MBIA)                                          5.900      06/30/2003      3,000,000      3,156,000 
ARIZONA 
  Chandler, Arizona, Water and Sewer (FGIC)                 6.750      07/01/2006        850,000        914,039 
  Maricopa County, Arizona, University School District 
   (MBIA)                                                   8.125      01/01/2010      6,000,000      6,999,900 
  Phoenix, Arizona, Street and Highway User, Series 
   1992 A (FGIC) (effective yield 5.95%) (a)                0.000      07/01/2013      2,500,000        851,150 
  Pima County, Arizona, Industrial Development 
   Authority, Health Care Corp. Revenue                     8.000      07/01/2013      3,015,000      3,374,840 
  Pima County, Arizona, Industrial Development 
   Authority, Health Care Corp. Revenue (MBIA)              8.000      07/01/2013        370,000        405,087 
  Pima County, Arizona, Industrial Development 
   Authority, Irvington Project (FSA)                       7.250      07/15/2010     10,000,000     10,983,700 
  Salt River Project, Arizona, Agricultural 
   Improvement and Power District, Electric Systems 
   Revenue                                                  5.000      01/01/2030     14,680,000     12,421,335 
  Salt River Project, Arizona, Electric Systems 
   Revenue, Salt River Project, Series C                    5.500      01/01/2028      1,000,000        919,610 
ARKANSAS 
  Arkansas State Development Finance Authority, SFMR 
   Refunding                                                8.000      08/15/2011      1,670,000      1,797,755 
CALIFORNIA 
  California Health Facilities Financing, St. Francis 
   Medical Center, Series A                                 5.500      10/01/2009        200,000        194,664 
  California State Public Works Board (AMBAC)               5.250      12/01/2013      1,960,000      1,786,814 
  California State Public Works Board, Various 
   University California Projects, Series B                 5.500      06/01/2019        350,000        315,182 
  California State Public Works, Board Lease 
   Department Correctional State Prison, Series E           5.500      06/01/2015      3,700,000      3,342,543 
  Contra Costa, California, Water District Revenue, 
   Series G (MBIA)                                          5.000      10/01/2026      2,000,000      1,694,300 
  Eden Township, California, Hospital District Revenue      7.400      11/01/2019      5,615,000      5,622,468 

See Notes to Schedule of Investments.                                                  (continued on next page) 

                                      7 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
CALIFORNIA (continued) 
  Fontana, California, Public Financing Authority, Tax 
   Allocation, Series A (MBIA)                              5.000%     09/01/2020    $   295,000    $   253,482 
  Loma Linda, California, Refunding Loma Linda 
   University Medical Center C (MBIA)                       5.375      12/01/2022         85,000         76,316 
  Los Angeles, California, Department Water and Power, 
   Electric Plant Revenue (MBIA)                            5.300      02/15/2025      1,060,000        944,365 
  Los Angeles, California, Transportation Commission, 
   Series A (MBIA)                                          6.250      07/01/2013      6,500,000      6,585,345 
  Los Angeles, California, Convention and Exhibition 
   Center Authority Lease (MBIA)                            5.125      08/15/2013        600,000        539,256 
  Los Angeles, California, Public Works Finance 
   Authority, Multi Capital Facilities Project (MBIA)       5.250      12/01/2016      5,000,000      4,494,750 
  Moulton Niguel, California, Water District 
   Improvement Authority (MBIA)                             5.250      09/01/2013        210,000        191,579 
  Oakland, California, Pensions, Series A (FGIC)            7.600      08/01/2021      3,515,000      3,822,844 
  San Diego, California, Sewer Authority, Series A 
   (AMBAC)                                                  5.000      05/15/2013        275,000        243,644 
  San Joaquin Hills, California, Transportation 
   Corridor Agency, Toll Road Revenue                       7.000      01/01/2030      5,705,000      5,777,396 
  San Joaquin Hills, California, Transportation 
   Corridor Agency, Toll Road Revenue                       6.750      01/01/2032      8,000,000      7,947,520 
  San Jose, California, Redevelopment Tax Allocation 
   (MBIA)                                                   6.000      08/01/2015        250,000        249,962 
  Santa Margarita/Dan Point Authority, California, 
   Revenue, Series B (MBIA)                                 5.750      08/01/2020      5,000,000      4,715,150 
  Southern California Public Power Authority, Power 
   Project Revenue, Series A (AMBAC)                        5.500      07/01/2012      2,300,000      2,166,301 
  Suisun City, California, Redevelopment Agency, Tax 
   Allocation (MBIA)                                        5.500      10/01/2023      4,000,000      3,628,400 
  Walnut Creek, California, John Muir Medical Center 
   (MBIA)                                                   5.000      02/15/2016        350,000        303,240 
COLORADO 
  City and County of Denver, Colorado, Airport System, 
   Series A                                                 8.500      11/15/2023      1,750,000      1,945,475 
  City and County of Denver, Colorado, Airport System, 
   Series A                                                 8.000      11/15/2025        525,000        569,016 
  City and County of Denver, Colorado, Airport System, 
   Series A                                                 7.000      11/15/1999      2,000,000      2,088,560 
  City and County of Denver, Colorado, Airport System, 
   Series A                                                 7.500      11/15/2023      5,625,000      5,948,213 
  City and County of Denver, Colorado, Airport System, 
   Series A                                                 8.750      11/15/2023     16,380,000     18,654,035 
  City and County of Denver, Colorado, Airport System, 
   Series C                                                 6.000      12/01/2025      3,000,000      3,051,990 

See Notes to Schedule of Investments. 

                                      8 
<PAGE> 
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)


                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
COLORADO (continued) 
  City and County of Denver, Colorado, Airport System, 
   Series C                                                 6.650%     11/15/2005    $ 5,980,000    $ 6,096,969 
  City and County of Denver, Colorado, Airport System, 
   Series D                                                 7.750      11/15/2021     12,250,000     13,084,225 
  Colorado Health Facilities Authority, Rocky Mountain 
   Adventist Health Care                                    6.625      02/01/2022      3,000,000      2,895,990 
  Larimer County, Colorado, School District (MBIA)          7.000      12/15/2016      2,250,000      2,567,115 
CONNECTICUT 
  Connecticut Special Tax Obligation, Series B              6.500      10/01/2012      1,600,000      1,713,392 
DELAWARE 
  Delaware State Health Facilities Authority, Medical 
   Center of Delaware (MBIA)                                6.250      10/01/2006      6,000,000      6,485,700 
DISTRICT OF COLUMBIA 
  District of Columbia, General Obligation, Series E 
   (FSA)                                                    6.000      06/01/2011      6,000,000      5,858,340 
FLORIDA 
  Broward County, Florida, Resource Recovery, South 
   Project                                                  7.950      12/01/2008      1,920,000      2,089,114 
  Broward County, Florida, Water and Sewer Utility 
   (AMBAC)                                                  5.000      10/01/2018      2,000,000      1,773,540 
  Florida State Board of Education, Capital Outlay          6.400      06/01/2019     17,000,000     17,476,170 
  Florida State Board of Education, Capital Outlay          5.875      06/01/2024      5,500,000      5,311,460 
  Florida State Board of Education, Capital Outlay          5.125      06/01/2022      9,500,000      8,418,805 
  Florida State, Department of Transportation               5.800      07/01/2018     13,400,000     13,018,100 
  Florida State Municipal Power Agency Revenue, All 
   Requirements, Power Supply Project (AMBAC)               5.100      10/01/2025      5,000,000      4,375,050 
  Florida State Turnpike Authority, Series A (FGIC)         5.000      07/01/2019      1,000,000        874,730 
  Hillsborough County, Florida, Housing Finance 
   Agency, Single Family Mortgage Revenue                   7.300      04/01/2022        495,000        510,187 
  Jacksonville, Florida, Health Facilities Authority, 
   Hospital Revenue (MBIA)                                  5.000      11/15/2015      2,000,000      1,764,060 
  Jacksonville, Florida, Health Facilities Authority, 
   New Children's Hospital (MBIA)                           7.000      06/01/2021      1,800,000      1,961,136 
  Jacksonville, Florida, Transportation Authority 
   (ETM)                                                    9.200      01/01/2015      2,000,000      2,829,780 
  Lee County, Florida, School Board, Certificates of 
   Participation, Series A (FSA)                            7.750      08/01/2005      3,490,000      3,973,121 
  Okaloosa County, Florida, Gas District, Refunding 
   and Improvement (MBIA)                                   6.850      10/01/2014      1,550,000      1,720,205 
  Orlando, Florida, Utilities Commission, Water and 
   Electric Revenue Commission, Series D                    5.000      10/01/2023      8,000,000      6,868,400 
  Orlando-Orange County, Florida, Expressway Authority 
   (FGIC)                                                   8.250      07/01/2015      2,960,000      3,791,168 

                                                                                       (continued on next page) 

                                      9 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
FLORIDA (continued) 
  Orange County, Florida, Sales Tax Revenue, Series A 
   (FGIC)                                                    5.250%    01/01/2016    $ 2,500,000    $ 2,285,675 
  Palm Bay, Florida, Utility Revenue Refunding, Palm 
   Bay Utility Corp. Project (MBIA)                          5.000     10/01/2019      2,000,000      1,750,440 
  Palm Beach County, Florida, Solid Waste Industrial 
   Development, Okeelanta Power Project                      6.850     02/15/2021      1,500,000      1,462,485 
  Pinellas Park, Florida, Public Improvement Revenue 
   Refunding, Series A (FGIC)                                5.000     10/01/2018      3,805,000      3,374,160 
  Polk County, Florida, Housing Finance Authority            7.875     09/01/2022        385,000        401,135 
  St. Petersburg, Florida, Health Facilities Authority 
   (MBIA)                                                    7.000     12/01/2015      3,250,000      3,585,140 
  Tampa, Florida, Subordinate Guaranteed Entitlement, 
   Series B (Pre-refunded)                                   8.500     10/01/2018      1,825,000      2,049,366 
GEORGIA 
  Atlanta, Georgia, General Obligation, Series A             6.000     12/01/2015      2,790,000      2,812,655 
  Atlanta, Georgia, General Obligation, Series A             6.000     12/01/2014      2,690,000      2,723,033 
  De Kalb County, Georgia, Water and Sewer Revenue           5.250     10/01/2023      3,000,000      2,729,430 
  Georgia State, General Obligation, Series B                6.800     03/01/2011      6,000,000      6,762,120 
  Georgia State, General Obligation, Series C                5.250     04/01/2011      9,200,000      8,888,948 
  Metropolitan Atlanta Rapid Transit Authority, 
   Georgia, Sales Tax (AMBAC)                                6.250     07/01/2011      4,255,000      4,479,238 
  Monroe County, Georgia, Pollution Control Revenue, 
   Georgia Power Co. (FGIC)                                 10.500     09/01/2015      7,100,000      7,304,764 
HAWAII 
  Hawaii State Department of Budget and Finance, 
   Special Purpose Revenue, Hawaii Electric Co. 
   (MBIA)                                                    7.375     12/01/2020      8,000,000      8,845,200 
  State of Hawaii, Airport System (MBIA)                     6.450     07/01/2013     10,000,000     10,405,600 
IDAHO 
  Idaho Housing Finance Authority, Single Family 
   Mortgage Bonds, Series D-1                                8.000     01/01/2020      1,355,000      1,423,875 
ILLINOIS 
  Chicago, Illinois, Gas Supply Revenue, People's Gas 
   Light and Coke Co., Series A                              8.100     05/01/2020      6,740,000      7,516,583 
  Cook County, Illinois, General Obligation, District 
   Number 508, Lease Certificates, Series C (MBIA)           7.700     12/01/2005      5,970,000      7,070,271 
  Illinois Development Finance Authority, Pollution 
   Control Revenue Refunding, Edison Co. Project, 
   Series D (AMBAC)                                          6.750     03/01/2015      4,000,000      4,233,160 
  Illinois State, Sales Tax, Series P                        6.500     06/15/2022      9,000,000      9,388,080 
  Kankakee, Illinois, Sewer Revenue (FGIC)                   6.875     05/01/2011      2,965,000      3,183,254 
  Metropolitan Fair and Exposition Authority, 
   Illinois, Dedicated State Tax Revenue (MBIA)              5.000     06/01/2015      2,000,000      1,729,220 

See Notes to Schedule of Investments. 

                                      10 
<PAGE> 
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
ILLINOIS (continued) 
  Metropolitan Pier and Exposition Authority, 
   Illinois, Dedicated State Tax Revenue (MBIA) 
   (effective yield 6.55%) (a)                              0.000%     06/15/2013    $ 5,625,000    $ 1,844,606 
  Metropolitan Pier and Exposition Authority, 
   Illinois, Dedicated State Tax Revenue (effective 
   yield 6.62%) (a)                                         0.000      06/15/2015     19,440,000      5,629,435 
  Metropolitan Pier and Exposition Authority, 
   McCormick Place Expansion Project                        7.250      06/15/2005      5,500,000      6,290,515 
  Robbins, Illinois, Robbins Resources Recovery, 
   Partners A                                               9.250      10/15/2014     11,500,000     12,596,065 
INDIANA 
  Indianapolis, Indiana, Local Public Improvement Bond 
   Bank, Series 1992D                                       6.750      02/01/2020      2,000,000      2,040,080 
KANSAS 
  Kansas City, Kansas, Utility Systems, Refunding and 
   Improvement (FGIC)                                       6.375      09/01/2023      7,150,000      7,420,914 
KENTUCKY 
  Carroll County, Kentucky, Kentucky Utility Company, 
   Series A                                                 7.450      09/15/2016      5,000,000      5,630,500 
  Jefferson County, Kentucky, Hospital Revenue (MBIA)       6.435      10/23/2014      6,000,000      6,131,820 
  Kentucky Housing Corp., Housing Revenue Bond, Series C    7.900      01/01/2021      5,925,000      6,287,373 
  Trimble County, Kentucky, Pollution Control, 
   Louisville Gas and Electric Co.                          7.625      11/01/2020      2,725,000      2,975,019 
  Trimble County, Kentucky, Pollution Control, 
   Louisville Gas and Electric Co., Series 
   (Pre-refunded)                                           7.625      11/01/2020        545,000        623,556 
LOUISIANA 
  Louisiana Public Facilities Authority (Crossover 
   refunded)                                                8.200      12/01/2015      7,250,000      8,113,910 
  Louisiana State, Series B (MBIA)                          5.625      08/01/2013      3,000,000      2,904,660 
  Orleans Parish, Louisiana, School Board (ETM)             9.050      02/01/2010      5,175,000      6,843,886 
MAINE 
  Regional Waste System, Maine                              8.150      07/01/2011      2,500,000      2,757,825 
MARYLAND 
  Maryland State Community Development Administration, 
   Multi-Family Housing                                     8.750      05/15/2012      3,345,000      3,427,254 
MASSACHUSETTS 
  Boston, Massachusetts, Boston City Hospital               5.750      02/15/2023        735,000        693,348 
  Massachusetts Bay Transportation Authority                5.400      03/01/2008     12,000,000     11,843,400 
  Massachusetts Bay Transportation Authority, Series A      7.000      03/01/2011      4,100,000      4,586,424 
  Massachusetts Bay Transportation Authority, Series A      6.250      03/01/2012      4,000,000      4,154,080 
  Massachusetts Bay Transportation Authority, Series B      6.200      03/01/2016      1,500,000      1,538,535 
  Massachusetts Industrial Finance Agency, Harvard 
   Community Health Plan, Inc.                              8.125      10/01/2017     11,750,000     12,677,662 
                                                           
                                                                                       (continued on next page) 

                                      11 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                           Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
MASSACHUSETTS (continued) 
  Massachusetts Industrial Finance Agency, Pollution 
   Control, Boston Edison Co., Series A                      5.750%    02/01/2014    $ 1,000,000    $   918,240 
  Massachusetts Industrial Finance Agency, Solid Waste 
   Disposal                                                  9.000     08/01/2016      4,100,000      4,327,837 
  Massachusetts Municipal Wholesale Electric, Power 
   Supply Systems                                            6.750     07/01/2008      4,000,000      4,263,920 
  Massachusetts State Health and Educational 
   Facilities Authority (MBIA)                               7.300     10/01/2018      2,000,000      2,183,520 
  Massachusetts State Health and Educational 
   Facilities Authority, Children's Hospital (MBIA)          6.750     07/01/2024      2,000,000      2,105,800 
  Massachusetts State Health and Educational 
   Facilities Authority, Children's Hospital                 6.200     10/01/2016      3,890,000      3,912,445 
  Massachusetts State Health and Educational 
   Facilities Authority, Massachusetts General 
   Hospital, Series G (AMBAC)                                5.375     07/01/2011      1,385,000      1,318,285 
  Massachusetts State Health and Educational 
   Facilities Authority, Massachusetts General 
   Hospital, Series F (AMBAC)                                6.250     07/01/2012      1,000,000      1,038,140 
  Massachusetts State Health and Educational 
   Facilities Authority, Massachusetts General 
   Hospital, Series F (AMBAC)                                6.250     07/01/2020      3,000,000      3,033,960 
  Massachusetts State Health and Educational 
   Facilities Authority, New England Deaconness 
   Hospital (AMBAC)                                          6.875     04/01/2022      2,980,000      3,169,945 
  Massachusetts State Health and Educational 
   Facilities Authority, Wellesley College                   5.375     07/01/2019        680,000        623,846 
  Massachusetts State Housing Finance Agency, Single 
   Family Mortgage                                           9.500     12/01/2016      1,885,000      1,950,805 
  Massachusetts State, General Obligation, 
   Consolidated Loan, Series C (FGIC)                        6.600     11/01/2008      8,000,000      8,674,640 
  Massachusetts State Water Resources Authority, 
   Series A (MBIA)                                           6.000     08/01/2024      1,500,000      1,487,940 
  Massachusetts State Water Resources Authority, 
   Series C                                                  5.250     12/01/2020      3,510,000      3,081,569 
  Quincy, Massachusetts, Quincy Hospital (FSA)               5.250     01/15/2016        100,000         90,323 
MICHIGAN 
  Michigan State Hospital Finance Authority, Hospital 
   Refunding (Daughters Charity Health Systems 
   -Providence Hospital)                                    10.000     11/01/2015      7,960,000      8,265,744 
  Monroe County, Michigan, Economic Development Corp., 
   Detroit Edison Co. (FGIC)                                 6.950     09/01/2022      6,000,000      6,751,020 
  Okemos, Michigan, Public School District, Series I 
   (effective yield 6.61%) (a)                               0.000     05/01/2021     51,525,000     10,159,700 
  Romulus, Michigan, Community Schools, Capital 
   Appreciation, Series I (effective yield 5.80%) (a)        0.000     05/01/2017     39,490,000     10,274,508 

See Notes to Schedule of Investments. 

                                      12 
<PAGE> 
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
MICHIGAN (continued) 
  West Ottawa, Michigan, Public School District, 
   Capital Appreciation (effective yield 5.75%) (a)          0.000%    05/01/2015    $35,490,000    $10,573,891 
MINNESOTA 
  Dakota County, Minnesota, Housing and Redevelopment 
   Authority, Single Family Mortgage (FGIC)                  9.375     05/01/2018         30,000         31,881 
  Minnesota Housing Finance Agency, Housing 
   Development, Residential Mortgage, Series H               6.500     01/01/2026      3,500,000      3,486,560 
  St. Cloud, Minnesota, Hospital Facilities Revenue          5.300     10/01/2020      2,400,000      2,162,472 
MISSISSIPPI 
  Mississippi Hospital Equipment and Facilities 
   Authority (Connie Lee)                                    6.400     01/01/2007      1,000,000      1,046,000 
MISSOURI 
  Kansas City, Missouri, Municipal Assistance Corp. 
   Revenue (AMBAC)                                           6.000     04/15/2020        500,000        504,410 
  Missouri State Health and Educational Facilities 
   Authority (MBIA)                                          5.125     11/15/2019      1,000,000        888,560 
  Missouri State Health and Educational Facilities 
   Authority, Barnes Jewish Hospital (MBIA)                  5.150     05/15/2010      5,000,000      4,667,900 
  Missouri State Health and Educational Facilities 
   Authority, Barnes Jewish Hospital                         5.250     05/15/2021      2,200,000      2,000,416 
  Missouri State Health and Educational Facilities 
   Authority, Health Facility Refunding, Series Aa 
   (MBIA)                                                    6.250     06/01/2016      2,400,000      2,446,032 
  Phelps County, Missouri, Phelps County Regional 
   Medical Center (Connie Lee)                               6.000     05/15/2013        125,000        124,909 
  University of Missouri, University Improvement 
   Systems Facilities                                        5.500     11/01/2023        175,000        166,108 
NEBRASKA 
  Nebraska Higher Education Loan Program                     6.200     06/01/2013      5,800,000      5,747,916 
NEVADA 
  Clark County, Nevada, Series A (AMBAC)                     7.500     06/01/2009      4,000,000      4,695,760 
  Clark County, Nevada, School District, Series A 
   (MBIA)                                                    6.750     03/01/2007      3,000,000      3,210,960 
NEW JERSEY 
  New Jersey Health Care Facilities Financing 
   Authority, General Hospital Center at Passaic, 
   Inc., (Pre-refunded) (FHA)                                9.625     08/01/2025      7,500,000      7,678,575 
  New Jersey Health Care Facilities Financing 
   Authority, General Hospital Center at Passaic, 
   Inc., Series B (Pre-refunded)                            10.375     07/01/2014      3,850,000      3,966,154 
  New Jersey Health Care Facilities Financing 
   Authority, General Hospital Center at Passaic, 
   Inc., Series B (Pre-refunded)                            10.125     07/01/2002      1,800,000      1,854,000 

                                                                                       (continued on next page) 

                                      13 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
NEW JERSEY (continued) 
  New Jersey Health Care Facilities Financing 
   Authority, Jersey Shore Medical Center (AMBAC)           6.250%     07/01/2016    $2,000,000     $2,061,640 
  New Jersey Health Care Facilities Financing 
   Authority, Jersey Shore Medical Center (AMBAC)           6.125      07/01/2012     1,000,000      1,020,790 
  New Jersey Health Care Facilities Financing 
   Authority, Kimball Medical Center, Series C              8.000      07/01/2013     3,000,000      3,109,380 
  New Jersey Health Care Facilities Financing 
   Authority, St. Elizabeth's Hospital, Series B            7.750      07/01/1998     1,450,000      1,495,283 
NEW MEXICO 
  City of Albuquerque, New Mexico, Hospital System, 
   Series A (MBIA)                                          6.375      08/01/2007     1,500,000      1,579,830 
NEW YORK 
  Battery Park City Authority, New York, Refunding, 
   Series A                                                 5.000      11/01/2013     3,715,000      3,266,637 
  Battery Park City Authority, New York, Refunding 
   Bonds                                                    5.250      11/01/2017     1,000,000        885,750 
  New York City, New York, General Obligation               7.750      08/15/2014     5,460,000      5,963,084 
  New York City, New York, General Obligation, Fiscal 
   1992, Series A                                           7.750      08/15/2015     3,250,000      3,525,210 
  New York City, New York, General Obligation, Fiscal 
   1992, Series A                                           7.750      08/15/2008     6,000,000      6,489,000 
  New York City, New York, General Obligation, Series 
   D (MBIA)                                                 6.000      08/01/2006       285,000        290,133 
  New York City, New York, Industrial Special 
   Facility, Terminal One Group Association Project         6.000      01/01/2015     2,500,000      2,381,025 
  New York City, New York, Municipal Water Finance 
   Authority, Water and Sewer System (FGIC)                 7.000      06/15/2015     6,000,000      6,429,900 
  New York Energy Research and Development Authority, 
   Consolidated Edison Project                              7.750      01/01/2024     2,900,000      3,093,923 
  New York State Care Facilities, New York Hospital, 
   Series A (AMBAC)                                         6.800      08/15/2024     3,800,000      4,053,042 
  New York State Dormitory Authority, City University 
   Educational Facilities (FGIC)                            7.000      07/01/2009     4,180,000      4,715,291 
  New York State Dormitory Authority, City University 
   Educational Facilities (AMBAC)                           6.250      07/01/2016     3,000,000      3,097,380 
  New York State Dormitory Authority Revenue, State 
   University Educational Facilities, Series B              7.500      05/15/2011     7,000,000      8,008,420 
  New York State Energy Research and Development 
   Authority                                                7.150      02/01/2022     7,250,000      7,355,053 
  New York State Environmental Facilities Corp., State 
   Water Pollution Control (New York City Water 
   Finance Authority)                                       6.875      06/15/2010     5,000,000      5,485,200 

See Notes to Schedule of Investments. 

                                      14 
<PAGE> 
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
NEW YORK (continued) 
  New York State Environmental Facilities Corp., State 
   Water Pollution Control (New York City Water 
   Finance Authority)                                        5.875%    06/15/2014    $ 5,000,000    $ 5,011,500 
  New York State Local Government Assistance Corp. 
   (Pre-refunded)                                            6.750     04/01/2021        900,000      1,021,347 
  New York State Medical Care Facilities, Finance 
   Agency Revenue, Mental Health Services Facilities 
   (MBIA)                                                    6.150     02/15/2015      5,000,000      5,069,700 
  New York State Medical Care Facilities, Finance 
   Agency Revenue, Mental Health Services Facilities 
   (MBIA)                                                    6.000     08/15/2015      2,000,000      2,008,960 
  New York State Medical Care Facilities Finance 
   (FGIC) (effective yield 6.385%)                           0.000     08/15/2014      2,900,000      2,992,887 
  New York State Mortgage Agency                             6.900     04/01/2015      4,500,000      4,707,450 
  New York State Urban Development Corp., Correctional 
   Facilities, Series A                                      7.500     04/01/2011      8,000,000      8,821,760 
  New York State Urban Development Corp., Refunding 
   Correctional Facilities, Series A                         6.500     01/01/2010     13,920,000     14,419,310 
  New York State Urban Development Corp., Revenue 
   Refunding, Correctional Facilities, Series A              5.500     01/01/2014      2,500,000      2,285,325 
  Port Authority of New York and New Jersey                  6.000     12/01/2015      2,060,000      2,070,794 
  Triborough Bridge and Tunnel Authority, New York           5.000     01/01/2015      2,000,000      1,771,580 
  Triborough Bridge and Tunnel Authority, New York, 
   Series Q                                                  5.000     01/01/2017      3,820,000      3,340,552 
  Triborough Bridge and Tunnel Authority, New York, 
   Special Obligation                                        6.625     01/01/2012      8,500,000      9,198,870 
NORTH CAROLINA 
  North Carolina Eastern Municipal Power Agency, Power 
   Systems                                                   7.250     01/01/2007      1,000,000      1,097,920 
  North Carolina Eastern Municipal Power Agency, Power 
   Systems                                                   7.000     01/01/2013      6,000,000      6,322,440 
  North Carolina Eastern Municipal Power Agency, Power 
   Systems                                                   6.250     01/01/2012      5,100,000      4,955,670 
  North Carolina Eastern Municipal Power Agency, Power 
   Systems, Series C                                         7.000     01/01/2007      1,750,000      1,869,035 
NORTH DAKOTA 
  North Dakota State Housing Finance Agency, Single 
   Family Mortgage                                           8.375     07/01/2021        650,000        672,081 
OHIO 
  Bedford, Ohio, City School District (MBIA)                 6.250     12/01/2013      1,000,000      1,023,130 
  Cleveland, Ohio, Public Power Systems, First 
   Mortgage, Series A (MBIA)                                 7.000     11/15/2024      1,000,000      1,090,010 
  Cleveland, Ohio, Public Power Systems, First 
   Mortgage, Series A (MBIA)                                 7.000     11/15/2014      4,000,000      4,464,600 
  Columbus, Ohio, General Obligation                        12.375     02/15/2006      1,285,000      2,012,361 

                                                                                       (continued on next page) 

                                      15 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
OHIO (continued) 
  Ohio Housing Finance Agency, Single Family Mortgage 
   Revenue, Series C (GNMA)                                 9.000%     09/01/2018    $10,000,000    $11,294,300 
  Ohio Municipal Electric Generation Agency                 5.375      02/15/2024      2,000,000      1,832,520 
  Ohio State Higher Educational Facility Commission 
   (MBIA)                                                   6.125      11/15/2017      1,000,000      1,019,580 
  Ohio State Water Development Authority (AMBAC)            9.375      12/01/2018        570,000        595,080 
  Ohio State Water Development Authority (AMBAC)            9.250      12/01/2012        150,000        157,371 
OREGON 
  Portland, Oregon, Sewer Systems, Series A (FGIC)          6.250      06/01/2015        700,000        728,287 
PENNSYLVANIA 
  Allegheny County, Pennsylvania, Industrial 
   Development Authority Revenue                            5.700      09/01/2030      2,000,000      1,823,220 
  Allegheny County, Pennsylvania, Sewer Revenue 
   Refunding (FGIC) (effective yield 6.5%) (a)              0.000      06/01/2015      2,500,000        744,225 
  Beaver County, Pennsylvania, Ohio Edison (FGIC)           7.000      06/01/2021      4,390,000      4,693,305 
  Bethlehem, Pennsylvania, Authority Water Revenue 
   (MBIA)                                                   5.300      12/15/2017      2,200,000      1,998,788 
  Chester County, Pennsylvania, Health and Education 
   Facilities Authority, Mainline Health System             5.500      05/15/2015      6,240,000      5,769,130 
  Delaware County, Pennsylvania, Authority Health 
   Care, Mercy Health Company of Southeastern, PA 
   (Connie Lee)                                             5.375      11/15/2023      5,000,000      4,379,650 
  Delaware County, Pennsylvania, Hospital Revenue, 
   Crozier Chester Medical Center (Pre-refunded)            7.500      12/15/2020      2,545,000      2,936,370 
  Delaware County, Pennsylvania, Industrial 
   Development Authority, Resource Recovery Project, 
   Series A (LOC Security Pacific)                          8.100      12/01/2013      4,000,000      4,212,360 
  Lehigh County, Pennsylvania, Pennsylvania Power & 
   Light Co. Project, Series A (MBIA)                       6.400      11/01/2021      1,500,000      1,548,960 
  North Penn, Pennsylvania, Water Authority (FGIC)          6.875      11/01/2019      2,500,000      2,661,725 
  Northumberland County, Pennsylvania, Authority 
   Prisons Lease (Pre-refunded)                             7.750      10/15/2004      2,110,000      2,455,998 
  Pennsylvania Economic Development Financing 
   Authority, Colver Project, Series D                      7.150      12/01/2018      2,500,000      2,602,500 
  Pennsylvania Economic Development Financing 
   Authority, Resources Recovery, Colver Project, 
   Series D                                                 7.050      12/01/2010      3,000,000      3,148,350 
  Pennsylvania Economic Development Financing 
   Authority, Resources Recovery, Colver Project, 
   Series D                                                 7.125      12/01/2015      1,000,000      1,047,190 
  Pennsylvania Economic Development Financing 
   Authority, Resources Recovery, Northampton Project 
   (03/15/1994--$9,000,000) (b)                             6.600      01/01/2019      9,000,000      8,695,980 
  Pennsylvania Economic Development Financing 
   Authority, Resources Recovery, Northampton Project 
   (11/29/1994--$5,500,000) (b)                             6.500      01/01/2013      5,500,000      5,307,940 

See Notes to Schedule of Investments. 

                                      16 
<PAGE>
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)
 
                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
PENNSYLVANIA (continued) 
  Pennsylvania Economic Development Financing 
   Authority, Resources Recovery, Northampton Project 
   (09/27/1994--$4,000,000) (b)                              6.400%    01/01/2009    $4,000,000     $3,860,360 
  Pennsylvania Housing Finance Agency, Single Family 
   Mortgage, Series T                                        7.750     10/01/2009     4,000,000      4,151,080 
  Pennsylvania Housing Finance Agency, Single Family 
   Mortgage, Section 8                                       8.200     07/01/2024     6,000,000      6,510,600 
  Pennsylvania Housing Finance Agency, Single Family 
   Mortgage, Series 34 A                                     6.850     04/01/2016       500,000        512,885 
  Pennsylvania Intergovernmental Cooperative 
   Authority, Philadelphia Funding (FGIC)                    6.750     06/15/2021     1,910,000      2,029,795 
  Pennsylvania Intergovernmental Cooperative 
   Authority, Philadelphia Funding (MBIA)                    5.600     06/15/2016     1,000,000        945,670 
  Pennsylvania State, First Series                           5.375     05/01/2013     1,000,000        937,900 
  Pennsylvania State, Second Series                          5.600     06/15/2012     7,905,000      7,699,154 
  Pennsylvania State Higher Educational Facilities 
   Authority, Thomas Jefferson University (Connie 
   Lee)                                                      5.300     11/01/2015     1,000,000        909,440 
  Pennsylvania State, General Obligation, First Series       5.375     05/01/2011     4,000,000      3,807,200 
  Philadelphia, Pennsylvania, Hospital and Higher 
   Education Facilities, Albert Einstein Medical 
   Center                                                    7.000     10/01/2021     3,055,000      3,170,784 
  Philadelphia, Pennsylvania, Hospital and Higher 
   Education Facilities, Chestnut Hill Hospital              6.500     11/15/2022     5,000,000      4,986,950 
  Philadelphia, Pennsylvania, Hospital and Higher 
   Education Facilities, Community College, Series B 
   (MBIA)                                                    6.500     05/01/2007       280,000        300,692 
  Philadelphia, Pennsylvania, Hospital and Higher 
   Education Facilities, Graduate Health System 
   Education Facilities Authority, Series A                  7.250     07/01/2018     2,500,000      2,534,875 
  Philadelphia, Pennsylvania, Hospital and Higher 
   Education Facilities, Temple University Authority         6.625     11/15/2023     1,725,000      1,719,394 
  Philadelphia, Pennsylvania, Hospital and Higher 
   Education Facilities, Series A                            6.000     06/01/2014     2,000,000      1,785,020 
  Philadelphia, Pennsylvania, Municipal Development 
   Authority, Criminal Justice Center, Series A 
   (MBIA)                                                    7.100     11/15/2006     4,095,000      4,492,706 
  Philadelphia, Pennsylvania, Municipal Development 
   Authority, Series A (FGIC)                                5.625     11/15/2018     2,000,000      1,898,920 
  Philadelphia, Pennsylvania, Water and Wastewater           5.750     06/15/2013     2,700,000      2,622,942 
  Philadelphia, Pennsylvania, Water and Wastewater 
   (FGIC)                                                   10.000     06/15/2005     7,000,000      9,449,790 
  Philadelphia, Pennsylvania, Water and Wastewater, 
   Series A                                                  6.250     08/01/2012     3,000,000      3,111,360 

                                                                                       (continued on next page) 

                                      17 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
PENNSYLVANIA (continued) 
  Pittsburgh, Pennsylvania, Urban Redevelopment 
   Authority, Multi-Family Housing Mortgage, 1985 
   Series A                                                  9.250%    12/01/2027    $ 3,185,000    $ 3,314,024 
  Pottsville, Pennsylvania, Hospital Authority, 
   Daughters of Charity Health Systems, Inc., Good 
   Samaritan Hospital (Pre-refunded)                         8.250     08/01/2012      2,670,000      2,932,167 
  Ridley Park, Pennsylvania, Hospital Authority 
   Revenue                                                   6.125     12/01/2020      2,500,000      2,074,000 
  Sayre, Pennsylvania, Health Care Facilities 
   Authority, Guthrie Healthcare, Series A                   7.100     03/01/2017      1,250,000      1,336,888 
PUERTO RICO 
  Puerto Rico Commonwealth, General Obligation (MBIA)        7.000     07/01/2010     12,000,000     13,437,120 
  Puerto Rico Commonwealth, Refunding (Capital 
   Guarantee)                                                6.450     07/01/2017      2,000,000      2,069,880 
  Puerto Rico Public Buildings Authority, Guaranteed 
   Public Education and Health Facilities, Series M          5.700     07/01/2009      1,000,000        967,850 
  Puerto Rico Telephone Authority (MBIA)                     5.250     01/01/2005     16,900,000     16,857,581 
RHODE ISLAND 
  Rhode Island State Health and Educational Building 
   Corp., Hospital Financing Revenue, Roger Williams 
   General Hospital                                          9.500     07/01/2016      4,210,000      4,364,128 
SOUTH CAROLINA 
  Charleston, South Carolina, Waterworks and Sewer 
   Revenue (MBIA)                                            5.000     01/01/2022      1,500,000      1,294,995 
  South Carolina State Public Services Authority 
   (MBIA)                                                    5.500     07/01/2021      2,000,000      1,854,280 
  South Carolina State Public Services Authority, 
   Fixed Option Bonds                                        5.342     06/30/2006      8,400,000      8,244,768 
  Sumter County, South Carolina, Hospital Facilities, 
   The Tuomey Hospital (Pre-refunded)                       10.000     10/01/2004        250,000        258,460 
TENNESSEE 
  Bristol, Tennessee, Health and Education Authority, 
   Bristol Memorial Hospital (FGIC)                          6.750     09/01/2010      4,200,000      4,601,898 
  Knox County, Tennessee, Health and Educational 
   Facilities, Fort Sanders Hospital Alliance, Series 
   B (MBIA)                                                  5.250     01/01/2015      3,500,000      3,218,950 
  Knox County, Tennessee, Health and Educational 
   Facilities, Fort Sanders Hospital Alliance, Series 
   C (MBIA)                                                  7.250     01/01/2010      3,000,000      3,457,020 
  Tennessee Housing Development Authority, Home 
   Ownership Program, Issue H                                7.825     07/01/2015      4,920,000      5,105,779 

See Notes to Schedule of Investments. 

                                      18 
<PAGE> 
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
TEXAS 
  Austin, Texas, Utility Systems (MBIA)                      5.250%    05/15/2018    $ 7,000,000    $ 6,310,010 
  Bexar County, Texas, Health Facilities Development 
   Corp., Revenue Refunding, Incarnate Word Health 
   Services (Crossover refunded)                             9.500     11/01/2015      8,640,000      8,940,845 
  Bexar, Texas, Metropolitan Water District Waterworks 
   Systems (AMBAC)                                           6.625     05/01/2014      1,850,000      1,933,509 
  Copperas Cove, Texas, Health Facilities, Adventist 
   Health Systems (MBIA)                                     5.500     11/15/2017      2,000,000      1,845,060 
  Fort Bend County, Texas, Levee Improvement (MBIA)          6.900     09/01/2020      1,165,000      1,233,292 
  Harris County, Texas, Flood Control District 
   (effective yield 7.20%) (a)                               0.000     10/01/2006      4,500,000      2,208,105 
  Harris County, Texas, Health Facilities Development 
   Corp.                                                     6.600     06/01/2014      5,000,000      5,056,850 
  Harris County, Texas, Health Facilities Development 
   Corp., Hermann Hospital Project (MBIA)                    6.375     10/01/2024      3,300,000      3,357,750 
  Harris County, Texas, Health Facilities Development 
   Corp., Hermann Hospital Project (MBIA)                    6.375     10/01/2017      2,480,000      2,533,494 
  Harris County, Texas, Senior Lien, Toll Road, Series 
   A (MBIA)                                                  6.375     08/15/2024      4,000,000      4,093,720 
  Houston, Texas, Airport                                    8.200     07/01/2017      1,840,000      2,026,521 
  Houston, Texas, General Obligation                         7.000     03/01/2008      2,825,000      3,184,509 
  Lower Colorado River Authority, Texas Revenue              5.375     01/01/2016        255,000        228,824 
  Midland County, Texas, Hospital District, Midland 
   Memorial Hospital                                         7.500     06/01/2016        600,000        624,720 
  Port of Corpus Christi, Texas, Industrial 
   Development Corp., Valero Refining and Marketing 
   Co. Project, Series A                                    10.250     06/01/2017     11,050,000     12,288,042 
  Rio Grande Valley, Texas, Health Facilities Corp., 
   Hospital Revenue, Baptist Medical Center Project 
   (MBIA)                                                    8.000     08/01/2017      1,085,000      1,188,314 
  Rio Grande Valley, Texas, Health Facilities Corp., 
   Hospital Revenue, Baptist Medical Center Project          8.000     08/01/2017      5,915,000      6,626,989 
  San Antonio, Texas, Electric and Gas                       6.000     02/01/2014      2,400,000      2,383,584 
  San Antonio, Texas, Electric and Gas, Series A             5.000     02/01/2014        250,000        221,653 
  State of Texas, General Obligation, Series B               5.700     12/01/2014        250,000        232,428 
  State of Texas, Veterans Housing Assistance, Series 
   1992, General Obligation                                  6.050     12/01/2012      2,695,000      2,733,242 
  Tarrant County, Texas, Housing Finance Corp., Series 
   A (MBIA) (effective yield 7.40%) (a)                      0.000     09/15/2016      6,415,000      1,688,107 
  Texas Housing Agency, Residential Development              8.400     01/01/2021      2,790,000      2,929,472 
  Texas Municipal Power Agency Revenue (MBIA) 
   (effective yield 6.95%) (a)                               0.000     09/01/2013     12,500,000      4,132,375 

                                                                                       (continued on next page) 

                                      19 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
TEXAS (continued) 
  Texas Municipal Power Agency, Refunding Bonds (MBIA)       5.250%    09/01/2012    $   175,000    $   162,241 
  Texas National Research Laboratory Commission, 
   Financing Corp. Lease Revenue                             6.950     12/01/2012      9,500,000     10,618,815 
  Texas State                                                6.058     09/30/2011      3,000,000      3,123,720 
  Titus County, Texas, Water District #1, Southwest 
   Electric Power                                            8.200     08/01/2011      5,500,000      6,297,940 
  Tomball, Texas, Hospital Authority, Tomball Regional 
   Hospital                                                  6.125     07/01/2023      3,500,000      3,101,910 
  Tomball, Texas, Hospital Authority, Tomball Regional 
   Hospital                                                  6.100     07/01/2008      1,860,000      1,753,366 
  Travis County, Texas Health Facilities Corp., 
   Daughters Of Charity                                      6.000     11/15/2022      2,000,000      1,934,760 
  University of Texas, University Revenue, Series B          6.750     08/15/2013      2,000,000      2,135,980 
UTAH 
  Intermountain Power Agency, Utah, Power Supply             7.750     07/01/2020     24,000,000     26,188,560 
  Intermountain Power Agency, Utah, Power Supply (ETM) 
   (effective yield 6.80%) (a)                               0.000     07/01/2020      3,000,000        438,120 
  Intermountain Power Agency, Utah, Power Supply 
   (effective yield 6.25%) (a)                               0.000     07/01/2012     20,350,000     18,220,983 
  Intermountain Power Agency, Utah, Power Supply, 
   Series A (effective yield 7.09%) (a)                      0.000     07/01/2004      8,000,000      4,933,120 
  Intermountain Power Agency, Utah, Special Obligation       7.875     07/01/2014      4,210,000      4,409,554 
  Utah State Housing Finance Agency, Single Family 
   Mortgage                                                 10.750     07/01/2008         30,000         30,693 
  Utah State Housing Finance Agency, Single Family 
   Mortgage, Series C 2                                      7.950     07/01/2010        490,000        525,089 
VIRGINIA 
  Chesapeake, Virginia, Hospital Authority Facilities, 
   First Mortgage Revenue (MBIA)                             5.250     07/01/2018      2,000,000      1,811,700 
  Loudoun County, Virginia, Sanitation Authority, 
   Water and Sewer Revenue (FGIC)                            6.250     01/01/2016      2,000,000      2,055,080 
  Pittsylvania County, Virginia, Industrial 
   Development, Series A (06/01/1994--$1,000,000) (b)        7.500     01/01/2014      1,000,000      1,031,710 
  Virginia State Housing Development Authority, 
   Residential Mortgage, Series B (effective yield 
   9.97%) (a)                                                0.000     09/01/2014        590,000         82,346 
WASHINGTON 
  Washington State Health Care Facilities Authority, 
   Multi-Care Medical Center of Tacoma (FGIC)                7.875     08/15/2011      1,300,000      1,420,289 
WISCONSIN 
  Wisconsin Health and Education Facilities Authority, 
   Bellin Memorial Hospital, Inc. (Pre-refunded) 
   (AMBAC)                                                   7.625     04/01/2019      5,000,000      5,616,000 

See Notes to Schedule of Investments. 

                                      20 
<PAGE> 
SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

                                                            Coupon      Maturity      Principal       Market 
                                                             Rate         Date         Amount          Value 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
WISCONSIN (continued) 
  Wisconsin Housing and Economic Development 
   Authority, Home Ownership                                8.000%     03/01/2021    $2,160,000  $    2,261,347 
WYOMING 
  Wyoming Community Development Authority, Single 
   Family Mortgage, Series B                                8.125      06/01/2021     1,765,000       1,857,768 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
TOTAL MUNICIPAL BONDS (Cost--$1,125,218,185)                                                      1,172,603,716 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
TEMPORARY TAX-EXEMPT INVESTMENTS (3.5%) 
  Arkansas State Development Finance Authority              4.000%     12/01/2015     1,000,000       1,000,000 
  Burke County, Georgia, Development Authority, 
   Pollution Control, Oglethorpe Power Corp.                4.200      01/01/2016     1,300,000       1,300,000 
  California State Revenue, Series C                        5.750      04/25/1996     7,000,000       7,111,437 
  Charleston County, South Carolina, Industrial 
   Revenue, Massey Coal Term, South Carolina Corp.          4.100      01/01/2007     1,000,000       1,000,000 
  Dade County, Florida, Water and Sewer Revenue             4.200      10/05/2022       355,000         355,000 
  Indian Trace Community Development District, Florida      4.150      11/01/1999     4,280,000       4,280,000 
  Iowa School Corps, Warrants Certificates, Series B        5.750      02/01/1996     1,500,000       1,506,250 
  Lincoln County, Wyoming, Pollution Control, Exxon 
   Project B                                                4.250      11/01/2014     1,300,000       1,300,000 
  Lincoln County, Wyoming, Pollution Control, Project C     4.250      11/01/2014     4,000,000       4,000,000 
  Los Angelels County, California, Metropolitan 
   Transit, Union Station Gateway                           4.050      08/01/2026     1,000,000       1,000,000 
  Los Angeles, California, Multi Family Revenue, Loans 
   to Lender Program A                                      4.200      08/01/2036     1,000,000       1,000,000 
  Los Angeles, California, Multi Family Revenue, Loans 
   to Lender Program A                                      4.200      04/25/1996     2,000,000       2,000,000 
  Louisiana Public Facilities Authority Revenue, 
   Kenner Hotel, Ltd.                                       4.350      06/15/2023     1,400,000       1,400,000 
  Louisiana State, Offshore                                 4.100      09/01/2006       900,000         900,000 
  New York City Municipal Water Finance Authority           4.250      06/15/2023     2,000,000       2,000,000 
  New York, New York, Series B                              4.500      10/01/2021     3,700,000       3,700,000 
  New York State Power Authority, Series Y                  4.050      01/01/2003       690,000         690,000 
  San Diego, California, Transportation Commission, 
   Series A                                                 4.050      04/01/2008        90,000          90,000 
  Sayre, Pennsylvania, Health Care Facilities 
   Authority Revenue, Series K                              3.950      12/01/2020        10,000          10,000 
  Snohomish County Water, Public Utilities, Generation 
   Systems                                                  4.200      01/01/2025     5,000,000       5,000,000 
  Washington State Health Care Facilities, Providence B     4.100      10/01/2005     2,100,000       2,100,000 
 -----------------------------------------------------    ----------    ----------    ----------   ------------ 
TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS (Cost--$41,742,687)(C)                                        41,742,687 
 -----------------------------------------------------------------------------------------------   ------------ 
TOTAL INVESTMENTS (Cost--$1,166,960,872)                                                          1,214,346,403 
OTHER ASSETS AND LIABILITIES--NET (-0.1%)                                                              (853,185) 
 -----------------------------------------------------------------------------------------------   ------------ 
NET ASSETS (100.0%)                                                                              $1,213,493,218 
 -----------------------------------------------------------------------------------------------   ------------ 

                                                                                       (continued on next page) 
</TABLE>

                                      21 
<PAGE> 
Keystone Tax Free Fund

SCHEDULE OF INVESTMENTS--June 30, 1995
(Unaudited)

Notes to Schedule of Investments: 

(a) Effective yield (calculated at the date of purchase) is the yield at 
which the bond accretes on an annual basis until maturity. 

(b) All or a portion of these securities are restricted (i.e., securities 
which may not be publicly sold without registration under the Federal 
Securities Act of 1933) which are valued at fair value in the opinion of 
management-in the case of bonds, at estimated value considering quality, 
coupon, term, call feature, yield to maturity of the security and similar 
issues which are actively traded, sinking fund, marketability, plus 
adjustment, if any, for equity features or other special factors. The Fund 
may make investments in an amount up to 15% of the value of the Fund's net 
assets in such securities. Dates of acquisition and costs are set forth in 
parentheses after the titles of restricted securities. On the date of 
acquisition there was no market quotation or similar securities and the above 
securities were valued at acquisition costs. At June 30, 1995, the fair value 
of these restricted securities was $18,895,990 (1.56% of net assets). The 
Fund will not pay the costs of disposition of the above restricted securities 
other than ordinary brokerage fees, if any. 

(c) Security is a variable or floating rate instrument with periodic demand 
features. The Fund is entitled to full payment of principal and accrued 
interest upon surrendering the security to the issuing agent according to the 
terms of the demand features. 

(d) At June 30, 1995, Bexar County, Texas, Health Facilities Development 
Corp., Revenue Refunding, Incarnate Word Health Services, 9.500%, 11/01/2017, 
par value $975,000 was pledged to cover margin requirements for open futures 
contracts. (See Note 1 of Notes to Financial Statements.) At June 30, 1995, 
the bonds pledged had a market value of $1,013,259. Information concerning 
sales of futures contracts which were open as of June 30, 1995 is shown 
below: 

<TABLE>
<CAPTION>
                             Aggregate 
                Number       Face Value      Expiration 
                  of             of            Date of         Unrealized 
              Contracts      Contracts        Contracts       Appreciation 
- ---------     -----------    -----------   ---------------   ------------- 
<S>              <C>        <C>             <C>                 <C>
Municipal 
Bond 
Futures          197        $22,650,387     September 1995      $321,668 
                             ===========                     ============= 
- ---------     -----------    -----------   ---------------   ------------- 
</TABLE>

Legend of Portfolio Abbreviations: 

AMBAC--American Municipal Bond Assurance Corp. 
ETM--Escrow to Maturity 
FGIC--Federal Guaranty Insurance Co. 
FNMA--Federal National Mortgage Association 
FSA--Financial Security Assurance 
GNMA--Government National Mortgage Association 
LOC--Letter of Credit 
MBIA--Municipal Bond Investors Assurance Corp. 

See Notes to Financial Statements. 

                                      22 
<PAGE> 
FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout the period) 
<TABLE>
<CAPTION>
                                                                      
                                                 
                                  Six Months 
                                     Ended                            Year Ended December 31,
                                   June 30,      ------------------------------------------------------------------------ 
                                     1995              1994           1993           1992           1991          1990(c) 
- --------------------------------------------------------------------------------------------------------------------------
                                  (Unaudited) 
<S>                              <C>               <C>            <C>            <C>            <C>              <C>
Net asset value 
  beginning of period            $     7.10        $     8.12     $     8.04     $     8.07     $     7.90       $   8.06 
 ------------------------------------------------------------------------------------------------------------------------ 
Income from investment 
  operations: 
Net investment income                  0.21              0.37           0.39           0.46           0.46           0.52 
Net realized and unrealized 
  gain (loss) on investments           0.44             (0.96)          0.48           0.12           0.36          (0.01) 
- --------------------------------------------------------------------------------------------------------------------------
Total from investment 
  operations                           0.65             (0.59)          0.87           0.58           0.82           0.51 
- --------------------------------------------------------------------------------------------------------------------------
Less distributions from: 
Net investment income                 (0.21)            (0.37)         (0.39)         (0.46)         (0.46)         (0.52) 
In excess of net investment 
  income (a)                              0             (0.06)         (0.06)         (0.04)         (0.07)         (0.03) 
Net realized gain on 
  investments                             0                 0          (0.33)         (0.11)         (0.12)         (0.12) 
In excess of net realized 
  gain on investments (a)                 0                 0          (0.01)             0              0              0 
- --------------------------------------------------------------------------------------------------------------------------
Total distributions                   (0.21)            (0.43)         (0.79)         (0.61)         (0.65)         (0.67) 
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value 
  end of period                  $     7.54        $     7.10     $     8.12     $     8.04     $     8.07      $    7.90 
- --------------------------------------------------------------------------------------------------------------------------
Total Return(b)                        9.15%            (7.34%)        11.15%          7.55%         10.80%          6.66% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses (c)                    0.93%(d)          1.55%          1.66%          1.38%          1.75%          1.18% 
 Net investment income (c)             5.62%(d)          4.92%          4.72%          5.71%          5.78%          6.54% 
Portfolio turnover rate                  32%               84%            76%            78%            77%            64% 
Net assets, end of period 
  (thousands)                    $1,213,493        $1,197,727     $1,548,503     $1,453,199     $1,146,185      $1,060,826 
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Effective January 31, 1990 the Fund adopted Statement of Position 93-2: 
Determination, Disclosure, and Financial Statement Presentation of Income, 
Capital Gains and Return of Capital Distributions by Investment Companies. As 
a result, distribution amounts exceeding book basis net investment income (or 
tax basis net income on a temporary basis) are presented as "Distributions in 
excess of net investment income." Similarly, capital gain distributions in 
excess of book basis capital gains (or tax basis gains on a temporary basis) 
are presented as "Distributions in excess of realized gain." Prior to the 
adoption of the Statement of Position, distribution amounts exceeding book 
basis net investment income were presented as "Distributions from paid-in 
capital." 

(b) Excluding applicable sales charges. 

(c) Calculation based on average shares outstanding. 

(d) Annualized. 

See Notes to Financial Statements. 

                                      23 
<PAGE> 
Keystone Tax Free Fund

STATEMENT OF ASSETS AND LIABILITIES-- 
June 30, 1995 (Unaudited) 

<TABLE>
<CAPTION>
<S>                                                  <C>
 Assets: 
  Investments at market value (identified cost-- 
   $1,166,960,872) (Note 1)                          $1,214,346,403 
  Mark-to-market on futures contracts                         9,663 
  Cash                                                      273,344 
  Receivable for: 
   Fund shares sold                                         432,878 
   Interest                                              22,385,020 
  Other assets                                              100,602 
- --------------------------------------------------    ------------- 
    Total assets                                      1,237,547,910 
- --------------------------------------------------    ------------- 
Liabilities (Notes 2, 4, and 5): 
  Payable for: 
   Distributions to shareholders                          5,580,264 
   Investments purchased                                 10,935,867 
   Fund shares redeemed                                   7,358,335 
   Futures variation margin                                 111,836 
  Due to related parties                                     56,657 
  Other accrued expenses                                     11,733 
- --------------------------------------------------    ------------- 
    Total liabilities                                    24,054,692 
- --------------------------------------------------    ------------- 
  Net assets                                         $1,213,493,218 
- --------------------------------------------------    ------------- 
Net assets represented by (Note 1): 
  Paid-in capital                                    $1,206,391,832 
  Accumulated distributions in excess of net 
   investment income                                     (3,581,343) 
  Accumulated net realized gain (loss) on 
   investments and futures contracts                    (37,034,132) 
  Net unrealized appreciation (depreciation) on: 
   Investments                                           47,385,531 
   Futures contracts                                        331,330 
- --------------------------------------------------    ------------- 
   Total net assets applicable to outstanding 
   shares of beneficial interest ($7.54 per share 
   on 160,963,692 shares outstanding) (Note 2)       $1,213,493,218 
- --------------------------------------------------    ------------- 
</TABLE>

See Notes to Financial Statements. 

STATEMENT OF OPERATIONS-- 
Six Months Ended June 30, 1995 (Unaudited) 

<TABLE>
<CAPTION>
<S>                                        <C>          <C>
 Investment Income (Note 1): 
  Interest                                              $ 40,026,273 
 ---------------------------------------    ----------    ---------- 
  Expenses (Notes 2 and 4): 
  Investment management fee and 
    administrative services                $ 3,419,122 
  Accounting services                            9,919 
  Trustees' fees and expenses                   28,138 
  Distribution Plan expenses                 2,222,307 
 ---------------------------------------    ----------    ---------- 
   Total expenses                                          5,679,486 
 ---------------------------------------    ----------    ---------- 
  Net investment income                                   34,346,787 
 ---------------------------------------    ----------    ---------- 
Net realized and unrealized gain (loss) 
  on investments and futures contracts 
  (Notes 1 and 3): 
  Realized gain (loss) on: 
   Investments                               3,356,801 
   Closed futures contracts                 (2,741,582) 
 ---------------------------------------    ----------    ---------- 
  Net realized gain (loss) on 
    investments and futures contracts                        615,219 
 ---------------------------------------    ----------    ---------- 
  Net change in unrealized appreciation 
   (depreciation) on: 
  Investments                                             73,057,683 
  Open futures contracts                                     321,668 
 ---------------------------------------    ----------    ---------- 
  Net gain (loss) on investments and 
    futures contracts                                     73,994,570 
 ---------------------------------------    ----------    ---------- 
  Net increase (decrease) in net assets 
    resulting from operations                           $108,341,357 
 ---------------------------------------    ----------    ---------- 
</TABLE>

See Notes to Financial Statements. 

                                      24 
<PAGE> 
STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                               Six Months 
                                                                                 Ended          Year Ended 
                                                                                June 30,       December 31, 
                                                                                  1995             1994 
- ---------------------------------------------------------------------          -----------   ---------------- 
                                                                              (Unaudited) 
<S>                                                                        <C>               <C>
Operations: (Notes 1 and 3) 
  Net investment income                                                    $   34,346,787     $   67,393,387 
  Net realized gain (loss) on investments and futures contracts                   615,219        (37,849,158) 
  Net change in unrealized appreciation (depreciation)                         73,379,351       (139,738,811) 
- ---------------------------------------------------------------------         -----------        ------------ 
   Net increase (decrease) in net assets resulting from operations            108,341,357       (110,194,582) 
- ---------------------------------------------------------------------         -----------        ------------ 
  Distributions to shareholders from (Notes 1 and 5): 
   Net investment income                                                      (34,011,399)       (68,740,949) 
   In excess of net investment income                                                   0        (10,297,613) 
- ---------------------------------------------------------------------          ----------        ------------ 
    Total distributions to shareholders                                       (34,011,399)       (79,038,562) 
- ---------------------------------------------------------------------          ----------        ------------ 
Capital share transactions (Note 2): 
  Proceeds from shares sold                                                    76,562,006        126,813,101 
  Payments for shares redeemed                                               (152,783,542)      (326,066,785) 
  Net asset value of shares issued in reinvestment of distributions 
   from: 
   Net investment income and in excess of net investment income                17,657,900         37,710,385 
- ---------------------------------------------------------------------          ----------        ------------ 
    Net increase (decrease) in net assets resulting from capital 
     share transactions                                                       (58,563,636)      (161,543,299) 
- ---------------------------------------------------------------------          ----------        ------------ 
    Total increase (decrease) in net assets                                    15,766,322       (350,776,443) 
Net assets: 
  Beginning of period                                                       1,197,726,896      1,548,503,339 
- ---------------------------------------------------------------------       -------------      ------------- 
  End of period [Including undistributed net investment income 
   (accumulated distributions in excess of net investment income) as 
   follows: June, 1995-($3,581,343) and December, 1994-($3,916,731)]       $1,213,493,218     $1,197,726,896 
- ---------------------------------------------------------------------       -------------      ------------- 
</TABLE>

See Notes to Financial Statements. 

                                      25 
<PAGE> 
Keystone Tax Free Fund 

NOTES TO FINANCIAL STATEMENTS 

(1.) Significant Accounting Policies 

Keystone Tax Free Fund (the "Fund") is a Massachusetts business trust for 
which Keystone Management, Inc. ("KMI") is the Investment Manager and 
Keystone Investment Management Company ("Keystone") (formerly Keystone 
Custodian Funds, Inc.) is the Investment Adviser. The Fund is registered 
under the Investment Company Act of 1940 as a diversified, open-end 
investment company. 

   Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. 
("KII") (formerly Keystone Group, Inc.), a Delaware corporation. KII is 
privately owned by an investor group consisting of members of current and 
former management of Keystone. Keystone Investor Resource Center, Inc. 
("KIRC"), a wholly-owned subsidiary of Keystone, is the Fund's transfer 
agent. 

   The following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements. The 
policies are in conformity with generally accepted accounting principles. 

A. Tax-exempt bonds are stated on the basis of valuations provided by a 
pricing service, approved by the Board of Trustees, that uses information 
with respect to transactions in bonds, quotations from bond dealers, market 
transactions in comparable securities and various relationships between 
securities in determining value. Non-tax-exempt securities for which market 
quotations are readily available are valued at the price quoted which, in the 
opinion of the Board of Trustees or their representative, most nearly 
represents their market value. 

   Short-term investments which are purchased with maturities of sixty days 
or less are valued at amortized cost (original purchase cost as adjusted for 
amortization of premium or accretion of discount) which when combined with 
accrued interest approximates market. Short-term investments maturing in more 
than sixty days for which market quotations are readily available are valued 
at current market value. Short-term investments maturing in more than sixty 
days when purchased which are held on the sixtieth day prior to maturity are 
valued at amortized cost (market value on the sixtieth day adjusted for 
amortization of premium or accretion of discount) which when combined with 
accrued interest approximates market. All other securities and other assets 
are valued at fair value as determined in good faith using methods prescribed 
by the Board of Trustees. 

B. A futures contract is an agreement between two parties to buy and sell a 
specific amount of a commodity, security, financial instrument, or, in the 
case of a stock index, cash at a set price on a future date. Upon entering 
into a futures contract, the Fund is required to deposit with a broker an 
amount ("initial margin") equal to a certain percentage of the purchase price 
indicated in the futures contract. Subsequent payments ("variation margin") 
are made or received by the Fund each day, as the value of the underlying 
instrument or index fluctuates, and are recorded for book purposes as 
unrealized gains or losses by the Fund. For federal tax purposes, any futures 
contracts which remain open at fiscal year-end are marked-to-market and the 
resultant net gain or loss is included in federal taxable income. In addition 
to market risk the Fund is subject to the credit risk that the other party 
will not complete the obligations of the contract. 

C. Securities transactions are accounted for no later than one business day 
after the trade date. Realized gains and losses are recorded on the 
identified cost basis. Interest income is recorded on the accrual basis. All 
premiums and original issue discounts are amortized/accreted for both 
financial reporting and federal income tax purposes. 

D. The Fund has qualified, and intends to qualify in the future, as a 
regulated investment company under 

                                      26 
<PAGE> 
the Internal Revenue Code of 1986, as amended ("Internal Revenue Code"). 
Thus, the Fund expects to be relieved of any federal income tax liability by 
distributing all of its tax basis income and net capital gains, if any, to 
its shareholders. The Fund intends to avoid excise tax liability by making 
the required distributions under the Internal Revenue Code. 

E. When the Fund enters into a repurchase agreement (a purchase of securities 
whereby the seller agrees to repurchase the securities at a mutually agreed 
upon date and price) the repurchase price of the securities will generally 
equal the amount paid by the Fund plus a negotiated interest amount. The 
seller under the repurchase agreement will be required to provide securities 
("collateral") to the Fund whose value will be maintained at an amount not 
less than the repurchase price, and which generally will be maintained at 
101% of the repurchase price. The Fund monitors the value of collateral on a 
daily basis, and if the value of collateral falls below required levels, the 
Fund intends to seek additional collateral from the seller or terminate the 
repurchase agreement. If the seller defaults, the Fund would suffer a loss to 
the extent that the proceeds from the sale of the underlying securities were 
less than the repurchase price. Any such loss would be increased by any cost 
incurred on disposing of such securities. If bankruptcy proceedings are 
commenced against the seller under the repurchase agreement, the realization 
on the collateral may be delayed or limited. Repurchase agreements entered 
into by the Fund will be limited to transactions with dealers or domestic 
banks believed to present minimal credit risks, and the Fund will take 
constructive receipt of all securities underlying repurchase agreements until 
such agreements expire. 

   Pursuant to an exemptive order issued by the Securities and Exchange 
Commission, the Fund, along with certain other Keystone Funds, may transfer 
uninvested cash balances into a joint trading account. These balances are 
invested in one or more repurchase agreements that are collateralized by 
U.S. Treasury and/or Federal Agency obligations. 

F. The Fund distributes net investment income to shareholders monthly and net 
capital gains, if any, annually. Distributions from net investment income are 
determined in accordance with income tax regulations. Dividends from net 
investment income can exceed the Fund's book basis net investment income. 
Effective January 1, 1993, the Fund adopted Statement of Position 93-2: 
"Determination, Disclosure, and Financial Statement Presentation of Income, 
Capital Gain and Return of Capital Distributions by Investment Companies." As 
a result, the Fund changed the financial statement classification of 
distributions to shareholders to better disclose the differences between 
financial statement amounts available for distribution and amounts 
distributed to comply with income tax regulations. The significant difference 
between financial statement amounts available for distribution and 
distributions made in accordance with income tax regulations is due to the 
difference in the treatment of 12b-1 Distribution Plan charges for financial 
statement and federal tax purposes. 

(2.) Capital Share Transactions 

The Declaration of Trust authorizes the issuance of an unlimited number of 
shares of beneficial interest with no par value. Transactions in shares of 
the Fund were as follows: 

<TABLE>
<CAPTION>
                               Six Months 
                                 Ended          Year Ended 
                                June 30,       December 31, 
                                  1995             1994 
- --------------------------    ------------    -------------- 
<S>                           <C>             <C>
Shares sold                    10,244,467       16,871,171 
Shares redeemed               (20,489,621)     (43,806,889) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 2,402,803        5,031,307 
- --------------------------      ----------      ------------ 
Net increase (decrease)        (7,842,351)     (21,904,411) 
- --------------------------      ----------      ------------ 
</TABLE>

                                      27 
<PAGE> 
Keystone Tax Free Fund 

   The Fund bears some of the costs of selling its shares under a 
Distribution Plan adopted pursuant to Rule 12b-1 under the Investment Company 
Act of 1940. The Distribution Plan provides that the Fund may incur certain 
expenses which may not exceed a maximum amount equal to 0.3125% of the Fund's 
average daily net assets for any quarter occurring after the inception of the 
Distribution Plan. Under the Distribution Plan, the Fund pays Keystone 
Investment Distributors Company ("KIDC") (formerly Keystone Distributors, 
Inc.), the principal underwriter and a wholly-owned subsidiary of Keystone, 
amounts which in total may not exceed the Distribution Plan maximum. 

   In connection with the Distribution Plan and subject to the limitations 
discussed below, Fund shares are offered for sale at net asset value without 
any initial sales charge. From the amounts received by KIDC in connection 
with the Distribution Plan, and subject to the limitations discussed below, 
KIDC generally pays brokers or others a commission equal to 3% of the price 
paid to the Fund for each sale of Fund shares as well as a shareholder 
service fee at a rate of 0.25% per annum of the net asset value of the shares 
sold by such brokers or others and remaining outstanding on the books of the 
Fund for specified periods. 

   To the extent Fund shares purchased prior to July 8, 1992 are redeemed 
within four calendar years of original issuance, the Fund may be eligible to 
receive a deferred sales charge from the investor as partial reimbursement 
for sales commissions previously paid on those shares. This charge is based 
on declining rates, which begin at 4.0%, applied to the lesser of the net 
asset value of shares redeemed or the total cost of such shares. 

   Since July 8, 1992, contingent deferred sales charges applicable to shares 
of the fund issued after January 1, 1992 have, to the extent permitted by the 
NASD Rule, been paid to KIDC rather than to the Fund. During the six months 
ended June 30, 1995, KIDC received $103,482 in contingent deferred sales 
charges. 

   A rule of the National Association of Securities Dealers, Inc. ("NASD 
Rule") limits the annual expenditures, which the Fund may incur under the 
Distribution Plan to 1%, of which 0.75% may be used to pay such distribution 
expenses and 0.25% may be used to pay shareholder service fees. The NASD Rule 
also limits the aggregate amount which the Fund may pay for such distribution 
costs to 6.25% of gross share sales since the inception of the Fund's 12b-1 
Distribution Plan, plus interest at the prime rate plus 1% on unpaid amounts 
thereof (less any contingent deferred sales charges paid by the shareholders 
to KIDC). 

   KIDC intends, but is not obligated, to continue to pay or accrue 
distribution charges which exceed current annual payments permitted to be 
received by KIDC from the Fund. KIDC intends to seek full payment of such 
charges from the Fund (together with annual interest thereon at the prime 
rate plus one percent) at such time in the future as, and to the extent that, 
payment thereof by the Fund would be within permitted limits. KIDC currently 
intends to seek payment of interest only on such charges paid or accrued by 
KIDC subsequent to January 1, 1992. 

   During the six months ended June 30, 1995, the Fund recovered $379,549 in 
contingent deferred sales charges. During the six months, the Fund paid KIDC 
$2,601,857 under the Distribution Plan. The amount paid by the Fund under its 
Distribution Plan, net of deferred sales charges, was $2,222,308 (0.36% of 
the Fund's average daily net assets, on an annualized basis). During the 
year, KIDC received $505,213, after payments of commissions on new sales and 
service fees to dealers and others of $2,200,126. 

(3.) Securities Transactions 

As of December 31, 1994, the Fund had a capital loss carryover for Federal 
income tax purposes of approximately $25,307,000 which expires in 2002. 

                                      28 
<PAGE> 
   For the six months ended June 30, 1995, purchases and sales of investment 
securities were as follows: 

<TABLE>
<CAPTION>
                              Cost of        Proceeds 
                             Purchases      from Sales 
- ------------------------     -----------   ------------- 
<S>                        <C>             <C>
Tax-exempt investments     $377,261,316    $462,240,324 
Short-term commercial 
  and tax-exempt notes      273,225,048     233,529,062 
- ------------------------    -----------     ----------- 
                           $650,486,364    $695,769,386 
- ------------------------    -----------     ----------- 
</TABLE>

(4.) Investment Management and Transactions with Affiliates 

Under the terms of the Investment Management Agreement between KMI and the 
Fund, KMI provides investment management and administrative services to the 
Fund, as well as certain additional operating services, facilities and 
supplies. In return, KMI is paid monthly, (i) a management fee calculated 
daily at a rate of 2.0% of the Fund's gross investment income plus an amount 
determined by applying percentage rates starting at 0.50% and declining as 
net assets increase, to 0.25% per annum, to the net asset value of the Fund, 
and (ii) an amount equal to KMI's reimbursable expenses accrued during the 
year in providing such additional services. KMI has entered into an 
Investment Advisory Agreement with Keystone under which Keystone provides 
investment advisory and management services to the Fund and receives for its 
services an annual fee representing 85% of the management fee received by 
KMI. 

   During the six months ended June 30, 1995, the Fund paid or accrued to KMI 
investment management and administrative services fees of $3,457,179. 
Included in this amount is the management fee of $2,695,622, which 
represented 0.44% of the Fund's average net assets. Of such management fee 
paid to KMI, $2,291,279 was paid to Keystone for its services to the Fund. 

   Also included in the total investment management and administrative 
services fee paid by the Fund were the following approximate amounts incurred 
by KMI (and reimbursed by the Fund) in providing or obtaining for the Fund 
the additional operating services, facilities and supplies required by the 
Agreement: transfer agent fees, $489,466; audit and legal fees, $24,259; 
custodian fees, $132,730; printing and supplies, $17,607; registration fees, 
$18,198; and other, $41,240. 

   During the six months ended June 30, 1995, the Fund paid or accrued to KII 
$9,919 for certain accounting services and to KIRC $489,466 for transfer 
agent fees. This amount for transfer agent fees services is included in the 
payments made by KMI described in the preceding paragraph. 

(5.) Distribution to Shareholders 

The net investment income of the Fund (interest income accrued as earned, 
less expenses of the Fund) is determined as of the normal close of trading on 
the New York Stock Exchange each business day on which the exchange is open. 
The net investment income so determined each day is declared as a dividend to 
shareholders of record at the time of such determination and is distributed 
promptly after the end of each calendar month. Any net realized short-term 
and long-term capital gains in excess of carried-over losses, will be 
distributed annually. All distributions of net investment income will be paid 
in cash unless the shareholder has directed that they be reinvested, in which 
case such reinvestment will be at the net asset value on the last business 
day of the month in which declared. Any distributions of capital gains will 
be reinvested in additional shares of the Fund at net asset value on the 
record date of the month in which declared unless the shareholder has 
specified that they wish to receive cash. Shares acquired through 
reinvestment of net investment income or capital gains are not subject to 
contingent deferred sales charges. 

                                      29 
<PAGE> 
THIS PAGE INTENTIONALLY LEFT BLANK. 

<PAGE> 
                             Keystone's Services 
                               for Shareholders 

KEYSTONE AUTOMATED RESPONSE LINE (KARL)--Receive up-to-date account 
information on your balance, last transaction and recent Fund distribution. 
You may also process transactions such as investments, redemptions and 
exchanges using a touch-tone telephone as well as receive quotes on price, 
yield, and total return of your Keystone Fund. Call toll-free, 
1-800-346-3858. 

   EASY ACCESS TO INFORMATION ON YOUR ACCOUNT--Information about your 
Keystone account is available 24 hours a day through KARL. To speak with a 
Shareholder Services representative about your account, call toll-free 
1-800-343-2898 between 8:00 A.M. and 6:00 P.M. Eastern time. Retirement Plan 
investors should call 1-800-247-4075. 

   ADDITIONS TO YOUR ACCOUNT--You can buy additional shares for your account 
at any time, with no minimum additional investment. 

   REINVESTMENT OF DISTRIBUTIONS--You can compound the return on your 
investment by automatically reinvesting your Fund's distributions at net 
asset value with no sales charge. 

   EXCHANGE PRIVILEGE--You may move your money among funds in the same 
Keystone family quickly and easily for a nominal service fee. KARL gives you 
the added ability to move your money any time of day, any day of the week. 
Keystone offers a variety of funds with different investment objectives for 
your changing investment needs. 

   ELECTRONIC FUNDS TRANSFER (EFT)--Referred to as the "paper-less 
transaction," EFT allows you to take advantage of a variety of preauthorized 
account transactions, including automatic monthly investments and systematic 
monthly or quarterly withdrawals. EFT is a quick, safe and accurate way to 
move money between your bank account and your Keystone account. 

   CHECK WRITING--Shareholders of Keystone Liquid Trust may exercise the 
check writing privilege to draw from their accounts. 

   EASY REDEMPTION--KARL makes redemption services available to you 24 hours 
a day, every day of the year. The amount you receive may be more or less than 
your original account value depending on the value of fund shares at time of 
redemption. 

   RETIREMENT PLANS--Keystone offers a full range of retirement plans, 
including IRA, SEP-IRA, profit sharing, money purchase, and defined 
contribution plans. For more information, please call Retirement Plan 
Services, toll-free at 1-800-247-4075. 

   Keystone is committed to providing you with quality, responsive account 
service. We will do our best to assist you and your financial adviser in 
carrying out your investment plans. 

                                      
<PAGE> 
[Cover] 

             KEYSTONE 
         FAMILY OF FUNDS 

                * 
       Balanced Fund (K-1) 

   Diversified Bond Fund (B-2) 

   Growth and Income Fund (S-1) 

   High Income Bond Fund (B-4) 

        International Fund 

           Liquid Trust 

    Mid-Cap Growth Fund (S-3) 

     Precious Metals Holdings 

     Quality Bond Fund (B-1) 

 Small Company Growth Fund (S-4) 

   Strategic Growth Fund (K-2) 

         Tax Exempt Trust 

          Tax Free Fund 

This report was prepared primarily for the information of the Fund's 
shareholders. Its use for other purposes is authorized only when it is 
preceded or accompanied by the prospectus, describing all fees, charges and 
other important facts about the Fund. 

[Keystone logo] KEYSTONE 
                INVESTMENTS 

                P.O. Box 2121 
                Boston, Massachusetts 02106-2121 

TFF-SAR-8/95 
36M 

             KEYSTONE 

   [picture of mother and child 
       on porch with flag] 

             TAX FREE 
               FUND
         SEMIANNUAL REPORT
           JUNE 30, 1995



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