KEYSTONE TAX FREE FUND
N-30D, 1996-09-04
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PAGE 1 
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Keystone Tax Free Fund 
Seeks a high level of current income, exempt from federal income taxes, 
while preserving capital by investing in high quality municipal bonds. 

Dear Shareholder: 

We are writing to report to you on the activities of Keystone Tax Free Fund 
for the six-month period which ended June 30, 1996. Following this letter, we 
have included a discussion with your Fund's manager discussing portfolio 
strategy. 

  With this report we also welcome those of you who were former shareholders 
of Keystone Tax Exempt Trust. As many of you know, Keystone Tax Exempt Trust 
was acquired by Keystone Tax Free Fund on February 29, 1996. 

  We believe this merger was in the best interest of shareholders of both 
funds. We expect the combined fund should have lower management fees and the 
potential for lower operating expenses and greater efficiencies than two 
separate funds. Keystone Tax Free Fund has a substantially similar investment 
objective, strategy and portfolio manager as Keystone Tax Exempt Trust. 

  Again, welcome and thank you for your support through this transition. 

Performance 

For the six-month period your Fund returned -1.23%; for the twelve-month 
period it returned 5.52%. These results include price changes and 
reinvestment of dividends. The Lehman Municipal Bond Index--a widely 
recognized benchmark of municipal bond performance--returned -0.45% for the 
same six-month period and 6.64% for the same twelve-month period. 

  Your Fund's six-month results reflect the unfavorable market environment of 
rising interest rates which caused municipal bond prices to decline. Despite 
this difficult environment, your Fund performed in line with market 
benchmarks. 

  These returns reflect an uneasy and changed environment for municipal bond 
investors during the first half of 1996. The unsettled period was triggered 
by unusually strong employment and economic growth reports in the first 
quarter. This was not expected by many professional investment managers who 
had anticipated a continuation of the moderate economic growth and relatively 
low interest rate environment. Caution still influences the bond market's 
tone; however, it appears to us that most of the increase in long-term rates 
has already occurred. 

  Over the long term, we believe tax-free bonds should continue to provide 
attractive returns and tax-free income. Today, we think municipal bonds offer 
significant opportunities for investors. Inflation is still relatively low by 
historical standards and, real yields--after factoring in the effects of 
taxes and inflation--are historically high, in our opinion. For example, a 
10-year AA-rated bond recently yielded 5.15% as of June 30, 1996. For an 
investor in the 36% tax bracket, the taxable equivalent yield was 8.05%. 
Yields are presented for illustrative purposes only and do not reflect your 
Fund's yield. Your yield and return is dependent on the Fund's yield and your 
individual tax situation. We think municipal bond yields are very attractive 
especially when you consider that inflation has been relatively low. 

Outlook 

In the coming months, we expect municipal bonds to trade in a narrow range, 
with yields somewhat higher than in 1995. During the second half of 1996, we 
expect moderate economic strength and well contained inflation, which should 
help to support prices close to current levels. 

  As you evaluate your investment and market conditions, we encourage you to 
remember a few investment principles that have withstood the test of time in 
all types of markets. Diversify your investments. By putting your money in 
different types of investments, you can minimize your risk. Have a long-term 
perspective. The longer you keep your money 

<PAGE>
 
PAGE 2 
- ----------------------------------------------
Keystone Tax Free Fund 

invested, the more time you have to weather the market's fluctuations. Invest 
regularly. By making periodic investments over time, you can build a nest egg 
and lower your average cost per share. Of course, your investment will 
fluctuate with market conditions, and there is no assurance that it will be 
worth more when you sell shares. 

  Your investment adviser can help you with these strategies by developing a 
plan to meet your particular needs. He or she is a professional with the 
resources and expertise to help you achieve your investment goals. We 
encourage you to take advantage of the valuable services your adviser can 
provide. 

  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, 

/s/ Albert H. Elfner, III 
Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc.              [PHOTO OF                 [PHOTO OF


/s/ George S. Bissell              ALBERT H. ELFNER, III]     GEORGE S. BISSELL]
George S. Bissell 
Chairman of the Board 
Keystone Funds 
                                   Albert H. Elfner, III      George S. Bissell

August 1996 

[DALBAR LOGO]      Dalbar Key Honors 
                   Honoring Commitment to Excellence
                   Keystone was recently recognized by Dalbar, an independent
                   mutual fund rating organization, for demonstrating a
                   commitment to serving the needs of customers. The award is
                   intended to distinguish companies who are committed to
                   investors and have a proven ability to provide good service.

[TELEPHONE         Keystone Introduces Investment Insight             [TELEPHONE
   LOGO]           Line for Shareholders                                 LOGO]
                   Now you can keep up-to-date on your fund's current
                   strategy and outlook by calling Keystone Investment
                   Insight Line. You can hear Keystone portfolio
                   managers discuss their latest strategies, or listen
                   to Keystone's overall market outlook from James
                   McCall, chief investment officer. Of course, your
                   financial adviser can provide you with more
                   complete information on Keystone Funds. This
                   service is available 24 hours a day, seven days a
                   week and updated at least monthly.

Keystone Investment Insight Line      1-800-346-3858, Press 2 after the greeting

<PAGE>
 
PAGE 3 
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                              A Discussion With 
                             Your Fund's Manager 


[PHOTO OF BETSY A. BLACHER, DANIEL RABASCO, GEORGE KIMBALL, DAVID MOORE, AND
CRAIG KASAP]

Betsy A. Blacher (second from right) is senior portfolio manager of your Fund 
and leads Keystone's municipal bond investment team. Ms. Blacher is a 
professional with 16 years of investment experience specializing in municipal 
bonds. She holds a Bachelor's degree from Wheaton College in economics and 
sociology. Together, with portfolio managers Daniel Rabasco (left) and George 
Kimball (center, standing), analyst David Moore (right), and trader Craig 
Kasap (second from left), the team evaluates credit quality and the economic 
environment in selecting municipal bonds for Keystone tax-free funds. 

Q   What does the Fund offer investors? 

A  Keystone Tax Free Fund is designed for tax-sensitive investors who seek a 
high level of current income exempt from federal income tax, while preserving 
capital. For investors in certain tax situations, a portion of income may be 
subject to the federal alternative minimum tax (AMT). The Fund offers 
professional management and diversification. Because many investors do not 
have the time or the resources to monitor credit quality, the economy and 
interest rates, we believe the Fund can add value. Diversification is also 
important. In selecting bonds for the portfolio we attempt to invest in 
securities with various maturities from across the nation. We think this 
diversification helps to reduce the potential for wide fluctuations in the 
Fund's share price. 

Q   How do you select securities for the Fund? 

A  Our management team employs an intensive research process, paying careful 
attention to credit quality and financial stability. We structure the 
portfolio with bonds that meet our high credit standards. Our holdings 
typically have the characteristics that we believe are necessary for good 
performance in the current and anticipated interest rate environment. We 
emphasize diversification and focus on maximizing the Fund's income. 

Q   How would you describe the market environment? 

A  This was a difficult period for municipal bonds as the rise in interest 
rates came as a surprise to many investors. Our forecast for 1996 was for a 
continuation of the slow growth, low interest rate and controlled inflation 
environment. The lowering of short-term interest rates in January by the 
Federal Reserve Bank supported a continuation of this favorable environment 
which had provided excellent price appreciation to municipal bond investors 
in 1995. 

Q   What happened to change the positive environment? 

A  The bond market's mood changed abruptly in February when the government 
released a report showing a jump in employment growth. This raised concerns 
that the economy might be growing much faster than expected, which some 
believed could lead to the possibility of higher inflation. As a result, 
interest rates rose and bond prices declined. The announcement of each new 
economic statistic in the months that followed resulted in increased price 
volatility. 

- --------------------------------------------------------------------------------
Fund Profile 
Objective: Seeks a high level of current income, exempt from federal income 
taxes, while preserving capital by investing in high quality municipal bonds. 
Commencement of investment operations: April 12, 1977 
Average quality: AA 
Average maturity: 19 years 
Net assets: $1,665 million 
Newspaper listing: "TaxF" 
- --------------------------------------------------------------------------------

<PAGE>
 
PAGE 4 
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Keystone Tax Free Fund 

- --------------------------------------------------------------------------------
Your Fund Invests In . . . 
(bullet) Municipal bonds that provide tax-free income 
(bullet) Investment grade bonds (AAA, AA, A, and BBB rated) 
(bullet) A variety of bonds from different sectors 
(bullet) Issues from 42 states 
- --------------------------------------------------------------------------------

However, municipal bonds performed better than their taxable 
counterparts--U.S. Treasury securities--during the six-month period. 

Q   How did you manage the Fund in this 
environment? 

A  At the beginning of 1996 we had a slightly longer average maturity based 
on our forecast for slower economic growth, controlled inflation and stable 
to declining interest rates. When it became apparent that economic growth 
might be faster than expected, we shorted our average maturity. A portfolio 
with a short average maturity tends to experience more limited price changes 
than a portfolio with a long average maturity. 

  As yields rose, we concentrated on building income. We swapped out of the 
lower yielding issues that the Fund held into higher yielding bonds that we 
considered undervalued. We took advantage of a new bond issue of New York 
City bonds which came to market during the period. The issue was well 
received by investors, and despite falling bond prices, it performed 
comparatively well. On June 30, 1996, the Fund's average maturity was 19 
years, comparable to that of its peer group. 

Q   How did you structure the Fund, in terms 
of quality? 

A  We sought to maintain the Fund's high credit standards and maximize its 
income by utilizing a "barbelled" approach to quality. Primarily, we invested 
in insured issues, which were rated AAA. We also 


- --------------------------------------------------------------------------------
[DESCRIPTION OF PIE CHART]

Portfolio Quality Summary
as of June 30, 1996

S&P rating(1)

Not rated  (5%)
A (15%)
AA (16%)
AAA (47%)
BBB (17%)

(as a percentage of portfolio assets)       Average Quality: AA
- --------------------------------------------------------------------------------

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


invested in BBB and non-rated securities. We conduct our own credit research 
on non-rated issues, and believed that these issues were of comparable 
quality to investment grade obligations. 

Q   How does the municipal bond market look going forward? 

A  We continue to believe that the economy is growing at a healthy pace and 
inflation poses no immediate threat. Near term price volatility may persist 
because of mixed economic indicators. Once signs of moderate growth and tame 
inflation emerge as we expect, interest rates should stabilize or decline. 
The supply of municipal bonds should continue to decline as more bond calls 
are expected than new issues over the next twelve months. 

Q   Municipal bonds have seen a lot of price 
volatility over the last few years. Are they 
still a good investment? 

A  It is true that municipal bonds have fluctuated more than you would expect 
in comparison to long-term historical price changes. However, we have 
recently witnessed some of the most dramatic and 

<PAGE>
 
PAGE 5 
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abrupt changes in interest rates in more than 20 years. Because changes in 
interest rates are an important influence on municipal bonds, the dramatic 
changes have resulted in greater bond price fluctuations than usual. While 
predicting the short-term movements of interest rates can be difficult, we 
expect an improved environment over the long term. In fact, we think that 
municipal bonds have become more attractive as opportunities to shelter 
income have dwindled. 

  In addition, we looked at a selection of 20-year A-rated municipal bonds and 
compared them to Treasuries maturing in 20 years. On June 30, 1996, these 
20-year A-rated municipals were yielding approximately 88% of comparable U.S. 
Treasuries.(3) With inflation relatively low, we think the after-tax and after 
inflation yields on municipals was very attractive during the period. 

<TABLE>
<CAPTION>
<S>     <C>       <C>      <C>
Taxable Equivalent Yields(2) 
           Federal Tax Bracket
- --------------------------------
          31%       36%    39.6% 
- --------------------------------
Yield   Taxable Equivalent Yield 
- --------------------------------
5.5%     8.0%      8.6%     9.1% 
6.0%     8.7%      9.4%     9.9% 
6.5%     9.4%     10.2%    10.8% 
- --------------------------------
</TABLE>
A tax free yield of 5.5% is equal to a taxable yield of 8.6% for investors in 
the 36% federal tax bracket. The yields shown are for illustrative purposes 
only. They are not intended to represent actual performance of the Fund. 
- ---------------
(2) The table is based on federal tax brackets. The 31% bracket includes single 
    filers earning $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. 
(3) Source: Keystone Investments, Inc. Based on a selection of 20-year A-rated 
    municipal bonds versus the yield on a 20-year U.S. Treasury bond on June 
    30, 1996. 

                                   [DIAMOND]
                        This column is intended to answer
                questions about your Fund. If you have a question
                    you would like answered, please write to:
                    Keystone Investment Distributors Company
                  Attn: Shareholder Communications, 22nd Floor
             200 Berkeley Street, Boston, Massachusetts 02116-5034.

<PAGE>

PAGE 6 
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Keystone Tax Free Fund 

Your Fund's Performance 

- --------------------------------------------------------------------------------
[DESCRIPTION OF MOUNTAIN CHART]

Growth of an investment in
Keystone Tax Free Fund

In Thousands

                             Initial Investment        Reinvested Distributions
6/86                         10000                     10000
                             9663                      10742
6/88                         9512                      11424
                             9686                      12740
6/90                         9175                      13466
                             9175                      14485
6/92                         9443                      16143
                             9698                      17819
6/94                         8618                      17443
                             8757                      18774
6/96                         8792                      19811

A $10,000 investment in Keystone Tax Free Fund made on June 30, 1986 with all
distributions reinvested was worth $19,810 on June 30, 1996. Past performance is
no guarantee of future results.
- --------------------------------------------------------------------------------


Six-Month Performance as of June 30, 1996 
- -----------------------------------------
Total return*                      -1.23% 
Net asset value     12/31/95       $7.86 
                     6/30/96       $7.57 
Dividends                          $0.19 
Capital gains                       None 

* Before deduction of contingent deferred sales charge (CDSC). 


Historical Record as of June 30, 1996 
- -----------------------------------------------------
                                If you    If you did 
Cumulative total return       redeemed    not redeem 
1-year                           2.52%       5.52% 
5-year                          36.77%      36.77% 
10-year                         98.10%      98.10% 
Average annual total return 
1-year                           2.52%       5.52% 
5-year                           6.46%       6.46% 
10-year                          7.08%       7.08% 


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. 

<PAGE>
 
PAGE 7 
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                                 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. 

<PAGE>
 
PAGE 8 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                       Coupon    Maturity     Principal       Market 
                                                        Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>      <C>          <C>            <C>
MUNICIPAL BONDS (97.6%) 
ALABAMA 
  Alabama Agricultural and Mechanic 
  University (MBIA)                                    6.500%   11/01/2025   $ 2,035,000    $ 2,159,746 
  Mobile, Alabama, Industrial Development 
  Board, Solid Waste Disposal, 
   Mobile Energy Services Co. Project                  6.950    01/01/2020     3,500,000      3,598,945 
ALASKA 
  Alaska Energy Authority, Utilities Revenue (FGIC)    6.600    07/01/2015    15,000,000     15,759,000 
  Alaska State Housing Finance Corp.                   8.000    12/01/2013       610,000        630,520 
  North Slope Borough, Alaska, General 
  Obligation, Series A (MBIA)                          5.900    06/30/2003     3,000,000      3,156,000 
  North Slope Borough, Alaska, General 
  Obligation, Series G (ETM)                           8.350    06/30/1998     3,000,000      3,212,340 
  Valdez, Alaska, Marine Term Revenue                  6.200    08/01/2008     3,000,000      3,004,620 
ARIZONA 
  Central Arizona, Water Conservation 
  District, Contract Revenue, Central 
  Arizona Project, Series A                            5.500    11/01/2009    11,000,000     11,012,760 
  Chandler, Arizona, Water and Sewer (FGIC)            6.750    07/01/2006       850,000        913,971 
  Maricopa County, Arizona, Elementary 
  School District #008, Osborn Refunding (MBIA)        7.500    07/01/2007     2,000,000      2,359,900 
  Maricopa County, Arizona, Elementary 
  School District #068                                 6.750    07/01/2014     3,750,000      4,073,850 
  Maricopa County, Arizona, University 
  School District (MBIA)                               8.125    01/01/2010     6,000,000      6,898,380 
  Northern Arizona University, College and 
  University Revenue (FGIC)                            6.300    06/01/2005     2,770,000      2,948,914 
  Pima County, Arizona, Industrial 
  Development Authority, Health Care Corp. Revenue     8.000    07/01/2013     3,015,000      3,293,586 
  Pima County, Arizona, Industrial 
  Development Authority, Health Care Corp. 
  Revenue (MBIA)                                       8.000    07/01/2013       370,000        400,248 
  Pima County, Arizona, Industrial 
  Development Authority, Irvington Project (FSA)       7.250    07/15/2010    15,000,000     16,217,700 
  Pima County, Arizona, Unified School 
  District, Tucson Refunding (FGIC)                    7.500    07/01/2003     2,030,000      2,339,494 
  Santa Cruz County, Arizona, Unified School 
  District (AMBAC) 
  (effective yield 5.95%) (b)                          0.000    01/01/2008     1,100,000        584,914 
  Santa Cruz County, Arizona, Unified School 
  District (AMBAC) 
  (effective yield 5.95%) (b)                          0.000    07/01/2008     1,100,000        569,074 
ARKANSAS 
  Arkansas State Development Finance 
  Authority, Single Family Mortgage Revenue 
  Refunding                                            8.000    08/15/2011     2,155,000      2,302,553 
CALIFORNIA 
  California Educational Facilities 
  Authority, Stanford University Project, Series H     5.000    01/01/2015       250,000        227,663 
  California Health Facilities Financing, 
  St. Francis Medical Center, Series A                 5.500    10/01/2009       200,000        202,552 
  California Housing Finance Agency, Revenue Bonds     6.250    08/01/2027     2,000,000      1,986,700 
  California State Public Works Board, Lease 
  Department Correctional State Prison, Series E       5.500    06/01/2015     3,700,000      3,499,608 
  California State Public Works Board, 
  Various California University Projects, Series B     5.500    06/01/2019       350,000        322,588 
</TABLE>

<PAGE>
 
PAGE 9 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                       Coupon    Maturity     Principal       Market 
                                                        Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>      <C>          <C>            <C>
CALIFORNIA (CONTINUED) 
  Eden Township, California, Hospital 
  District Revenue                                     7.400%   11/01/2019   $ 5,615,000    $ 5,743,640 
  Los Angeles, California, Metropolitan 
  Transportation Authority, Proposition C, 
  Series A (AMBAC)                                     5.500    07/01/2017     4,500,000      4,300,110 
  Los Angeles, California, Transportation 
  Commission, Series A (MBIA)                          6.250    07/01/2013     7,800,000      8,007,168 
  Metropolitan Water District, Southern 
  California Waterworks Revenue, Series B              4.750    07/01/2021     6,000,000      5,048,160 
  Oakland, California, Revenue Refunding, 
  Series A (FGIC)                                      7.600    08/01/2021     2,265,000      2,438,793 
  Rancho, California, Water District 
  Financing Authority                                  5.000    08/15/2014       475,000        431,613 
  Sacramento, California, Power Authority, 
  Cogeneration Project                                 5.875    07/01/2015    15,100,000     14,311,931 
  San Joaquin Hills, California, 
  Transportation Corridor Agency, Toll Road Revenue    6.750    01/01/2032     6,000,000      6,101,280 
  San Joaquin Hills, California, 
  Transportation Corridor Agency, Toll Road Revenue    7.000    01/01/2030     9,355,000      9,663,996 
  Walnut Valley, California, Unified School 
  District, Series A (MBIA)                            6.000    08/01/2014       190,000        194,832 
COLORADO 
  Araphoe County, Colorado, Single Family 
  Mortgage Revenue (effective yield 6.00%) (b)         0.000    09/01/2010     4,000,000      1,731,720 
  City and County of Denver, Colorado, 
  Airport System, Series A                             7.000    11/15/1999     2,000,000      2,092,120 
  City and County of Denver, Colorado, 
  Airport System, Series A                             7.500    11/15/2023     6,625,000      7,214,758 
  City and County of Denver, Colorado, 
  Airport System, Series A                             8.500    11/15/2023     7,750,000      8,880,493 
  City and County of Denver, Colorado, 
  Airport System, Series A                             8.750    11/15/2023    23,830,000     28,064,591 
  City and County of Denver, Colorado, 
  Airport System, Series A                             5.500    11/15/2025     5,450,000      5,147,471 
  City and County of Denver, Colorado, 
  Airport System, Series A                             8.000    11/15/2025       525,000        588,189 
  City and County of Denver, Colorado, 
  Airport System, Series B                             7.250    11/15/2012     3,500,000      3,720,605 
  City and County of Denver, Colorado, 
  Airport System, Series C                             6.650    11/15/2005     5,980,000      6,284,920 
  City and County of Denver, Colorado, 
  Airport System, Series C                             6.000    12/01/2025     5,000,000      5,050,950 
  City and County of Denver, Colorado, 
  Airport System, Series D                             7.750    11/15/2013     7,100,000      8,250,555 
  City and County of Denver, Colorado, 
  Airport System, Series D                             7.750    11/15/2021    12,250,000     13,525,715 
  Colorado Health Facilities Authority, 
  Rocky Mountain Adventist Health Care                 6.625    02/01/2022     3,000,000      2,975,820 
  Colorado Health Facilities Authority, 
  Sisters Charity Health Care, Series A (MBIA)         6.250    05/15/2009     1,880,000      2,002,726 
  Jefferson County, Colorado, Single Family 
  Refunding, Series A                                  8.875    10/01/2013       715,000        753,295 
  Larimer County, Colorado, School District (MBIA)     7.000    12/15/2016     2,250,000      2,640,218 
CONNECTICUT 
  Connecticut Special Tax Obligation, Series B         6.500    10/01/2012     1,600,000      1,742,736 
  Connecticut State Resources Recovery 
  Authority, Bridgeport Resco Company Project          8.500    01/01/2000     1,375,000      1,414,916 
DELAWARE 
  Delaware State Health Facilities 
  Authority, Medical Center of Delaware (MBIA)         6.250    10/01/2006     8,000,000      8,692,960 
  Delaware State Health Facilities 
  Authority, Medical Center of Delaware (MBIA)         7.000    10/01/2015     1,600,000      1,707,920 
  Delaware State Housing Authority Revenue, 
  Residential Mortgage, Series A                       9.375    06/01/2012       140,000        141,113 
</TABLE>
                                        (continued on next page)
<PAGE>
 
PAGE 10 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                          Coupon    Maturity     Principal       Market 
                                                           Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                       <C>      <C>          <C>            <C>
FLORIDA 
  Broward County, Florida, Resource 
  Recovery, South Project                                  7.950%  12/01/2008   $ 8,720,000    $ 9,592,959 
  City of Tarpon Springs Health Facilities 
  Authority, Florida, Hospital Refunding, 
  Tarpon Springs Hospital Foundation, Inc.                 8.750   05/01/2012       500,000        524,820 
  Dade County, Florida, General Obligation (MBIA)          5.125   10/01/2026     5,000,000      4,462,750 
  Dade County, Florida, General Obligation (FGIC)         12.000   10/01/1998     2,300,000      2,674,164 
  Dade County, Florida, Health Facilities 
  Authority, Mount Sinai Medical Center                    8.400   12/01/2017     3,000,000      3,240,240 
  Dade County, Florida, Water and Sewer 
  System Revenue (FGIC)                                    5.500   10/01/2025    13,500,000     12,824,865 
  Dade County, Florida, Water and Sewer 
  System Revenue (FGIC)                                    8.400   12/01/2007     1,250,000      1,350,100 
  Escambia County, Florida, Pollution 
  Control, Champion International Corp. Project            6.900   08/01/2022       600,000        630,504 
  Florida Housing Finance Agency, GNMA 
  Collaterallized Home Mortgage                            8.000   12/01/2020       670,000        706,642 
  Florida Housing Finance Agency, Single 
  Family Mortgage, Series B                                5.875   01/01/2027       500,000        483,255 
  Florida State Board of Education, Capital 
  Outlay, General Obligation                               5.000   01/01/2015     2,000,000      1,810,720 
  Florida State Board of Education, Capital 
  Outlay, Series E                                         5.000   06/01/2020     3,250,000      2,865,590 
  Florida State, Bond Finance Department, 
  Environmental Preservation                               5.250   07/01/2010    16,925,000     16,392,878 
  Florida State, Jacksonville Transportation Authority     9.200   01/01/2015     3,580,000      4,820,434 
  Hillsborough County, Florida, Housing 
  Finance Agency, Single Family Mortgage Revenue           7.300   04/01/2022       495,000        507,702 
  Jacksonville, Florida, Health Facilities 
  Authority, New Children's Hospital (MBIA)                7.000   06/01/2021     1,800,000      1,960,560 
  Lee County, Florida, School Board, 
  Certificates of Participation (FSA)                      7.750   08/01/2004     3,630,000      4,191,053 
  Lee County, Florida, School Board, 
  Certificates of Participation, Series A (FSA)            7.750   08/01/2005     3,490,000      4,029,414 
  Lee County, Florida, Solid Waste System, Series B        7.000   10/01/2011       300,000        328,746 
  Orange County, Florida, Health Facilities 
  Authority, Adventist Health System (AMBAC)               5.250   11/15/2020     4,435,000      4,058,779 
  Orange County, Florida, Housing Finance Authority, 
  GNMA Collateralized Mortgage, Series B                   5.250   11/01/2021       385,000        411,915 
  Orlando-Orange County, Florida, Expressway 
  Authority (FGIC)                                         8.250   07/01/2014     3,000,000      3,874,500 
  Orlando-Orange County, Florida, Expressway 
  Authority (FGIC)                                         8.250   07/01/2015     2,960,000      3,829,648 
  Palm Beach County, Florida, Health 
  Revenue, John F. Kennedy Hospital                        9.500   08/01/2013     3,050,000      4,032,100 
  Palm Beach County, Florida, Solid Waste 
  Industrial Development, Okeelanta Power Project          6.700   02/15/2015     3,000,000      2,825,010 
  Palm Beach County, Florida, Solid Waste 
  Industrial Development, Okeelanta Power Project          6.850   02/15/2021     2,500,000      2,338,700 
  Palm Beach County, Florida, Solid Waste, 
  Osceola Power Project, Series A                          6.950   01/01/2022     7,000,000      6,623,470 
  St. Petersburg, Florida, Health Facilities 
  Authority (MBIA)                                         7.000   12/01/2015     3,250,000      3,584,848 
  Tampa, Florida, Allegheny Health Systems                 6.500   12/01/2023       500,000        541,540 
  Tampa, Florida, Guaranteed Entitlement, Series A         8.375   10/01/2008     3,290,000      3,580,935 
  Tampa, Florida, Subordinate Guaranteed 
  Entitlement, Series B (Pre-refunded)                     8.500   10/01/2018     1,825,000      1,991,221 
</TABLE>

<PAGE>
 
PAGE 11 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                   Coupon    Maturity     Principal       Market 
                                                    Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                <C>      <C>          <C>            <C>
FLORIDA (CONTINUED) 
  Tampa, Florida, Utility Tax, Capital 
  Appreciation 
  (effective yield 6.13%) (b)                      0.000%   10/01/2017   $ 5,800,000    $ 1,631,076 
GEORGIA 
  Forsyth County, Georgia, School District         6.750    07/01/2016     3,000,000      3,300,780 
  Georgia State, General Obligation, Series B      8.375    01/01/2020     2,000,000      2,080,620 
  Georgia State, General Obligation, Series B      6.800    03/01/2011    10,000,000     11,292,400 
  Georgia State, General Obligation, Series C      5.250    04/01/2011    11,700,000     11,399,895 
  Georgia State, General Obligation, Series D      6.700    08/01/2010     1,500,000      1,681,965 
  Metropolitan Atlanta Rapid Transit 
  Authority, Georgia, Sales Tax (AMBAC)            6.250    07/01/2011     4,255,000      4,550,127 
HAWAII 
  Hawaii State Department of Budget and 
  Finance, Special Purpose Revenue, Hawaii 
  Electric Co. (MBIA)                              7.375    12/01/2020     8,000,000      8,778,400 
IDAHO 
  Idaho Housing Finance Authority, Single 
  Family Mortgage Bonds, Series D-1                8.000    01/01/2020     1,225,000      1,282,134 
ILLINOIS 
  Chicago, Illinois, Gas Supply Revenue, 
  People's Gas Light and Coke Co., Series A        8.100    05/01/2020    15,860,000     17,486,919 
  Chicago, Illinois, Public Building 
  Commission (effective yield 6.18%) (b)           0.000    01/01/2008     4,440,000      2,374,201 
  Cook County, Illinois, General Obligation, 
  District Number 508, Lease Certificates, 
  Series C (MBIA)                                  7.700    12/01/2005     5,970,000      6,979,229 
  Illinois Development Finance Authority, 
  Pollution Control Revenue Refunding, 
  Commonwealth Edison Co. Project, Series D        6.750    03/01/2015     4,000,000      4,264,040 
  Illinois State, Sales Tax, Series P              6.500    06/15/2022     9,000,000      9,765,810 
  Kankakee, Illinois, Sewer Revenue (FGIC)         6.875    05/01/2011     2,965,000      3,183,906 
  Metropolitan Pier and Exposition 
  Authority, Illinois, Dedicated State Tax 
  Revenue (MBIA) (effective yield 6.60%) (b)       0.000    06/15/2013     5,625,000      2,058,019 
  Metropolitan Pier and Exposition 
  Authority, Illinois, Dedicated State Tax 
  Revenue (FGIC) (effective yield 6.70%) (b)       0.000    06/15/2015    19,440,000      6,201,166 
  Metropolitan Pier and Exposition 
  Authority, Illinois, Dedicated State Tax 
  Revenue (MBIA)                                   5.000    06/01/2015     3,000,000      2,631,810 
  Metropolitan Pier and Exposition 
  Authority, McCormick Place Expansion Project     7.250    06/15/2005    10,180,000     11,569,875 
  Quincy, Illinois, Blessing Hospital Revenue      6.000    11/15/2018     3,200,000      2,993,664 
  Robbins, Illinois, Robbins Resources 
  Recovery, Partners-A                             9.250    08/15/2014     9,000,000      8,639,550 
INDIANA 
  Indianapolis, Indiana, Local Public 
  Improvement Bond Bank, Series 1992D              6.750    02/01/2020     2,000,000      2,047,140 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 12 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                    Coupon    Maturity     Principal       Market 
                                                     Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                 <C>      <C>          <C>            <C>
KANSAS 
  Burlington, Kansas, Pollution Control, 
  Kansas Gas and Electric Company (MBIA)            7.000%   06/01/2031   $ 2,000,000    $ 2,181,820 
  Kansas City, Kansas, Utility Systems, 
  Refunding and Improvement (FGIC)                  6.375    09/01/2023    12,150,000     12,617,046 
KENTUCKY 
  Carroll County, Kentucky, Kentucky Utility 
  Company, Series A                                 7.450    09/15/2016     8,000,000      8,993,600 
  Jefferson County, Kentucky, Hospital 
  Revenue (MBIA)                                    6.435    10/23/2014     6,000,000      6,185,640 
  Kentucky Housing Corp., Housing Revenue 
  Bond, Series C                                    7.900    01/01/2021     5,350,000      5,625,043 
  Trimble County, Kentucky, Pollution 
  Control, Louisville Gas and Electric Co.          7.625    11/01/2020     2,725,000      2,999,053 
  Trimble County, Kentucky, Pollution 
  Control, Louisville Gas and Electric Co., 
  Series A (Pre-refunded)                           7.625    11/01/2020       545,000        611,070 
LOUISIANA 
  Louisiana Public Facilities Authority, 
  Health and Educational Facilities, Our 
  Lady of the Lake Hospital                         8.200    12/01/2015     7,250,000      7,951,220 
  Louisiana Public Facilities Authority, 
  Hospital Refunding, Pendleton Memorial 
  Methodist                                         6.750    06/01/2022     7,000,000      6,897,520 
  Louisiana Public Facilities Authority, 
  Hospital, Woman Hospital Foundation Project       7.250    10/01/2022     1,750,000      1,801,100 
  Louisiana State, Series B (MBIA)                  5.625    08/01/2013     3,000,000      2,939,100 
  New Orleans, Louisiana, Capital 
  Appreciation (AMBAC) 
  (effective yield 7.05%) (b)                       0.000    09/01/2012     4,700,000      1,827,689 
  New Orleans, Louisiana, Capital 
  Appreciation (AMBAC) 
  (effective yield 7.05%) (b)                       0.000    09/01/2011     5,000,000      2,070,500 
  Orleans Parish, Louisiana, School Board (ETM)     9.050    02/01/2010     5,175,000      6,768,331 
  Orleans Parish, Louisiana, School Board, 
  Refunding Bonds, Series B                         5.200    02/01/2014     3,500,000      3,236,065 
  Ouachita Parish, Louisiana, Louisiana 
  Hospital Service, Glenwood Regional 
  Medical Center                                    7.500    07/01/2021     2,000,000      2,124,920 
MAINE 
  Maine State Housing Authority, Mortgage 
  Purchase, Series A3                               7.800    11/15/2015     2,580,000      2,644,113 
  Regional Waste System, Maine, Solid Waste 
  Resources Recovery Revenue                        8.150    07/01/2011     2,500,000      2,721,025 
MARYLAND 
  Maryland State Community Development 
  Administration, Multi-Family Housing              8.750    05/15/2012     3,345,000      3,394,707 
MASSACHUSETTS 
  Lawrence, Massachusetts, General 
  Obligation (AMBAC)                                6.250    02/15/2009       750,000        787,927 
  Massachusetts Bay Transportation 
  Authority, Refunding, General 
  Transportation Systems, Series A                  7.000    03/01/2008     4,550,000      5,136,723 
  Massachusetts Bay Transportation 
  Authority, Series A                               7.000    03/01/2007     5,000,000      5,646,350 
  Massachusetts Bay Transportation 
  Authority, Series A                               7.000    03/01/2011     6,110,000      6,902,406 
  Massachusetts Bay Transportation 
  Authority, Series A                               6.250    03/01/2012     7,600,000      8,025,676 
  Massachusetts Bay Transportation 
  Authority, Series B                               6.200    03/01/2016     2,125,000      2,226,086 
</TABLE>

<PAGE>
 
PAGE 13 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                       Coupon    Maturity     Principal       Market 
                                                        Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>      <C>          <C>            <C>
MASSACHUSETTS (CONTINUED) 
  Massachusetts Industrial Finance Agency, 
  Harvard Community Health Plan, Inc.                  8.125%   10/01/2017   $13,750,000    $14,665,612 
  Massachusetts Municipal Wholesale 
  Electric, Power Supply Systems                       6.750    07/01/2008     6,540,000      6,946,199 
  Massachusetts State Health and Educational 
  Facilities Authority (MBIA)                          7.300    10/01/2018     1,700,000      1,833,416 
  Massachusetts State Health and Educational 
  Facilities Authority, Brigham & Womens 
  Hospital (MBIA)                                      6.750    07/01/2024     2,000,000      2,115,920 
  Massachusetts State Health and Educational 
  Facilities Authority, Massachusetts 
  General Hospital, Series F (AMBAC)                   6.250    07/01/2012     5,000,000      5,306,050 
  Massachusetts State Health and Educational 
  Facilities Authority, New England 
  Deaconness Hospital (AMBAC)                          6.875    04/01/2022     2,980,000      3,190,895 
  Massachusetts State Health and Educational 
  Facilities Authority, McLean Hospital, 
  Series C                                             6.500    07/01/2010       500,000        534,125 
  Massachusetts State Health and Educational 
  Facilities Authority, Milton Hospital                7.250    07/01/2005       700,000        766,549 
  Massachusetts State Health and Educational 
  Facilities Authority, New England 
  Deaconess Hospital                                   6.875    04/01/2022       500,000        516,400 
  Massachusetts State Industrial Finance 
  Agency, Solid Waste Disposal                         9.000    08/01/2016     8,000,000      6,899,520 
  Massachusetts State Water Pollution, Series A        6.375    02/01/2015       125,000        129,440 
  Massachusetts State Water Resources 
  Authority, Series A                                  7.000    04/01/1999     1,000,000      1,061,650 
  Massachusetts State Water Resources 
  Authority, Series A                                  7.125    04/01/2000     1,500,000      1,621,800 
  Massachusetts State Water Resources 
  Authority, Series B                                  4.000    12/01/2018    19,545,000     14,555,552 
  Massachusetts State, General Obligation, 
  Consolidated Loan, Series C (FGIC)                   6.600    11/01/2008     8,000,000      8,774,960 
  Massachusetts State Water Pollution, 
  Abatement Trust Water Pollution Abatement 
  Revenue (MWRA Loan Program), Series A                5.000    08/01/2014       750,000        683,003 
  Massachusetts State Water Pollution, 
  Abatement Trust Pooled Loan Program, 
  Series 2                                             6.125    02/01/2008        85,000         91,021 
  Massachusetts Water Resources Authority, 
  Series A (MBIA)                                      6.000    08/01/2024     1,500,000      1,524,540 
MICHIGAN 
  Monroe County, Michigan, Economic 
  Development Corp., Detroit Edison Co. (FGIC)         6.950    09/01/2022     9,500,000     11,019,715 
  Okemos, Michigan, Public School District, 
  Series I (effective yield 7.35%) (b)                 0.000    05/01/2021    51,525,000     10,543,045 
  Romulus, Michigan, Community Schools, 
  Capital Appreciation, Series I (effective 
  yield 8.02%) (b)                                     0.000    05/01/2017    39,490,000     10,662,300 
  West Ottawa, Michigan, Public School 
  District, Capital Appreciation (effective 
  yield 7.55%) (b)                                     0.000    05/01/2015    35,490,000     10,978,122 
MINNESOTA 
  Dakota County, Minnesota, Housing and 
  Redevelopment Authority, Single Family 
  Mortgage (FGIC)                                      9.375    05/01/2018        15,000         15,880 
  Dakota County, Minnesota, Single Family Mortgage     8.100    09/01/2012     1,540,000      1,612,765 
  Minnesota State Housing and Finance Agency           8.000    01/01/2023     1,435,000      1,477,390 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 14 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                     Coupon    Maturity     Principal       Market 
                                                      Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                  <C>      <C>          <C>            <C>
MISSISSIPPI 
  Harrison County, Mississippi, Wastewater 
  Treatment Management                               8.500%   02/01/2013   $ 1,000,000    $ 1,331,450 
MISSOURI 
  Kansas City Missouri Municipal Assistance 
  Corporation, Refunding Leasehold, H Roe 
  Bartle, Revenue Bonds, Series A                    5.000    04/15/2020    11,500,000     10,224,075 
  Missouri State Health and Educational 
  Facilities Authority, Barnes Jewish 
  Hospital (MBIA)                                    5.150    05/15/2010     5,000,000      4,820,450 
  Phelps County, Missouri, Phelps County 
  Regional Medical Center 
  (Connie Lee)                                       6.000    05/15/2013       125,000        124,177 
  University of Missouri, University 
  Improvement Systems Facilities                     5.500    11/01/2023        25,000         23,554 
NEBRASKA 
  Nebraska Higher Education Loan Program             6.450    06/01/2018     8,320,000      8,308,269 
NEVADA 
  Clark County, Nevada, School District, 
  Series A (MBIA)                                    6.750    03/01/2007     3,000,000      3,224,160 
  Clark County, Nevada, Series A (AMBAC)             7.500    06/01/2009     6,000,000      7,022,460 
NEW HAMPSHIRE 
  New Hampshire Higher Education & Health 
  Facilities Authority, Frisbie Memorial 
  Hospital, Revenue Bonds                            6.125    10/01/2013     5,405,000      5,215,068 
NEW JERSEY 
  Camden County, New Jersey, Municipal 
  Utilities Authority, Sewer Revenue                 5.125    07/15/2017     4,650,000      4,202,019 
  Camden County, New Jersey, Municipal 
  Utilities Authority, Sewer Revenue, Series 
  A (FGIC) (effective yield 6.45%) (b)               0.000    09/01/2016     3,600,000      1,088,640 
  Essex County, New Jersey Lease Improvement 
  Authority, County Jail and Youth House             5.350    12/01/2024     4,830,000      4,453,695 
  Gloucester County, New Jersey Improvement 
  Authority, Solid Waste Resource Recovery 
  Revenue, Gloucester County Project A               8.125    07/01/2010     1,000,000      1,036,000 
  Hudson County, New Jersey, Fiscal Year 
  Adjustment Bonds                                   5.125    08/01/2008     3,000,000      2,848,230 
  New Jersey Health Care Facilities 
  Financing Authority, Jersey Shore Medical 
  Center (AMBAC)                                     6.125    07/01/2012     1,000,000      1,021,120 
  New Jersey Health Care Facilities 
  Financing Authority, Jersey Shore Medical 
  Center (AMBAC)                                     6.250    07/01/2016     2,000,000      2,033,660 
  New Jersey Health Care Facilities 
  Financing Authority, Kimball Medical 
  Center, Series C                                   8.000    07/01/2013     3,000,000      3,174,300 
  New Jersey Health Care Facilities 
  Financing Authority, St. Elizabeth's 
  Hospital, Series B                                 7.750    07/01/1998     1,750,000      1,793,242 
NEW MEXICO 
  Albuquerque, New Mexico Joint Water and 
  Sewer System Revenue, Series A (FGIC) 
  (effective yield 6.90%) (b)                        0.000    07/01/2008     2,950,000      1,503,143 
  City of Albuquerque, New Mexico, Hospital 
  System, Presbyterian Hospital, Series A (MBIA)     6.375    08/01/2007     1,500,000      1,591,755 
  New Mexico Educational Assistance 
  Foundation, Series B                               6.300    12/01/2004     2,460,000      2,634,439 
  New Mexico Educational Assistance 
  Foundation, Series B                               5.750    12/01/2008     2,250,000      2,166,885 
</TABLE>

<PAGE>
 
PAGE 15 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
                                                       Coupon    Maturity     Principal       Market 
                                                        Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>      <C>          <C>            <C>         
NEW YORK 
  Metropolitan Transportation Authority, New 
  York, Commuter Facilities Revenue Bonds, 
  Series A (FGIC)                                      6.000%   07/01/2021   $13,000,000    $13,060,970 
  New York City, New York, City Municipal 
  Water Finance Authority, Water and Sewer 
  Revenue (FGIC)                                       7.000    06/15/2015     4,270,000      4,650,713 
  New York City, New York, City Municipal 
  Water Finance Authority, Water and Sewer 
  Revenue (FGIC), Prerefunded, Series A                7.000    06/15/2015     1,305,000      1,443,461 
  New York City, New York, City Municipal 
  Water Finance Authority, Water and Sewer 
  System, Revenue Bonds, Series B (MBIA)               5.750    06/15/2026    17,550,000     17,207,775 
  New York City, New York, General 
  Obligation, Fiscal 1992, Series A                    5.875    03/15/2011     6,000,000      5,694,600 
  New York City, New York, General 
  Obligation, Fiscal 1992, Series A                    7.750    08/15/2008    10,000,000     11,049,400 
  New York City, New York, General 
  Obligation, Fiscal 1992, Series A                    7.750    08/15/2014     5,460,000      6,216,354 
  New York City, New York, General 
  Obligation, Series A                                 8.000    08/15/2020       500,000        577,670 
  New York City, New York, General 
  Obligation, Series A (FGIC) Refunding                5.750    08/01/2010       400,000        400,772 
  New York City, New York, Industrial 
  Special Facility, Terminal One Group 
  Association Project                                  6.000    01/01/2015     2,500,000      2,444,975 
  New York City, NewYork, Municipal Water 
  Finance Authority, Water and Sewer System (FGIC)     7.000    06/15/2015     3,025,000      3,242,588 
  New York City, New York, Prerefunded, Series A       7.750    08/15/2015     7,980,000      9,149,629 
  New York City, New York, Series F                    5.750    02/01/2015     5,500,000      5,090,635 
  New York City, New York, Series G                    5.750    02/01/2014    16,000,000     14,875,040 
  New York City, New York, Unrefunded 
  Balance, Series A                                    7.750    08/15/2015       270,000        295,053 
  New York Energy Research and Development 
  Authority, Consolidated Edison Project               7.750    01/01/2024     7,400,000      7,790,424 
  New York State Care Facilities, New York 
  Hospital, Series A                                   6.800    08/15/2024     3,800,000      4,108,674 
  New York State Dormitory Authority Mental 
  Health Facility (MBIA)                               5.125    02/15/2021     7,535,000      6,807,948 
  New York State Dormitory Authority 
  Revenue, State University Educational 
  Facilities, Series B                                 7.500    05/15/2011    10,500,000     11,985,120 
  New York State Dormitory Authority 
  Revenue, State University Educational 
  Facilities, Series B                                 5.250    05/15/2019     3,850,000      3,417,645 
  New York State Dormitory Authority 
  Revenue, State University Educational, Series C      7.375    05/15/2010     1,100,000      1,248,214 
  New York State Dormitory Authority, City 
  University Educational Facilities (FGIC)             5.250    05/15/2013     9,500,000      8,632,175 
  New York State Dormitory Authority, City 
  University Educational Facilities (FGIC)             7.000    07/01/2009     3,780,000      4,353,124 
  New York State Environmental Facilities 
  Corp., State Water Pollution Control (New 
  York City Water Finance Authority) Series E          6.875    06/15/2010     5,000,000      5,490,750 
  New York State Local Government Assistance 
  Corporation, Series C                                5.500    04/01/2017     2,000,000      1,927,620 
  New York State Local Government Assistance 
  Corporation, Series D                                6.750    04/01/2021       900,000        998,415 
  New York State Medical Care Facilities, 
  Finance Agency Revenue (FGIC)                        6.375    08/15/2014     2,900,000      2,995,468 
  New York State Medical Care Facilities, 
  Finance Agency Revenue                               6.375    11/15/2019     1,250,000      1,271,562 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 16 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                       Coupon    Maturity     Principal       Market 
                                                        Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>      <C>          <C>            <C>
NEW YORK (CONTINUED) 
  New York State Medical Care Facilities, 
  Finance Agency Revenue (AMBAC)                        6.375%  11/15/2019   $ 2,255,000    $ 2,332,211 
  New York State Medical Care Facilities, 
  Finance Agency Revenue, Mental Health 
  Services Facilities                                   6.000   08/15/2015     1,500,000      1,517,970 
  New York State Medical Care Facilities, 
  Finance Agency, New York Hospital, Series A           6.750   08/15/2014     2,250,000      2,423,925 
  New York State Medical Care Facilities, 
  Finance Agency, Series A                              7.700   02/15/2009     5,300,000      5,986,615 
  New York State Mortgage Agency, Homeowner 
  Mortgage, Series 27                                   6.900   04/01/2015     4,500,000      4,764,690 
  New York State Mortgage Agency, Homeowner 
  Mortgage, Series 56                                   6.450   10/01/2021     1,000,000      1,005,800 
  New York State Mortgage Agency, Series A              6.875   04/01/2017     1,565,000      1,586,284 
  New York State Urban Development 
  Corporation, Correctional Facilities, 
  Series A                                              6.500   01/01/2009       575,000        600,128 
  New York State Urban Development 
  Corporation, Correctional Facilities, 
  Series A                                              7.500   04/01/2011     9,500,000     10,749,155 
  New York State Urban Development 
  Corporation, Revenue Refunding, 
  Correctional Facilities, Series A                     6.500   01/01/2010    15,920,000     16,624,301 
  Niagara Falls, New York, Public 
  Improvement (MBIA)                                    7.500   03/01/2014       300,000        362,244 
  Port Authority, New York and New Jersey               4.750   01/15/2026     3,000,000      2,498,220 
  Port Authority, New York and New Jersey, 
  Special Obligation Revenue                            6.750   10/01/2011     3,000,000      3,018,180 
  Port Authority, New York and New Jersey, 
  Special Obligation Revenue                            6.750   10/01/2019     3,500,000      3,495,135 
  Suffolk County, New York, Industrial 
  Development Agency, Southwest Sewer Systems           6.000   02/01/2007     1,655,000      1,758,835 
  Triborough Bridge and Tunnel Authority, 
  Highway Revenue Tolls, General Purpose, Series Y      6.625   01/01/2012    12,750,000     14,103,922 
  Triborough Bridge and Tunnel Authority, 
  New York, Series Q                                    5.500   01/01/2017     1,000,000        975,920 
OHIO 
  Adams County, Ohio Valley School District (MBIA)      7.000   12/01/2015     2,000,000      2,297,780 
  Cleveland, Ohio, Public Power Systems, 
  First Mortgage, Series A (MBIA)                       7.000   11/15/2014     7,000,000      7,826,280 
  Cleveland, Ohio, Public Power Systems, 
  First Mortgage, Series A (MBIA)                       7.000   11/15/2024     1,000,000      1,110,160 
  Columbus, Ohio, General Obligation                   12.375   02/15/2006     1,285,000      1,958,430 
  Ohio Housing Finance Agency, Single Family 
  Mortgage Revenue, Series C (GNMA)                     9.000   09/01/2018    10,000,000     11,128,600 
  Ohio State Building Authority, State 
  Facilities, Adult Correctional, 
  Series A (AMBAC)                                      5.500   04/01/2016     2,000,000      1,938,740 
  Ohio State Higher Educational Facility 
  Commission (MBIA)                                     6.125   11/15/2017     1,000,000      1,029,220 
  Ohio State Turnpike, Community Turnpike 
  Revenue, Series A                                     5.500   02/15/2026     5,000,000      4,768,750 
  Ohio State Water Development Authority (AMBAC)        9.375   12/01/2018       225,000        234,493 
OKLAHOMA 
  Oklahoma State Industrial Authority, 
  Baptist Medical Center                                7.000   08/15/2014     2,250,000      2,487,578 
OREGON 
  Oregon Health Sciences University, Revenue 
  Bonds, Series A                                       5.250   07/01/2025     5,000,000      4,544,900 
  Western Generation Agency, Oregon, Wauna 
  Cogeneration Project, 
  Series B (c)                                          7.400   01/01/2016     3,300,000      3,472,788 
</TABLE>

<PAGE>

PAGE 17 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
                                                       Coupon    Maturity     Principal      Market 
                                                        Rate       Date        Amount        Value 
<S>                                                    <C>      <C>          <C>           <C>        
- --------------------------------------------------------------------------------------------------------
PENNSYLVANIA 
  Allegheny County, Pennsylvania, Sewer 
  Revenue Refunding (FGIC) (effective yield 
  6.10%) (b)                                           0.000%   06/01/2015   $2,500,000    $  805,250 
  Beaver County, Pennsylvania, Industrial 
  Development Authority, Pollution Control 
  Revenue, Ohio Edison Project, Series A               7.750    09/01/2024       80,000        84,441 
  Beaver County, Pennsylvania, Ohio Edison (FGIC)      7.000    06/01/2021    4,390,000     4,692,295 
  Butler County, Pennsylvania, Hospital 
  Authority, Butler Memorial Hospital                  8.000    07/01/2016    6,170,000     6,293,400 
  Delaware County, Pennsylvania, Hospital 
  Revenue, Crozier Chester Medical Center 
  (Pre-refunded)                                       7.500    12/15/2020    2,545,000     2,869,437 
  Delaware County, Pennsylvania, Industrial 
  Development Authority                                7.375    04/01/2021      500,000       531,910 
  Delaware County, Pennsylvania, Industrial 
  Development Authority, Resource Recovery 
  Project, Series A (LOC Security Pacific)             8.100    12/01/2013    7,500,000     7,796,325 
  McKeesport, Pennsylvania, Hospital 
  Authority Revenue, McKeesport Hospital               6.500    07/01/2008      875,000       857,124 
  Montgomery County, Pennsylvania, 
  Industrial Development and Pollution 
  Control, Philadelphia Electric                       7.600    04/01/2021      900,000       957,609 
  North Penn, Pennsylvania, Water Authority (FGIC)     6.875    11/01/2019    2,500,000     2,832,425 
  Northumberland County, Pennsylvania, 
  Commonwealth Lease Authority Revenue 
  (Pre-refunded)                                       7.750    10/15/2004    2,110,000     2,397,213 
  Pennsylvania Economic Development 
  Financing Authority, Resources Recovery, 
  Colver Project, Series D (c)                         7.125    12/01/2015    3,000,000     3,064,140 
  Pennsylvania Economic Development 
  Financing Authority, Resources Recovery, 
  Colver Project, Series D (c)                         7.150    12/01/2018    2,500,000     2,548,700 
  Pennsylvania Economic Development 
  Financing Authority, Resources Recovery, 
  Northampton Project (c)                              6.400    01/01/2009    9,500,000     9,059,770 
  Pennsylvania Economic Development 
  Financing Authority, Resources Recovery, 
  Northampton Project (c)                              6.500    01/01/2013    4,000,000     3,784,880 
  Pennsylvania Economic Development 
  Financing Authority, Resources Recovery, 
  Northampton Project (c)                              6.600    01/01/2019    3,800,000     3,566,414 
  Pennsylvania Economic Development 
  Financing Authority, Resources Recovery, 
  Colver Project, Series D (c)                         7.050    12/01/2009    6,500,000     6,627,335 
  Pennsylvania Housing Finance Agency, 
  Residential Development Section 8, Series A          7.600    07/01/2013    5,545,000     5,916,404 
  Pennsylvania Housing Finance Agency, 
  Single Family Mortgage, Section 8                    8.200    07/01/2024    8,000,000     8,545,280 
  Pennsylvania Housing Finance Agency, 
  Single Family Mortgage, Series 34 A                  6.850    04/01/2016      500,000       516,570 
  Pennsylvania Housing Finance Agency, 
  Single Family Mortgage, Series P                     8.000    04/01/2016    3,000,000     3,085,200 
  Pennsylvania Housing Finance Agency, 
  Single Family Mortgage, Series T                     7.750    10/01/2009    4,000,000     4,180,720 
  Pennsylvania Housing Finance Agency, 
  Single Family Mortgage, Series V                     7.800    04/01/2016    3,950,000     4,098,757 
  Pennsylvania Intergovernmental Cooperative 
  Authority, Philadelphia Funding (FGIC)               6.750    06/15/2021    1,910,000     2,134,119 
  Pennsylvania State Higher Educational 
  Facilities Authority Revenue, Allegheny 
  General Hospital, Series A                           7.125    09/01/2007    4,000,000     4,321,760 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 18 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                  Coupon    Maturity     Principal       Market 
                                                   Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                               <C>      <C>          <C>            <C>
PENNSYLVANIA (CONTINUED) 
  Pennsylvania State Higher Educational 
  Facilities Authority, Thomas Jefferson 
  University                                       6.625%  08/15/2009   $   150,000    $   161,487 
  Pennsylvania State, Industrial Development 
  Authority                                        7.000   01/01/2006       500,000        561,355 
  Philadelphia, Pennsylvania, Hospital and 
  Higher Education Facilities, Albert 
  Einstein Medical Center                          7.625   04/01/2011     2,350,000      2,490,460 
  Philadelphia, Pennsylvania, Hospital and 
  Higher Education Facilities, Albert 
  Einstein Medical Center                          7.000   10/01/2021     3,055,000      3,177,017 
  Philadelphia, Pennsylvania, Hospital and 
  Higher Education Facilities, Chestnut Hill 
  Hospital                                         6.500   11/15/2022     5,000,000      5,019,000 
  Philadelphia, Pennsylvania, Hospital and 
  Higher Education Facilities, Community 
  College, Series B (MBIA)                         6.500   05/01/2007       280,000        300,818 
  Philadelphia, Pennsylvania, Hospital and 
  Higher Education Facilities, Graduate 
  Health System Obligation                         7.250   07/01/2018     4,500,000      4,564,935 
  Philadelphia, Pennsylvania, Hospital and 
  Higher Education Facilities, Temple 
  University Authority                             6.625   11/15/2023     1,725,000      1,735,453 
  Philadelphia, Pennsylvania, Municipal 
  Development Authority, Criminal Justice 
  Center, Series A (MBIA)                          7.100   11/15/2006     4,095,000      4,509,946 
  Philadelphia, Pennsylvania, Water and 
  Wastewater (FGIC)                               10.000   06/15/2005    10,000,000     13,114,000 
  Philadelphia, Pennsylvania, Water and 
  Wastewater, Series A                             6.250   08/01/2012     3,000,000      3,191,130 
  Pittsburgh, Pennsylvania, Urban 
  Redevelopment Authority, Multi-Family 
  Housing Mortgage, 1985 Series A                  9.250   12/01/2027     3,175,000      3,290,506 
  Ridley Park, Pennsylvania, Hospital 
  Authority Revenue                                6.125   12/01/2020     4,100,000      3,569,255 
  Sayre, Pennsylvania, Health Care 
  Facilities Authority, Guthrie Healthcare, 
  Series A                                         7.100   03/01/2017     6,350,000      6,793,103 
  Westmoreland County, Pennsylvania, 
  Municipal Authority, Capital Appreciation, 
  Series C (FGIC) (effective yield 5.69%) (b)      0.000   08/15/2015     5,000,000      1,605,700 
PUERTO RICO 
  Puerto Rico Commonwealth Highway & 
  Transportation Authority, Highway Revenue 
  Bonds, Series Y                                  5.500   07/01/2036    10,000,000      9,303,600 
  Puerto Rico Commonwealth, General 
  Obligation (AMBAC)                               7.000   07/01/2010     5,000,000      5,703,800 
  Puerto Rico Commonwealth, General 
  Obligation (MBIA)                                7.000   07/01/2010    16,750,000     19,107,730 
  Puerto Rico Commonwealth, Refunding 
  (Capital Guarantee)                              6.450   07/01/2017     3,000,000      3,151,860 
  Puerto Rico Electric Power Authority 
  Revenue, Refunding, Series N                     6.000   07/01/2010       500,000        503,390 
  Puerto Rico Electric Power Authority, 
  Refunding, Series S                              7.000   07/01/2007     2,000,000      2,269,100 
  Puerto Rico Electric Power Authority, 
  Series Y (MBIA)                                  6.500   07/01/2006     4,000,000      4,414,320 
  Puerto Rico Industrial, Tourist, 
  Educational, Medical, Environmental 
  Control Facilities Authority (MBIA)              6.250   07/01/2024     1,500,000      1,543,485 
  Puerto Rico Industrial, Tourist, 
  Educational, Medical, Environmental 
  Control Facilities Finance Authority             5.700   08/01/2013       400,000        367,528 
  Puerto Rico Industrial, Tourist, 
  Educational, Medical, Environmental 
  Control Facilities Finance Authority             5.500   08/01/2024     1,000,000        849,950 
</TABLE>

<PAGE>
 
PAGE 19 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
                                                       Coupon    Maturity     Principal       Market 
                                                        Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>      <C>          <C>            <C>         
PUERTO RICO (CONTINUED) 
  Puerto Rico Public Buildings Authority, 
  Guaranteed Public Education and Health 
  Facilities, Series M                                 5.700%   07/01/2009   $ 1,800,000    $ 1,802,646 
  Puerto Rico Public Buildings Authority, 
  Guaranteed Public Education and Health 
  Facilities, Series M                                 3.750    07/01/2016     6,250,000      5,492,688 
RHODE ISLAND 
  Rhode Island State Health and Educational 
  Building Corp., Hospital Financing 
  Revenue, Roger Williams General Hospital             9.500    07/01/2016     5,710,000      5,812,552 
SOUTH CAROLINA 
  South Carolina State Public Services 
  Authority, Fixed Option Bonds                        5.342    06/30/2006    10,400,000     10,302,760 
SOUTH DAKOTA 
  South Dakota, Student Loan Finance 
  Corporation, Series A                                6.650    08/01/2008     1,335,000      1,356,400 
TENNESSEE 
  Bristol, Tennessee, Health and Education 
  Authority, Bristol Memorial Hospital (FGIC)          6.750    09/01/2010     4,200,000      4,670,988 
  Knox County, Tennessee, Health and 
  Educational Facilities, Fort Sanders 
  Hospital Alliance, Series C (MBIA)                   7.250    01/01/2010     7,000,000      8,067,640 
  Knox County, Tennessee, Health and 
  Educational Facilities, Fort Sanders 
  Hospital Alliance, Series C (MBIA)                   5.250    01/01/2015     3,500,000      3,313,170 
  Metro Government, Nashville & Davidson 
  Counties, Tennessee (FGIC) (effective 
  yield 4.26%) (b)                                     0.000    01/01/2012     9,000,000      9,235,350 
  Tennessee Housing Development Authority, 
  Home Ownership Program, Issue H                      7.825    07/01/2015     6,255,000      6,366,839 
TEXAS 
  Austin, Texas, Utility Systems Capital 
  Appreciation (AMBAC) (effective yield 
  6.80%) (b)                                           0.000    11/15/2011    12,000,000      4,939,680 
  Bexar, Texas, Metropolitan Water District 
  Waterworks Systems (AMBAC)                           6.625    05/01/2014     1,825,000      2,010,292 
  Bexar, Texas, Metropolitan Water District 
  Waterworks Systems (AMBAC)                           6.350    05/01/2025     2,750,000      2,848,725 
  Bexar, Texas, Metropolitan Water District 
  Waterworks Systems (Unrefunded)                      6.625    05/01/2014        25,000         26,442 
  Brazos River Authority, Texas, Houston 
  Light and Power Project B (MBIA)                     8.100    05/01/2019     8,500,000      9,151,100 
  Brownsville, Texas Utility System Revenue (MBIA)     6.250    09/01/2014     2,400,000      2,564,640 
  Cypress-Fairbanks, Texas, Independent 
  School District, Capital Appreciation, 
  Series A (effective yield 6.03%) (b)                 0.000    02/15/2013     6,675,000      2,503,125 
  Fort Bend County, Texas, Levee Improvement 
  District # 11 (MBIA)                                 6.900    09/01/2020     1,165,000      1,240,445 
  Fort Bend County, Texas, Levee Improvement 
  District # 11 (MBIA)                                 6.900    09/01/2018     1,245,000      1,325,626 
  Fort Bend County, Texas, Levee Improvement 
  District # 11 (MBIA)                                 6.900    09/01/2019     1,000,000      1,064,760 
  Harris County, Texas, Flood Control 
  District (effective yield 7.20%) (b)                 0.000    10/01/2006     7,000,000      3,644,550 
  Harris County, Texas, Health Facilities 
  Development Corporation                              6.600    06/01/2014     5,000,000      5,111,250 
  Harris County, Texas, Health Facilities 
  Development Corporation, Hermann Hospital 
  Project (MBIA)                                       6.375    10/01/2017     2,480,000      2,568,139 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 20 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                      Coupon    Maturity     Principal       Market 
                                                       Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                   <C>      <C>          <C>            <C>
TEXAS (CONTINUED) 
  Harris County, Texas, Health Facilities 
  Development Corporation, Memorial Hospital 
  Systems                                              6.625%  06/01/2024   $ 1,500,000    $ 1,530,555 
  Harris County, Texas, Health Facilities, 
  Memorial Hospital System                             7.125   06/01/2015     2,525,000      2,683,898 
  Harris County, Texas, Senior Lien, Toll 
  Road, Series A (MBIA)                                6.375   08/15/2024     4,000,000      4,217,120 
  Harris County, Texas, Toll Road                      7.000   08/15/2010     3,000,000      3,414,120 
  Houston, Texas Water and Sewer System 
  Revenue, Refunding, Junior Lien, Series C 
  (effective yield 6.85%) (b)                          0.000   12/01/2010     2,700,000      1,182,735 
  Houston, Texas, Airport System Revenue, 
  Senior Lien                                          8.200   07/01/2017     4,565,000      4,931,524 
  Houston, Texas, General Obligation                   7.000   03/01/2008    15,000,000     17,045,700 
  Houston, Texas, Hotel Occupancy Tax, 
  Senior Lien Bonds (FSA)                              5.500   07/01/2015     3,000,000      2,863,530 
  Houston, Texas, Water & Sewer System 
  Revenue, Series C 
  (effective yield 6.90%) (b)                          0.000   12/01/2011    13,000,000      5,337,670 
  Lower Colorado River Authority, Texas, 
  Series B (AMBAC) 
  (effective yield 7.05%) (b)                          0.000   01/01/2005     2,135,000      1,372,058 
  Midland County, Texas, Hospital District, 
  Midland Memorial Hospital                            7.500   06/01/2016       600,000        619,104 
  Northwest Texas, Independent School 
  District, Capital Appreciation (AMBAC) 
  (effective yield 7.28%) (b)                          0.000   08/15/2010     3,690,000      1,625,888 
  Port of Corpus Christi, Texas, Industrial 
  Development Corporation, Valero Refining 
  and Marketing Co. Project, Series A                 10.250   06/01/2017    16,600,000     17,807,152 
  Rio Grande Valley, Texas, Health 
  Facilities Corporation, Hospital Revenue, 
  Baptist Medical Center Project (MBIA)                8.000   08/01/2017     1,085,000      1,167,547 
  Rio Grande Valley, Texas, Health 
  Facilities Corporation, Hospital Revenue, 
  Baptist Medical Center Project 
  (Pre-refunded)                                       8.000   08/01/2017     5,915,000      6,465,923 
  San Antonio, Texas Hotel Occupancy, Texas 
  Revenue Bonds (FGIC)                                 5.700   08/15/2026     9,000,000      8,711,280 
  San Antonio, Texas, Electric & Gas Utility 
  Revenue Bonds                                        5.375   02/01/2013     3,000,000      2,870,700 
  San Antonio, Texas, Electric and Gas Revenue         5.375   02/01/2017    10,000,000      9,434,300 
  Tarrant County, Texas, Health Facilities System      5.125   09/01/2018     5,000,000      4,483,450 
  Tarrant County, Texas, Housing Finance 
  Corp., Series A (MBIA) (effective yield 
  11.00%) (b)                                          0.000   09/15/2016     6,415,000      1,868,689 
  Texas Housing Agency, Residential Development        8.400   01/01/2021     4,330,000      4,514,025 
  Texas Housing Agency, Single Family Mortgage         8.200   03/01/2016     2,940,000      3,011,324 
  Texas Municipal Power Agency (effective 
  yield 9.13%) (b)                                     0.000   09/01/2006     4,455,000      2,576,638 
  Texas Municipal Power Agency (effective 
  yield 9.62%) (b)                                     0.000   09/01/2008     4,500,000      2,282,355 
  Texas Municipal Power Agency Revenue 
  (effective yield 6.15%) (b)                          0.000   09/01/2015     3,500,000      1,118,915 
  Texas Municipal Power Agency Revenue 
  (effective yield 6.15%) (b)                          0.000   09/01/2017    13,000,000      3,651,440 
  Texas Municipal Power Agency Revenue 
  (effective yield 6.10%) (b)                          0.000   09/01/2013    12,100,000      4,430,899 
  Texas Municipal Power Agency Revenue Bonds           6.100   09/01/2009       130,000        137,063 
  Texas Municipal Power Agency Revenue 
  Bonds, Capital Appreciation, Refunding 
  (MBIA) (effective yield 6.10%) (b)                   0.000   09/01/2014    33,885,000     11,599,513 
  Texas Municipal Power Agency, Refunding 
  Bonds (MBIA)                                         5.250   09/01/2012       175,000        166,877 
  Texas National Research Lab, Super 
  Conducting, Super Collider                           6.950   12/01/2012    15,000,000     16,621,500 
  Texas State, General Obligation                      6.200   09/30/2011     5,000,000      5,261,500 
  Titus County, Texas, Water District #1, 
  Southwest Electric Power                             8.200   08/01/2011     9,000,000     10,263,600 
</TABLE>

<PAGE>
 
PAGE 21 
- ----------------------------------------------

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
                                                      Coupon    Maturity     Principal       Market 
                                                       Rate       Date         Amount         Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                    <C>     <C>          <C>            <C>         
TEXAS (CONTINUED) 
  Tomball, Texas, Hospital Authority, 
  Tomball Regional Hospital                            6.125%  07/01/2023   $11,500,000    $10,732,145 
  University of Texas, University Revenues             6.750   08/15/2013     2,180,000      2,374,951 
UTAH 
  Intermountain Power Agency, Utah, Power 
  Supply, Series A 
  (effective yield 7.10%) (b)                          0.000   07/01/2004     8,000,000      5,334,400 
  Intermountain Power Agency, Utah, Power 
  Supply, Series A 
  (effective yield 7.10%) (b)                          0.000   07/01/2006     2,150,000      1,283,163 
  Intermountain Power Agency, Utah, Power 
  Supply, Series B 
  (effective yield 6.30%) (b)                          0.000   07/01/2011     3,000,000      3,603,360 
  Intermountain Power Agency, Utah, Power 
  Supply, Series C (ETM) (effective yield 21.29%)      0.000   07/01/2002     6,500,000        991,055 
  Intermountain Power Agency, Utah, Power 
  Supply, Series D                                     8.375   07/01/2012     3,020,000      3,210,200 
  Intermountain Power Agency, Utah, Power 
  Supply, Series G 
  (effective yield 4.01%) (b)                          0.000   07/01/2012    24,350,000     23,255,711 
  Utah State Housing Finance Agency, Single 
  Family Mortgage, Series C-2                          7.950   07/01/2010       415,000        438,846 
  Utah State Housing Finance Agency, Single 
  Family Mortgage, Series I-2                          5.950   01/01/2024     1,000,000        967,260 
VERMONT 
  Vermont Housing Finance Agency, Single Family        8.150   05/01/2025     1,485,000      1,561,745 
VIRGINIA 
  Fairfax County, Virginia, Industrial 
  Development Authority                                5.000   08/15/2023     6,000,000      5,193,060 
  Hanover County, Virginia, Industrial 
  Development Authority, Memorial Regional 
  Medical Center Project (MBIA)                        5.500   08/15/2025     7,595,000      7,164,743 
  Norfolk, Virginia, Industrial Development 
  Authority, Hospital Refunding, Sentara 
  Hospital, Series A                                   5.500   11/01/2017     4,170,000      3,914,921 
  Pittsylvania County, Virginia, Industrial 
  Development, Multitrade Project (c)                  7.450   01/01/2009     2,000,000      2,049,140 
  Virginia State Housing Development 
  Authority, Residential Mortgage, Series B 
  (effective yield 10.63%) (b)                         0.000   09/01/2014       790,000        120,633 
  Winchester, Virginia, Industrial 
  Development Hospital                                 6.150   01/01/2015     2,300,000      2,095,116 
  Winchester, Virginia, Industrial 
  Development Hospital                                 6.300   01/01/2015     3,200,000      2,938,208 
WASHINGTON 
  Washington Public Power Supply System, 
  Nuclear Project #1, Series A                        14.500   07/01/2002     1,350,000      1,486,836 
  Washington Public Power Supply System, 
  Nuclear Project #3 
  (effective yield 10.09%) (b)                         0.000   07/01/2012     4,000,000      1,548,840 
  Washington State Health Care Facilities 
  Authority, Multi-Care Medical Center of 
  Tacoma (FGIC)                                        7.875   08/15/2011     1,300,000      1,394,224 
WISCONSIN 
  Wisconsin Health and Education Facilities 
  Authority, Bellin Memorial Hospital, Inc. 
  (Pre-refunded)                                       7.625   04/01/2019     5,000,000      5,493,950 
  Wisconsin Housing and Economic Development 
  Authority, Home Ownership                            8.000   03/01/2021     1,550,000      1,611,860 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 22 
- ----------------------------------------------
Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                   Coupon     Maturity      Principal        Market 
                                                    Rate        Date         Amount           Value 
- --------------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>           <C>           <C>
WYOMING 
  Wyoming Community Development Authority, 
  Housing Revenue, Series 5                        6.250%    06/01/2027    $10,000,000   $    9,866,300 
  Wyoming Community Development Authority, 
  Single Family Mortgage, Series B                 8.125     06/01/2021      2,710,000        2,831,164 
- --------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS (Cost--$1,558,041,307)                                              1,625,549,782 
- --------------------------------------------------------------------------------------------------------
TEMPORARY TAX-EXEMPT INVESTMENTS (1.4%) 
  Anaheim, California, Certificate of 
  Participation (a)                                3.100     08/01/2019      1,555,000        1,555,000 
  Dade County, Florida, Water and Sewer 
  Systems (FGIC) (a)                               3.300     10/05/2022      2,425,000        2,425,000 
  Kansas City, Missouri, Industrial 
  Development Hospital, Resh Health Services 
  System (MBIA) (a)                                3.650     04/15/2015          5,000            5,000 
  Massachusetts State Health and Educational 
  Facilities Authority (Capital Assets 
  Program), Series D (a)                           3.400     01/01/2035      6,465,000        6,465,000 
  Missouri State Health and Educational 
  Facilities Authority Revenue (a)                 3.250     12/01/2019        715,000          715,000 
  New York City, New York, General 
  Obligation, Series A (a)                         3.600     08/15/2018        190,000          190,000 
  New York City, New York, General 
  Obligation, Series A (a)                         3.600     08/15/2003        150,000          150,000 
  New York City, New York, Municipal Water 
  Finance Authority, Series C (FGIC) (a)           3.600     06/15/2022        180,000          180,000 
  New York City, New York, Municipal Water 
  Finance Authority, Series G (FGIC) (a)           3.550     06/15/2024      3,500,000        3,500,000 
  Sayre, Pennsylvania, Health Care 
  Facilities Authority Revenue, Series F (a)       3.250     12/01/2020      1,300,000        1,300,000 
  Sayre, Pennsylvania, Health Care 
  Facilities Authority Revenue, Series I (a)       3.250     12/01/2020        545,000          545,000 
  Sayre, Pennsylvania, Health Care 
  Facilities Authority Revenue, Series K (a)       3.250     12/01/2020      3,000,000        3,000,000 
  Washington State Health Care Facilities 
  Authority (a)                                    3.550     10/01/2005        700,000          700,000 
  West Feliciana Parish, Louisiana, 
  Pollution Control Revenue Bonds 
  (LOC--Canadian Imperial Bank) (a)                3.600     04/01/2016      2,500,000        2,500,000 
- --------------------------------------------------------------------------------------------------------
TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS (Cost--$23,230,000)                                   23,230,000 
- --------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS (Cost--$1,581,271,307)                                                  1,648,779,782 
OTHER ASSETS AND LIABILITIES--NET (1.0%)                                                     16,089,729 
- --------------------------------------------------------------------------------------------------------
NET ASSETS (100.0%)                                                                      $1,664,869,511 
- --------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

PAGE 23 
- ----------------------------------------------

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--June 30, 1996 (Unaudited) 

(a) 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. 
(b) Effective yield (calculated at date of purchase) is the annual yield at 
    which the bond accretes until its maturity date. 
(c) Securities that may be resold to "qualified institutional buyers" under 
    rule 144A or securities offered pursuant to Section 4(2) of the 
    Securities Act of 1933, as amended. These securities have been determined 
    to be liquid under guidelines established by the Board of Trustees. 

Legend of Portfolio Abbreviations: 
AMBAC--American Municipal Bond Assurance Corporation 
ETM--Escrowed to Maturity 
FGIC--Federal Guaranty Insurance Company 
FSA--Financial Security Assurance 
GNMA--Government National Mortgage Association 
LOC--Line of Credit 
MBIA--Municipal Bond Investors Assurance Corporation 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 24 
- ----------------------------------------------
Keystone Tax Free Fund 

FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                Six 
                              Months 
                               Ended 
                             June 30,                           Year Ended December 31, 
                               1996              1995          1994          1993         1992          1991 
- -------------------------------------------------------------------------------------------------------------
                            (Unaudited) 
<S>                         <C>            <C>           <C>           <C>          <C>           <C>
Net asset value, 
  beginning of period            $7.86          $7.10         $8.12         $8.04        $8.07         $7.90 
- -------------------------------------------------------------------------------------------------------------
Income from investment 
  operations: 
Net investment income             0.21           0.41          0.37          0.39         0.46          0.46 
Net realized and 
  unrealized gain (loss) 
  on investments                 (0.31)          0.74         (0.96)         0.48         0.12          0.36 
- -------------------------------------------------------------------------------------------------------------
Total from investment 
  operations                     (0.10)          1.15         (0.59)         0.87         0.58          0.82 
- -------------------------------------------------------------------------------------------------------------
Less distributions from: 
Net investment income            (0.19)         (0.39)        (0.37)        (0.39)       (0.46)        (0.46) 
In excess of net 
  investment income               0.00           0.00         (0.06)        (0.06)       (0.04)        (0.07) 
Net realized gain on 
  investments                     0.00           0.00          0.00         (0.33)       (0.11)        (0.12) 
In excess of net 
  realized gain on 
  investments                     0.00           0.00          0.00         (0.01)        0.00          0.00 
- -------------------------------------------------------------------------------------------------------------
Total distributions              (0.19)         (0.39)        (0.43)        (0.79)       (0.61)        (0.65) 
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of 
  period                         $7.57          $7.86         $7.10         $8.12        $8.04         $8.07 
- -------------------------------------------------------------------------------------------------------------
Total Return (a)                 (1.23%)        16.61%        (7.34%)       11.15%        7.55%        10.80% 
- -------------------------------------------------------------------------------------------------------------
Ratios/supplemental data 
Ratios to average net 
  assets: 
 Total expenses                   0.83%(b)       0.95%(b)       1.55%        1.66%        1.38%         1.75% 
 Net investment income            5.42%          5.41%         4.92%         4.72%        5.71%         5.78% 
Portfolio turnover rate             38%            56%           84%           76%          78%           77% 
- -------------------------------------------------------------------------------------------------------------
Net assets, end of 
  period (thousands)        $1,664,870     $1,204,468    $1,197,727    $1,548,503   $1,453,199    $1,146,185 
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Excluding applicable sales charges. 
(b) "Ratio of total expenses to average net assets" for the six months ended 
    June 30, 1996 and the year ended December 31, 1995 includes indirectly 
    paid expenses. Excluding indirectly paid expenses for the six months 
    ended June 30, 1996 and the year ended December 31, 1995, the expense 
    ratio would have been 0.82% and 0.94%, respectively. 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 25 
- ----------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES 
June 30, 1996 (Unaudited) 

- ------------------------------------------------------------------
Assets (Note 1) 
  Investments at market value 
    (identified cost--$1,581,271,307)               $1,648,779,782 
  Cash                                                     576,385 
  Receivable for: 
     Investments sold                                    1,493,985 
     Fund shares sold                                      226,390 
     Interest                                           28,457,433 
  Prepaid expenses and other assets                        207,702 
- ------------------------------------------------------------------
       Total assets                                  1,679,741,677 
- ------------------------------------------------------------------
Liabilities (Notes 2 and 4) 
  Payable for: 
     Investments purchased                               7,027,492 
     Fund shares redeemed                                1,073,602 
     Distributions to shareholders                       6,745,251 
  Accrued trustees' fees and expenses                       23,040 
  Accrued reimbursable accounting fees                       2,781 
- ------------------------------------------------------------------
      Total liabilities                                 14,872,166 
- ------------------------------------------------------------------
Net assets                                          $1,664,869,511 
- ------------------------------------------------------------------
Net assets represented by (Notes 1 and 2) 
  Paid-in capital                                   $1,626,403,526 
  Undistributed net investment income                      548,929 
  Accumulated net realized loss on investments 
    and closed futures contracts                       (29,591,419) 
  Net unrealized appreciation on investments            67,508,475 
- ------------------------------------------------------------------
      Total net assets                              $1,664,869,511 
- ------------------------------------------------------------------
Net asset value per share (Note 2) 
  Net asset value of $1,664,869,511 / 
    219,881,244 outstanding shares of beneficial 
    interest                                                 $7.57 
- ------------------------------------------------------------------

STATEMENT OF OPERATIONS 
Six Months Ended June 30, 1996 (Unaudited) 

- -------------------------------------------------------------------------------
Investment income (Note 1) 
  Interest                                                        $ 47,308,428
- -------------------------------------------------------------------------------
Expenses (Notes 2 and 4) 
  Investment management fee                   $3,205,365 
  Other administrative service fees              813,478 
  Reimbursable accounting fees                     8,646 
  Trustees' fees and expenses                     25,950 
  Distribution Plan expenses                   2,232,191 
- -------------------------------------------------------------------------------
     Total expenses                              6,285,630 
  Less: Expenses paid indirectly (Note 4)        (84,988) 
- -------------------------------------------------------------------------------
  Net expenses                                                       6,200,642
- -------------------------------------------------------------------------------
  Net investment income                                             41,107,786
- -------------------------------------------------------------------------------
Net realized and unrealized loss on 
  investments (Notes 1 and 3) 
  Net realized loss on investments                                     (657,141)
  Net change in unrealized depreciation on 
    investments                                                     (60,689,674)
- -------------------------------------------------------------------------------
  Net realized and unrealized loss on 
    investments                                                     (61,346,815)
- -------------------------------------------------------------------------------
  Net decrease in net assets resulting from 
    operations                                                    ($ 20,239,029)
- -------------------------------------------------------------------------------

See Notes to Financial Statements. 

<PAGE>
 
PAGE 26 
- ----------------------------------------------
Keystone Tax Free Fund 

STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                    Six Months 
                                                         Ended          Year Ended 
                                                 June 30, 1996   December 31, 1995 
                                                   (Unaudited) 
- -----------------------------------------------------------------------------------
<S>                                             <C>              <C>
Operations 
  Net investment income                         $   41,107,786    $   65,921,672 
  Net realized gain (loss) on investments 
    and closed futures contracts                      (657,141)        8,930,765 
  Net change in unrealized appreciation 
    (depreciation) on investments                  (60,689,674)      113,250,664 
- -----------------------------------------------------------------------------------
   Net increase (decrease) in net assets 
    resulting from operations                      (20,239,029)      188,103,101 
- -----------------------------------------------------------------------------------
Distributions to shareholders from net 
  investment income (Note 1)                       (38,895,771)      (63,827,615) 
- -----------------------------------------------------------------------------------
Capital share transactions (Notes 2 and 5) 
  Shares issued in connection with the 
    acquisition of Keystone 
    Tax Exempt Trust                               658,278,376                 0 
  Proceeds from shares sold                         82,448,423       133,114,586 
  Payment for shares redeemed                     (240,569,936)     (283,907,474) 
  Net asset value of shares issued in 
    reinvestment of dividends and 
    distributions                                   19,379,406        33,258,548 
- -----------------------------------------------------------------------------------
  Net increase (decrease) in net assets 
    resulting from capital share 
    transactions                                   519,536,269      (117,534,340) 
- -----------------------------------------------------------------------------------
   Total increase in net assets                    460,401,469         6,741,146 
Net assets: 
  Beginning of period                            1,204,468,042     1,197,726,896 
- -----------------------------------------------------------------------------------
  End of period [Including undistributed net 
    investment income (accumulated 
    distributions in excess of net 
    investment income) 
    as follows: 1996--$548,929 and 
    1995--($1,663,086)](Note 1)                 $1,664,869,511    $1,204,468,042 
- -----------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements. 

<PAGE>

PAGE 27 
- ----------------------------------------------

NOTES TO FINANCIAL STATEMENTS 
(Unaudited) 

(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") is the Investment 
Adviser. The Fund is registered under the Investment Company Act of 1940, as 
amended (the "1940 Act") as a diversified, open-end management investment 
company. The Fund's investment objective is to provide shareholders with the 
highest possible current income, exempt from federal income taxes, while 
preserving capital. 

  Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("KII"), 
a Delaware corporation. KII is a private corporation predominately owned by 
current and former members of management of Keystone and its affiliates. KMI 
is a wholly-owned subsidiary of Keystone. Keystone Investor Resource Center, 
Inc. ("KIRC"), a wholly-owned subsidiary of Keystone, serves as the Fund's 
transfer and dividend disbursing agent. Keystone Investment Distributors 
Company ("KIDC"), a wholly-owned subsidiary of Keystone, serves as the Fund's 
principal underwriter. 

  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, 
which require management to make estimates and assumptions that affect 
amounts reported herein. Although actual results could differ from these 
estimates, any such differences are expected to be immaterial to the net 
assets of the Fund. 

A. Tax-exempt bonds are stated on the basis of valuations provided by a 
pricing service 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. The Fund's 
pricing service has been approved by its Board of Trustees. 

  Short-term investments maturing in 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 that 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.

  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. All
other securities are valued at fair value as determined in good faith using
methods prescribed by the Board of Trustees. 

B. The Fund may enter into futures contracts. 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 con-

<PAGE>
 
PAGE 28 
- ----------------------------------------------
Keystone Tax Free Fund 
(Unaudited) 

tracts that 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 the market risk, the Fund is subject to the credit risk that the other 
party will not be able to complete the obligations of the contract. 

C. 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. If the value of the 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. 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. 

D. Securities transactions are accounted for no later than the day following 
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. 

E. The Fund has qualified, and intends to qualify in the future, as a 
regulated investment company under the Internal Revenue Code of 1986, as 
amended (the "Code"). Thus, the Fund expects to be relieved of any federal 
income tax liability by distributing all of its net taxable investment income 
and net taxable capital gains, if any, to its shareholders. The Fund intends 
to avoid any excise tax liability by making the required distributions under 
the Code. 

F. The Fund declares as daily dividends all of its net investment income and 
pays them out to its shareholders monthly. Net realized long-term capital 
gains, if any, are distributed annually. Distributions are determined in 
accordance with income tax regulations. The significant differences between 
financial statement amounts available for distribution and distributions made 
in accordance with income tax regulations are the differences in treatment of 
12b-1 Distribution Plan charges for financial statement and federal tax 
purposes. 

(2.) Capital Share Transactions 

The Fund's 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: 

<PAGE>
 
PAGE 29 
- ----------------------------------------------



                                                  Six Months
                                                     Ended          Year Ended
                                                    6/30/96          12/31/95
- --------------------------------------------------------------------------------
Shares issued in connection with the 
  acquisition of Keystone Tax Exempt Trust 
  (Note 5)                                          84,656,452              -0-
Shares sold                                         10,762,439       17,669,831
Shares redeemed                                    (31,359,834)     (37,618,182)
Shares issued in reinvestment of dividends 
  and distributions                                  2,527,143        4,437,352
- --------------------------------------------------------------------------------
Net increase (decrease)                             66,586,200      (15,510,999)
- --------------------------------------------------------------------------------


  The Fund bears some of the costs of selling its shares under a Distribution 
Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the 
Distribution Plan, the Fund pays KIDC amounts that in total may not exceed 
the Distribution Plan maximum. 

  In connection with the Distribution Plan and subject to the limitations 
discussed below, the Fund's 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 
4.00% 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 shares sold by such brokers or others and maintained 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. During the six months 
ended June 30, 1996, the Fund recovered $342,790 in contingent deferred sales 
charges. 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 a rule of the National Association of Securities Dealers, Inc. ("NASD 
Rule"), been paid to KIDC rather than to the Fund. 

  The Distribution Plan provides that the Fund may incur certain expenses that 
may not exceed a maximum amount equal to 0.3125% of the Fund's average daily 
net assets for any calendar quarter (approximately 1.25% annually) occurring 
after the inception of the Distribution Plan. The NASD Rule limits the annual 
expenditures which the Fund may incur under the Distribution Plan to 1.00%, 
of which 0.75% may be used to pay distribution expenses and 0.25% may be used 
to pay shareholder service fees. The NASD Rule also limits the aggregate 
amount that the Fund may pay for such distribution costs to 6.25% of gross 
share sales since the inception of the Fund's Distribution Plan, plus 
interest at the prime rate plus 1.00% on unpaid amounts thereof (less any 
contingent deferred sales charges paid by the shareholders to KIDC). During 
the six months ended June 30, 1996, the Fund paid KIDC $2,574,981 under the 
Distribution Plan. The amount paid by the Fund under its Distribution Plan, 
net of deferred sales charges, was $2,232,191. 

  KIDC intends, but is not obligated, to continue to pay or accrue 
distribution charges that exceed current annual payments permitted to be 
received 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 
1.00%) at such time in the future as, and to the extent that, payment thereof 
by the Fund would be within permitted limits. 

<PAGE>
 
PAGE 30 
- ----------------------------------------------
Keystone Tax Free Fund 
(Unaudited) 

(3.) Securities Transactions 

As of December 31, 1995, the Fund had a capital loss carryover for federal
income tax purposes of approximately $28,660,000, which expires as follows:
$25,307,000 in 2002 and $3,353,000 in 2003. 

  For the six months ended June 30, 1996, cost of purchases and proceeds from
sales of investment securities (excluding short-term securities) were
$1,009,837,579 and $540,096,409, respectively. 

(4.) Investment Management Agreement and Other Transactions 

Under the terms of the Investment Management Agreement between KMI and the 
Fund (the "Management Agreement"), KMI provides investment management and 
administrative services to the Fund. In return, KMI is paid a management fee 
computed and paid daily. The management fee is calculated at an annual 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. 

  Pursuant to the Management Agreement, 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 equal to 85% of the management fee received by KMI. 

  During the six months ended June 30, 1996, the Fund paid or accrued a 
management fee of $3,205,365 which represented 0.42% of the Fund's average 
net assets. Of such amount paid to KMI, $2,724,560 was paid to Keystone for 
its services to the Fund. 

  In providing or obtaining additional operating services, facilities and
supplies to the Fund, KMI incurred administrative expenses of $813,478 which
consisted of $707,240 for shareholder services fees and $106,238 for custodian
fees, audit and legal, printing, registration and other miscellaneous expenses. 

  The Fund has entered into an expense offset arrangement with its custodian. 
For the six months ended June 30, 1996, the Fund paid custody fees in the 
amount of $151,520 and received a credit of $84,988 pursuant to the expense 
offset arrangement, resulting in a total expense of $236,508. The assets 
deposited with the custodian under the expense offset arrangement could have 
been invested in income-producing assets. 

  For the six months ended June 30, 1996, the Fund paid $8,646 to KII for 
certain accounting services. 

  Certain officers and/or Directors of Keystone are also officers and/or 
Trustees of the Fund. Officers of Keystone and affiliated Trustees receive no 
compensation directly from the Fund. 

(5.) Fund Reorganization 

On February 29, 1996, the Fund acquired the net assets of Keystone Tax Exempt 
Trust in exchange for shares of the Fund pursuant to a plan of reorganization 
approved by the shareholders of Keystone Tax Exempt Trust on February 29, 
1996. The acquisition was accomplished by a tax-free exchange of shares of 
the Fund for the net assets of Keystone Tax Exempt Trust. The net assets of 
Keystone Tax Exempt Trust on that date, including $40,609,975 of unrealized 
appreciation on investments, were combined with the Fund. The aggregate net 
assets of the Fund and Keystone Tax Exempt Trust immediately before the 
acquisition were $1,142,691,716 and $658,278,376, respectively. The net 
assets of the Fund immediately after the acquisition was $1,800,970,092. 

<PAGE>
 
PAGE 31 
- ----------------------------------------------

                               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>

[BACK COVER]

                         -------------------------------
                                    KEYSTONE
                                 FAMILY OF FUNDS


                                    [DIAMOND]

                               Balanced Fund (K-1)
                           Diversified Bond Fund (B-2)
                          Growth and Income Fund (S-1)
                           High Income Bond Fund (B-4)
                             International Fund Inc.
                                  Liquid Trust
                            Mid-Cap Growth Fund (S-3)
                         Precious Metals Holdings, Inc.
                             Quality Bond Fund (B-1)
                         Small Company Growth Fund (S-4)
                           Strategic Growth Fund (K-2)
                                  Tax Free Fund
                         -------------------------------


This report was prepared primarily for the information of the Fund's
shareholders. It is authorized for distribution if preceded or accompanied by
the Fund's current prospectus. The prospectus contains important information
about the Fund including fees and expenses. Read it carefully before you invest
or send money. For a free prospectus on other Keystone funds, contact your
financial adviser or call Keystone.



[KEYSTONE LOGO]       KEYSTONE
                      INVESTMENTS

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




KTFF-R-8/96
55M                                                [RECYCLE LOGO]



                         -------------------------------

                                 K E Y S T O N E





                                    [GRAPHIC
                                       OF
                                    AMERICAN
                                     FLAG]






                                    TAX FREE
                                      FUND

                         -------------------------------


                                 [KEYSTONE LOGO]

                                SEMIANNUAL REPORT
                                  JUNE 30, 1996




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