February 28, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Keystone Tax Free Fund (the "Fund") Registration
Statement No. 2-58699/811-2740; CIK #0000216494
Dear Sirs/Madams:
Pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940,
I have enclosed one (1) copy of the Fund's Form 24f-2 for the fiscal year ended
December 31, 1995. No filing fee is payable with respect to Fund shares sold in
reliance on Rule 24f-2 during the Fund's fiscal year ended December 31, 1995.
Please indicate your receipt of this transmission through your
acknowledgement to the Compuserve Mailbox number provided.
If you have any questions or would like further information, please
call me at (617) 338-3433.
Very truly yours,
/s/ James M. Wall
James M. Wall
Assistant Secretary
101607C1
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Keystone Tax Free Fund
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Shares of beneficial interest, no par value
3. Investment Company Act File Number: 811-2740
Securities Act File Number: 2-58699
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed for more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year, but before termination of the issuer's
24f-2 declaration:
Not Applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
Not Applicable
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal year other than
pursuant to Rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal year:
17,669,831
$133,114,586
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2:
17,669,831
$133,114,586
11: Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
4,437,352
$ 33,258,548
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on Rule 24f-2 (from Item
10): $133,114,586
-------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11, if
applicable): +$ 33,258,548
-------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-$283,907,474
-------------
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to Rule 24e-2 (if applicable): + -0-
-------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on Rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): ($117,534,330)
-------------
(vi) Multiplier prescribed by Section 6(b) of the Secu-
rities Act of 1933 or other applicable law or
regulation x 1/2900
-------------
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)] x -0-
-------------
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in Section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Not applicable
<PAGE>
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
BY (Signature and Title): /s/ James M. Wall
---------------------------
Assistant Secretary
DATE: February 28, 1996
101607C1
<PAGE>
February 28, 1996
Keystone Tax Free Fund
200 Berkeley Street
Boston, Massachusetts 02116-5034
RE: Notice Pursuant to Rule 24f-2 under the Investment Company Act of 1940
(the "1940 Act")
Dear Sir/Madam:
I am a Senior Vice President of and General Counsel to Keystone
Investment Management Company, investment adviser to Keystone Tax Free Fund (the
"Fund"). You have asked for my opinion with respect to the issuance of
17,669,831 additional shares of the Fund under the Fund's Declaration of Trust,
as amended (the "Declaration of Trust"), and pursuant to the Fund's indefinite
registration of such shares under Rule 24f-2 under the 1940 Act. The Fund is
filing its Form 24f-2 to which this opinion is appended to make the issuance of
such shares definite in number for its fiscal year ended December 31, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 26 to the Fund's
Registration Statement under the Securities Act of 1933, as amended, covering
the public offering and sale of the Fund's shares for the period during which
such shares were issued.
In my opinion, such shares, if issued and sold in accordance with the
Fund's Declaration of Trust, By-Laws, and offering Prospectus, were legally
issued, fully paid, and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the Declaration Trust and By-Laws and subject to the
limitations stated therein.
My opinion is based upon my examination of the Declaration of Trust, a
review of the minutes of the Fund's Board of Trustees, signed by the Secretary
of the Fund, authorizing the registration of shares pursuant to Rule 24f-2 under
the 1940 Act and the issuance of such additional shares; and the Fund's
Prospectus. In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.
I hereby consent to the use of this opinion in connection with the
Fund's Form 24f-2 making definite the number of such additional shares issued.
Sincerely yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Vice President
and General Counsel
