KEYSTONE TAX FREE FUND
N-30D, 1996-02-28
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PAGE 1 

Keystone Tax Free Fund 
Seeks 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 activities of Keystone Tax Free Fund for 
the twelve-month period which ended December 31, 1995. 

Performance 
Your Fund's strong performance during the fiscal year represented a 
significant recovery from the weak municipal bond market environment of 1994. 
For the twelve-month period which ended December 31, 1995, your Fund returned 
16.61%, including reinvestment of dividends. We were pleased with this 
performance which resulted in significant price appreciation for 
shareholders. This return was in line with municipal bond benchmarks during 
the period. We attribute that performance to our careful credit analysis and 
the positive performance of the municipal bond market in 1995. 

Municipal bond market rebound 
This was an unusually strong year for municipal bonds. After an unsettled 
market in 1994, patience rewarded municipal bond investors in 1995. Interest 
rates declined and bond prices rose as the slow growth economy kept inflation 
under control. This 'soft landing' for the economy created a very positive 
environment for bond investors, resulting in strong one-year total returns. 
The Lehman Municipal Bond Index--a widely recognized benchmark of municipal 
bond performance--returned 17.46% for the twelve-month period which ended 
December 31, 1995. 

The efforts of the Federal Reserve Board in 1994 to engineer a soft landing 
for the U.S. economy appeared to succeed in 1995. While economic growth 
slowed, the fiscal condition of many municipalities improved overall. Limited 
supply also had a positive influence on the municipal bond market. New issue 
supply continued to decline from $298 billion in 1993 to approximately half 
that amount in 1995. 

Portfolio strategy 
During the twelve-month period, we emphasized bonds that we believed would 
benefit from a declining interest rate environment. We concentrated on 
non-callable, discount and zero coupon bonds which typically tend to perform 
better when rates decline. During the second half of 1995, we lengthened your 
Fund's average maturity from 18 years on June 30, 1995 to 20 years on 
December 31, 1995. We continued to focus on bonds with maturities in the 
20-year area for their attractive income and lower risk characteristics than 
longer term bonds. We also maintained an average portfolio quality of AA as 
of December 31, 1995. 

Relatively attractive values 
Despite the strong performance of municipal bonds in 1995, they remained 
attractive versus comparable U.S. Treasury securities. In fact, yields on 
AA-rated municipal bonds averaged about 92% of the yields on comparable 
long-term U.S. Treasury bonds, a historically high level.(1) This meant that 
many investors could obtain significantly better yields from municipal bonds 
than Treasuries on an after-tax basis. 

(1) Source: Keystone Investments, Inc. Based on the average yield of a 
    selection of 30-year AA-rated municipal bonds compared to the yield on a 
    30-year U.S. Treasury bond yield on December 31, 1995. 

<PAGE>
 
PAGE 2 

Keystone Tax Free Fund 

Outlook 
We anticipate a continuation of the positive environment for municipal bonds 
over the next twelve months. Interest rates should trend down as the economy 
continues to slow and level off. However, we do not expect a recession in 
1996. A slow growth environment could result in some price appreciation for 
shareholders, but we believe most of the returns should come from income. 
Municipal bond supply should remain tight in 1996. With the possibility of 
rising demand, we think these factors should continue to provide positive 
support for municipal bond prices and your Fund. 

We encourage you to maintain a long-term perspective about your Fund. Over 
time, investment returns have tended to even out, rewarding patient municipal 
bond investors who are able to tolerate short-term price fluctuations. This 
has been particularly true for investors over the past couple of years. In 
all market environments, we will continue to manage Keystone Tax Free Fund to 
seek valuable tax-free income from a portfolio of quality municipal 
obligations.(2) 

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

Sincerely, 

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

/s/ George S. Bissell 
George S. Bissell 
Chairman of the Board 
Keystone Funds 

February 1996 

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

 [Photo of Albert H. Elfner, III]                 [Photo of George S. Bissell] 
      Albert H. Elfner, III                            George S. Bissell 

Keystone Introduces Investment Insight Line for Shareholders 
Now you can keep up-to-date on your fund's current strategy and outlook by 
calling Keystone Investment Insight Line. You can hear senior portfolio 
manager Betsy Blacher discuss her latest strategy for Keystone's tax- free 
funds. You can also listen to Keystone's overall market outlook from James 
McCall, chief investment officer and other fund updates. The service is 
available 24 hours a day, seven days a week and updated at least monthly. 

<TABLE>
<CAPTION>
<S>                                    <C>
Keystone Investment Insight Line       1-800-346-3858, Press 2 
Keystone Tax Free Fund Update          Press 4 
</TABLE>

<PAGE>
 
PAGE 3 

                              A Discussion With 
                              Your Fund Manager 

Betsy A. Blacher 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 and George Kimball, analyst 
David Moore, and trader Craig Kasap, 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  The Fund is designed for tax-sensitive investors. It seeks consistent, 
attractive income that is exempt from federal income tax.(3) The Fund offers 
professional management and diversification by investing in investment grade 
municipal bonds. We manage the Fund with careful attention to credit quality 
and financial stability. 

Q  How did municipal bonds perform over the past year? 

A  Municipal bonds rebounded strongly as a slowing economy reduced the threat 
of higher interest rates and inflation. Most bond holders more than recovered 
from their losses in 1994 and recorded double-digit total returns. This was a 
reversal from 1994 when yields rose and bond prices declined. As economic 
growth moderated at the start of 1995, municipal bonds rallied resulting in 
unusually positive total returns. 

Q  How did the Fund perform? 

A  The Fund generated returns that paralleled the strong performance of the 
municipal bond market. We were pleased with the Fund's unusually good 
performance and attribute it to our careful credit analysis, sector selection 
and evaluation of relative values. 

Q  What types of bonds did you emphasize? 

A  At the beginning of 1995 we expected economic growth to moderate and 
interest rates to decline. So, we emphasized bonds that we expected to 
benefit from declining rates: non-callable, discount and zero coupon bonds. 
Since callable bonds are likely to be bought back by the issuer in this type 
of environment, we emphasized noncallable bonds to preserve income as rates 
declined. At the same time, these bonds became expensive relative to other 
municipal bonds and this contributed to the Fund's price appreciation. 

  Discount bonds are sold at a discount from par, or value at maturity. 
Historically these bonds have tended to provide more price appreciation in a 
falling rate environment than bonds priced close to or above par. 

  Zero coupon bonds represented a small portion of the portfolio at about 4% 
of net assets. But, these bonds were important contributors to the Fund's 
strong price recovery. Because zero's pay income at maturity, they 

Fund Profile 
Objective: Seeks 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 maturity: 20 years 
Net assets: $1,204 million 
Newspaper symbol: TxETr 

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

<PAGE>
 
PAGE 4 

Keystone Tax Free Fund 

have historically tended to be the most sensitive to changes in interest 
rates. As rates declined, they were among the best performing holdings in the 
portfolio. 

In evaluating bonds for the Fund, Keystone 
looks for . . . 
(bullet) Strong credit ratings; bonds rated in the top 4 categories (AAA, AA, 
         A, BBB) 
(bullet) Responsible fiscal policies 
(bullet) Solid financial positions 
(bullet) Attractive values 
         Keystone's municipal bond team also evaluates local economic 
         conditions, the state legislative climate, the taxing power of the 
         issuer and expected cash flows from the project. 

  We were pleased with the results of this strategy which helped the Fund 
participate in the strong recovery of municipal bonds this year. 

  Q  Total returns were impressive, but municipal bond yields declined. Why? 

  A  Yields declined for nearly every municipal bond investor, including 
Keystone Tax Free Fund. Slower economic growth lessens the potential for 
higher inflation which reduces net bond yields. We held a number of high 
coupon bonds and attempted to lock in income by emphasizing selected 
non-callable bonds. While the Fund's income still declined, we believe the 
portfolio's holdings of these bonds helped the portfolio to maintain income 
in a declining rate environment. 

  Q  Did talk about a 'flat tax' in Washington affect municipal bonds? 

  A  The 'flat tax' proposals have introduced an element of uncertainty into 
the municipal bond market. There are a number of proposals which would remove 
the tax advantage of municipal bonds. As the debate on the flat tax 
continues, we will closely monitor its development. 

  Q  What is your outlook? 

  A  We continue to be cautiously optimistic about the municipal bond market. 
We expect the economy to continue slowing to a sustainable, non-inflationary 
level. This should provide the potential for stable-to-declining interest 
rates over the next six months. In particular, we expect short-term interest 
rates to decline further, which could result in some price appreciation. 

  Q  Why do you think growth will remain slow? 

  A  Demographics are important to economic growth. With new home sales and 
new family formation slowing, we think economic growth should remain moderate 
compared to the 1980s and early 1990s. In addition, world economic growth is 
a factor. In Europe, growth has been slow, even with cuts in interest rates. 
Because U.S. growth is increasingly dependent on world growth, economic 
growth should not be a threat to bond investors for some time. Combined with 
a proposal to balance the federal budget, these could be strong positives for 
municipal bond investors over the long term. 

  ---------------------------------------------------------------------------- 
[Pie Chart--Plot Points] 

Portfolio Quality Summary 
as of December 31, 1995 

S&P Rating(4) 

AAA (46%) 
AA (19%) 
A (14%) 
BBB (12%) 
Not Rated (7%) 
Other(5) (2%) 

Average portfolio quality: AA 

(percentage of portfolio assets) 

(4) Where Standard & Poor's (S&P) ratings were not available, we have used 
    ratings from Moody's Investor Service, Inc., Fitch Investor's Service, 
    Inc. or ratings assigned by another nationally recognized statistical 
    rating organization. 
(5) Includes short-term obligations. 

<PAGE>
 
PAGE 5 

 ----------------------------------------------------------------------------- 
[Bar Chart--Plot Points] 

Relatively Attractive Municipal Bond Yields(6) 
as of December 31, 1995 

     

Municipal Bonds 5.45%

U.S. Treasury Bond 5.95%


Municpal bond yields recently equalled 92% of the yield on a comparable U.S. 
Treasury bond. 

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

Q  What should shareholders expect? 

A  We think shareholders should not expect a repeat of the unusually positive 
performance in 1995; investors should look forward to returns to come 
primarily from income rather than price appreciation in the months ahead. 

Q  Are municipal bond funds still a good value? 

A  Even after such a great year, we believe municipal bond yields are still 
very attractive values compared to taxable bond yields. On December 31, 1995, 
the yield on a 30-year AA-rated municipal bond equaled 92% of the yield on a 
comparable U.S. Treasury bond. As rates declined, taxable bond yields 
declined more than tax free yields. This increased the attractiveness of 
municipal bonds compared to taxable bonds. As a result, the after-tax yield 
of municipal bonds remains relatively high by historical standards. 

 Tax-Equivalent Yields 
               Federal Tax Bracket(7) 
 ------------------------------------- 
              31%      36%      39.6% 
 ------------------------------------- 
Yield         Taxable Equivalent Yield 
 ------------------------------------- 
4.5%         6.5%     7.0%       7.5% 
5.0%         7.2%     7.8%       8.3% 
5.5%         8.0%     8.6%       9.1% 
 ------------------------------------- 

The yields shown are for illustrative purposes only. They are not intended to 
represent actual performance of the Fund. 

(7) The table is based on federal tax brackets. The 31% bracket includes 
    single filers earning $56,550-117,950 and joint filers earning 
    $94,250-143,600; the 36% bracket includes single filers earning 
    $117,951-256,500 and joint filers earning $143,601-256,500; the 39.6% 
    bracket includes single and joint filers earning over $256,500. Yields 
    are hypothetical and do not represent the returns of any particular 
    investment. 

                                      |Bk 
                      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, Inc., 
                Attn: Shareholder Communications, 22nd Floor, 
            200 Berkeley Street, Boston, Massachusetts 02116-5034. 

(6) Source: Keystone Investments, Inc. Based on the average yield of a 
    selection of 30-year AA-rated municipal bonds compared to the yield on 
    the 30-year U.S. Treasury bond on December 31, 1995. 

<PAGE>
 
PAGE 6 

Keystone Tax Free Fund 

                           Your Fund's Performance 

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

[Mountain Chart--Plot Points] 

Growth of an investment in 
Keystone Tax Free Fund 

In Thousands 

           Initial          Reinvested
          Investment       Distributions

12/85       10000             10000
            10625             11826
12/87       9724              11810
            9832              13096
12/89       9688              14290
            9495              15241
12/91       9700              16888
            9663              18162
12/93       9760              20189
            8534              18707
12/95       9447              21815

Total Value: $21,815 

A $10,000 investment in Keystone Tax Free Fund made on December 31, 1985 with 
all distributions reinvested was worth $21,815 on December 31, 1995. Past 
performance is no guarantee of future results. 

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

Twelve-Month Performance as of December 31, 1995 
 ============================================================================ 
<TABLE>
<CAPTION>
<S>                               <C>
Total return*                      16.61% 
Net asset value 12/31/94          $ 7.10 
                12/31/95          $ 7.86 
Dividends                         $ 0.39 
Capital gains                      None 
</TABLE>
* Before deduction of contingent deferred sales charge (CDSC). 

Historical Record as of December 31, 1995 
 ============================================================================= 

<TABLE>
<CAPTION>
                                   If you     If you did 
Cumulative total return          redeemed     not redeem 
<S>                              <C>          <C>
1-year                             13.61%       16.61% 
5-year                             43.13%       43.13% 
10-year                           118.15%      118.15% 
Average annual total return 
1-year                             13.61%       16.61% 
5-year                              7.44%        7.44% 
10-year                             8.11%        8.11% 
</TABLE>

The "if you redeemed" returns reflect the deduction of the 3% CDSC 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 

                           Growth of an Investment 

 ----------------------------------------------------------------------------- 
[Line Chart--Plot Points] 

Comparison of change in value of a $10,000 investment in Keystone Tax Free 
Fund, the Lehman Municipal Bond Index and the Consumer Price Index. 

In Thousands     December 31, 1985 through December 31, 1995 

                                 Fund Average 
                             Annual Total Return 
                      --------------------------------- 
                          1 Year   5 Year   10 Year 
                           13.61%    7.44%    8.11% 

LMBI $24,204 
Fund $21,815 
CPI  $14,053 


                    Lehman Municipal
            Fund    Bond Index (LMBI)   CPI

12/85       10000       10000          10000
            11826       11932          10110
12/87       11810       12111          10558
            13096       13339          11025
12/89       14290       14777          11537
            15241       15855          12241
12/91       16888       17780          12617
            18162       19348          12983
12/93       20189       21723          13339
            18707       20606          13696
12/95       21815       24204          14053


== Fund   -- Lehman Municipal Bond Index (LMBI)   ++ Consumer Price Index 

Past performance is no guarantee of future results. The one-year return 
reflects the deduction of the Fund's 3% contingent deferred sales charges for 
shares held for at least one year. CPI is through November 30, 1995. 

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

This chart graphically compares your Fund's total return performance to 
certain investment indexes. It is the result of fund performance guidelines 
issued by the Securities and Exchange Commission. The intent is to provide 
investors with more information about their investment. 

Components of the Chart 
The chart is composed of several lines that represent the accumulated value 
of an initial $10,000 investment for the period indicated. The lines 
illustrate a hypothetical investment in: 

1. Keystone Tax Free Fund 
Your Fund seeks current income, exempt from federal income taxes, while 
preserving capital by investing in high quality municipal bonds. The return 
is quoted after deducting sales charges (if applicable), fund expenses, and 
transaction costs and assumes reinvestment of all distributions. 

2. Lehman Municipal Bond Index (LMBI) 
The LMBI is a broad-based, unmanaged market index of securities issued by 
state and local governments. It represents the price change and coupon income 
of several thousand securities with various maturities and qualities. 
Securities are selected and compiled by Lehman Brothers, Inc. according to 
criteria that may be unrelated to your Fund's investment objective. 

3. Consumer Price Index (CPI) 
This index is a widely recognized measure of the cost of goods and services 
produced in the U.S. The index contains factors such as prices of services, 
housing, food, transportation and electricity which are compiled by the U.S. 
Bureau of Labor Statistics. The CPI is generally considered a valuable 
benchmark for investors who seek to outperform increases in the cost of 
living. 

The indexes do not include transaction costs associated with buying and 
selling securities, and do not hold cash to meet redemptions. It would be 
difficult for most individual investors to duplicate the indexes. 

Understanding What the Chart Means 
The chart demonstrates your Fund's total return performance in relation to a 
well known investment index and to increases in the cost of living. It is 
important to understand what the chart shows and does not show. 

This illustration is useful because it charts Fund and index performance over 
the same time frame and over a long period. Long-term performance is a more 
reliable and useful measure of performance than measurements of short-term 
returns or temporary swings in the market. Your financial adviser can help 
you evaluate fund performance in conjunction with the other important 
financial considerations such as safety, stability and consistency. 

<PAGE>
 
PAGE 8 

Keystone Tax Free Fund 

Limitations of the Chart 
The chart, however, limits the evaluation of Fund performance in several 
ways. Because the measurement is based on total returns over an extended 
period of time, the comparison often favors those funds which emphasize 
capital appreciation when the market is rising. Likewise, when the market is 
declining, the comparison usually favors those funds which take less risk. 

Performance Can Be Distorted 
Funds which are more conservative in their orientation and which place an 
emphasis on capital preservation will tend to compare less favorably when the 
market is rising. In addition, funds which have income as one of their 
objectives also will tend to compare less favorably to relevant indexes. 

Indexes may also reflect the performance of some securities which a fund may 
be prohibited from buying. A bond fund, for example, may be limited to 
investments in only high quality bonds, or a stock fund may only be able to 
buy stocks that have been traded on a stock exchange for a minimum number of 
years or of a certain company size. Indexes usually do not have the same 
investment restrictions as your Fund. 

Indexes Do Not Include Costs of Investing 
The comparison is further limited in its utility because the indexes do not 
take into account any deductions for sales charges, transaction costs or 
other fund expenses. Your Fund's performance figures do reflect such 
deductions. Sales charges--whether up-front or deferred--pay for the cost of 
the investment advice of your financial adviser. Transaction costs pay for 
the costs of buying and selling securities for your Fund's portfolio. Fund 
expenses pay for the costs of investment management and various shareholder 
services. None of these costs are reflected in index total returns. The 
comparison is not completely realistic because an index cannot be duplicated 
by an investor--even an unmanaged index--without incurring some charges and 
expenses. 

One of Several Measures 
The chart is one of several tools you can use to understand your investment. 
It should be read in conjunction with the Fund's prospectus, and annual and 
semiannual reports. Also, your financial adviser, who understands your 
personal financial situation, can best explain the features of your Keystone 
fund and how it applies to your financial needs. 

Future Returns May Be Different 
Shareholders also should be mindful that the long-run performance of either 
the Fund or the indexes is not representative of what shareholders should 
expect to receive from their Fund investment in the future; it is presented 
to illustrate only past performance and is not a guarantee of future returns. 

<PAGE>
 
PAGE 9 

                                 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 10 

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>          <C>            <C>
MUNICIPAL BONDS (97.7%) 

ALABAMA 
  Alabama Agricultural and Mechanic University (MBIA)            6.500%  11/01/2025   $ 2,035,000    $ 2,241,756 
  Mobile, Alabama, Industrial Development Board, Solid Waste 
    Disposal, Mobile Energy Services Co. Project                 6.950   01/01/2020       500,000        532,420 

ALASKA 
  Alaska Energy Authority, Utilities Revenue (FGIC)              6.600   07/01/2015    13,500,000     15,248,790 
  Alaska State Housing Finance Corp., Series 1993 A              5.400   12/01/2023     5,000,000      4,867,550 
  North Slope Borough, Alaska, General Obligation, Series A 
    (MBIA)                                                       5.900   06/30/2003     3,000,000      3,232,050 
  North Slope Borough, Alaska, General Obligation, Series G 
    (ETM)                                                        8.350   06/30/1998     2,000,000      2,184,800 

ARIZONA 
  Arizona University Resh Park Development Revenue (MBIA)        5.000   07/01/2021       625,000        595,638 
  Chandler, Arizona, Water and Sewer (FGIC)                      6.750   07/01/2006       850,000        931,651 
  Maricopa County, Arizona, University School District (MBIA)    8.125   01/01/2010     6,000,000      7,098,240 
  Phoenix, Arizona, Street and Highway User, Series 1992 A 
    (FGIC) (effective yield 6.55%) (b)                           0.000   07/01/2013     2,500,000        966,275 
  Pima County, Arizona, Industrial Development Authority, 
    Health Care Corp. Revenue                                    8.000   07/01/2013     3,015,000      3,349,122 
  Pima County, Arizona, Industrial Development Authority, 
    Health Care Corp. Revenue (MBIA)                             8.000   07/01/2013       370,000        409,416 
  Pima County, Arizona, Industrial Development Authority, 
    Irvington Project (FSA)                                      7.250   07/15/2010    10,000,000     10,935,700 

ARKANSAS 
  Arkansas State Development Finance Authority, Single Family 
    Mortgage Revenue Refunding                                   8.000   08/15/2011     1,645,000      1,791,306 

CALIFORNIA 
  California Health Facilities Financing, St. Francis Medical 
    Center, Series A                                             5.500   10/01/2009       200,000        213,700 
  California State Public Works Board, Lease Department 
    Correctional State Prison, Series E                          5.500   06/01/2015     3,700,000      3,690,787 
  California State Public Works Board, Various University 
    California Projects, Series B                                5.500   06/01/2019       350,000        342,325 
  Contra Costa, California, Water District Revenue, Series G     5.000   10/01/2026     2,000,000      1,900,980 
  Eden Township, California, Hospital District Revenue           7.400   11/01/2019     5,615,000      5,800,800 
  Los Angeles, California, Convention and Exhibition Center 
    Authority Lease (MBIA)                                       5.125   08/15/2013       600,000        582,600 
  Los Angeles, California, Metropolitan Transportation 
    Authority, Proposition C, Series A (AMBAC)                   5.500   07/01/2017     4,500,000      4,544,010 
  Los Angeles, California, Metropolitan Transportation 
    Authority, Proposition C, Series A (AMBAC)                   5.000   07/01/2025     5,650,000      5,375,297 
  Los Angeles, California, Transportation Commission, Series 
    A (MBIA)                                                     6.250   07/01/2013     6,500,000      6,900,530 
  Los Angeles, California, Water System, Series A (MBIA)         5.875   06/01/2024       680,000        700,747 
  Oakland, California, Pensions, Series A (FGIC)                 7.600   08/01/2021     2,265,000      2,490,526 
  San Diego County, California, Water Authority, Water 
    Revenue                                                      5.681   04/23/2008     1,650,000      1,739,232 
</TABLE>

<PAGE>
 
PAGE 11 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>          <C>            <C>
CALIFORNIA (CONTINUED) 
  San Joaquin Hills, California, Transportation Corridor 
    Agency, Toll Road Revenue                                    7.000%  01/01/2030   $ 5,705,000    $ 6,070,462 
  San Joaquin Hills, California, Transportation Corridor 
    Agency, Toll Road Revenue                                    6.750   01/01/2032     5,000,000      5,234,500 
  San Jose, California, Redevelopment Tax Allocation (MBIA)      6.000   08/01/2015       250,000        273,408 
  Suisun City, California, Redevelopment Agency, Tax 
    Allocation                                                   5.500   10/01/2023     1,000,000        995,830 
  Walnut Creek, California, John Muir Medical Center (MBIA)      5.000   02/15/2016       350,000        331,671 
  Walnut Valley, California, Unified School District, Series 
    A (MBIA)                                                     6.000   08/01/2014       190,000        206,057 

COLORADO 
  City and County of Denver, Colorado, Airport System, Series A  7.000   11/15/1999     2,000,000      2,135,180 
  City and County of Denver, Colorado, Airport System, Series A  7.500   11/15/2023     5,625,000      6,253,369 
  City and County of Denver, Colorado, Airport System, Series A  8.500   11/15/2023     1,750,000      1,995,088 
  City and County of Denver, Colorado, Airport System, Series A  8.750   11/15/2023    16,380,000     19,397,032 
  City and County of Denver, Colorado, Airport System, Series A  8.000   11/15/2025       525,000        589,040 
  City and County of Denver, Colorado, Airport System, Series 
    A (MBIA)                                                     5.600   11/15/2020     6,000,000      6,038,580 
  City and County of Denver, Colorado, Airport System, Series 
    A (MBIA)                                                     5.700   11/15/2025     3,000,000      3,037,350 
  City and County of Denver, Colorado, Airport System, Series C  6.650   11/15/2005     5,980,000      6,425,331 
  City and County of Denver, Colorado, Airport System, Series C  6.000   12/01/2025     3,000,000      3,073,590 
  City and County of Denver, Colorado, Airport System, Series D  7.750   11/15/2021    12,250,000     13,705,178 
  Colorado Health Facilities Authority, Rocky Mountain 
    Adventist Health Care                                        6.625   02/01/2022     3,000,000      3,050,610 
  Colorado Health Facilities Authority, Sisters Charity 
    Health Care, Series A (MBIA)                                 6.250   05/15/2009     1,880,000      2,096,764 
  Larimer County, Colorado, School District (MBIA)               7.000   12/15/2016     2,250,000      2,744,258 

CONNECTICUT 
  Connecticut Special Tax Obligation, Series B                   6.500   10/01/2012     1,600,000      1,836,208 

DELAWARE 
  Delaware State Health Facilities Authority, Medical Center 
    of Delaware (MBIA)                                           6.250   10/01/2006     6,000,000      6,749,820 

FLORIDA 
  Broward County, Florida, Resource Recovery, South Project      7.950   12/01/2008     4,080,000      4,579,800 
  Broward County, Florida, Water and Sewer Utility               5.000   10/01/2018     2,000,000      1,910,980 
  Escambia County, Florida, Pollution Control, Champion 
    International Corp. Project                                  6.900   08/01/2022       600,000        642,234 
  Florida State Board of Education, Capital Outlay               5.800   06/01/2019     2,000,000      2,051,540 
  Florida State Board of Education, Capital Outlay               5.875   06/01/2024     8,000,000      8,221,280 
  Florida State, Department of Transportation                    5.800   07/01/2018    13,400,000     13,748,266 
  Florida State, Jacksonville Transportation Authority           9.200   01/01/2015     2,000,000      2,833,080 
  Florida State Turnpike Authority, Series A (FGIC)              5.625   07/01/2025     3,000,000      3,045,990 
  Hillsborough County, Florida, Housing Finance Agency, 
    Single Family Mortgage Revenue                               7.300   04/01/2022       495,000        518,602 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 12 

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                             <C>      <C>           <C>           <C>
FLORIDA (CONTINUED) 
  Jacksonville, Florida, Health Facilities Authority, New 
    Children's Hospital (MBIA)                                   7.000%  06/01/2021    $1,800,000    $ 2,013,570 
  Lee County, Florida, School Board, Certificates of 
    Participation, Series A (FSA)                                7.750   08/01/2005     3,490,000      4,068,572 
  Orange County, Florida, Health Facilities Authority, 
    Adventist Health System (AMBAC)                              5.250   11/15/2020     2,500,000      2,432,575 
  Orlando-Orange County, Florida, Expressway Authority (FGIC)    8.250   07/01/2015     2,960,000      4,032,467 
  Palm Beach County, Florida, Solid Waste Industrial 
    Development, Okeelanta Power Project                         6.850   02/15/2021     2,500,000      2,548,325 
  Palm Beach County, Florida, Solid Waste, Osceola Power 
    Project, Series A                                            6.950   01/01/2022     3,800,000      3,908,224 
  Polk County, Florida, Housing Finance Authority                7.875   09/01/2022       385,000        407,357 
  Reedy Creek, Florida, District Utilities Improvement, 
    Series 1 (MBIA)                                              5.000   10/01/2019     8,500,000      8,158,045 
  St. Petersburg, Florida, Health Facilities Authority (MBIA)    7.000   12/01/2015     3,250,000      3,689,075 
  St. Petersburg, Florida, Professional Sports Facility, 
    Sales Tax Revenue (MBIA)                                     5.625   10/01/2020     3,500,000      3,568,775 
  Tampa, Florida, Subordinate Guaranteed Entitlement, Series 
    B (Pre-refunded)                                             8.500   10/01/2018     1,825,000      2,031,043 

GEORGIA 
  Atlanta, Georgia, General Obligation, Series A                 6.000   12/01/2015     1,790,000      1,883,671 
  Georgia State, General Obligation, Series B                    6.800   03/01/2011     6,000,000      7,073,280 
  Georgia State, General Obligation, Series C                    5.250   04/01/2011     9,200,000      9,399,732 
  Metropolitan Atlanta Rapid Transit Authority, Georgia, 
    Sales Tax (AMBAC)                                            6.250   07/01/2011     4,255,000      4,769,344 

HAWAII 
  Hawaii State Department of Budget and Finance, Special 
    Purpose Revenue, Hawaii Electric Co. (MBIA)                  7.375   12/01/2020     8,000,000      9,000,080 
IDAHO 
  Idaho Housing Finance Authority, Single Family Mortgage 
    Bonds, Series D-1                                            8.000   01/01/2020     1,275,000      1,387,506 

ILLINOIS 
  Chicago, Illinois, Gas Supply Revenue, People's Gas Light 
    and Coke Co., Series A                                       8.100   05/01/2020     6,740,000      7,657,516 
  Cook County, Illinois, General Obligation, District Number 
    508, Lease Certificates, Series C (MBIA)                     7.700   12/01/2005     5,970,000      7,272,356 
  Illinois Development Finance Authority, Pollution Control 
    Revenue Refunding, Commonwealth Edison Co. Project, 
    Series D                                                     6.750   03/01/2015     4,000,000      4,420,640 
  Illinois State, Sales Tax, Series P                            6.500   06/15/2022     9,000,000     10,546,920 
  Kankakee, Illinois, Sewer Revenue (FGIC)                       6.875   05/01/2011     2,965,000      3,279,942 
  Metropolitan Fair and Exposition Authority, Illinois, 
    Dedicated State Tax Revenue (MBIA)                           5.000   06/01/2015     2,000,000      1,860,940 
  Metropolitan Pier and Exposition Authority, Illinois, 
    Dedicated State Tax Revenue (effective yield 6.60%) (b)      0.000   06/15/2013     5,625,000      2,135,306 
</TABLE>

<PAGE>
 
PAGE 13 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>   <C>    <C>            <C>         
ILLINOIS (CONTINUED) 
  Metropolitan Pier and Exposition Authority, Illinois, 
    Dedicated State Tax Revenue (effective yield 6.70%) (b)      0.000%  06/15/2015   $19,440,000    $ 6,541,560 
  Metropolitan Pier and Exposition Authority, McCormick Place 
    Expansion Project                                            7.250   06/15/2005     5,500,000      6,467,835 
  Robbins, Illinois, Robbins Resources Recovery, Partners A      9.250   08/15/2014     6,000,000      6,437,760 

INDIANA 
  Indianapolis, Indiana, Local Public Improvement Bond Bank, 
    Series 1992D                                                 6.750   02/01/2020     2,000,000      2,121,700 

KANSAS 
  Kansas City, Kansas, Utility Systems, Refunding and 
    Improvement (FGIC)                                           6.375   09/01/2023     7,150,000      7,832,897 

KENTUCKY 
  Carroll County, Kentucky, Kentucky Utility Company, Series 
    A                                                            7.450   09/15/2016     5,000,000      5,773,550 
  Jefferson County, Kentucky, Hospital Revenue (MBIA)            6.435   10/23/2014     6,000,000      6,465,420 
  Kentucky Housing Corp., Housing Revenue Bond, Series C         7.900   01/01/2021     5,570,000      5,952,659 
  Trimble County, Kentucky, Pollution Control, Louisville Gas 
    and Electric Co.                                             7.625   11/01/2020     2,725,000      3,088,052 
  Trimble County, Kentucky, Pollution Control, Louisville Gas 
    and Electric Co., Series A (Pre-refunded)                    7.625   11/01/2020       545,000        628,156 

LOUISIANA 
  Louisiana Public Facilities Authority, Health and 
    Educational Facilities, Our Lady of the Lake Hospital        8.200   12/01/2015     7,250,000      8,142,910 
  Louisiana State, Series B (MBIA)                               5.625   08/01/2013     3,000,000      3,116,940 
  New Orleans, Louisiana, Capital Appreciation (AMBAC) 
    (effective yield 7.05%) (b)                                  0.000   09/01/2011     5,000,000      2,141,150 
  New Orleans, Louisiana, Capital Appreciation (AMBAC) 
    (effective yield 7.05%) (b)                                  0.000   09/01/2012     1,000,000        403,760 
  Orleans Parish, Louisiana, School Board (ETM)                  9.050   02/01/2010     5,175,000      7,145,744 

MAINE 
  Regional Waste System, Maine                                   8.150   07/01/2011     2,500,000      2,781,000 

MARYLAND 
  Maryland State Community Development Administration, 
    Multi-Family Housing                                         8.750   05/15/2012     3,345,000      3,398,855 

MASSACHUSETTS 
  Boston, Massachusetts, Boston City Hospital                    5.750   02/15/2023       735,000        731,105 
  Massachusetts Bay Transportation Authority, Series A           7.000   03/01/2011     3,610,000      4,247,021 
  Massachusetts Bay Transportation Authority, Series A           6.250   03/01/2012     4,000,000      4,417,160 
  Massachusetts Bay Transportation Authority, Series B           6.200   03/01/2016     1,500,000      1,650,255 
  Massachusetts Industrial Finance Agency, Harvard Community 
    Health Plan, Inc.                                            8.125   10/01/2017    11,750,000     12,807,618 
  Massachusetts Industrial Finance Agency, Solid Waste 
    Disposal                                                     9.000   08/01/2016     4,100,000      4,111,726 
  Massachusetts Municipal Wholesale Electric, Power Supply 
    Systems                                                      5.100   07/01/2007     5,000,000      5,056,250 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 14 

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                             <C>      <C>          <C>            <C>
MASSACHUSETTS (CONTINUED) 
  Massachusetts Municipal Wholesale Electric, Power Supply 
    Systems                                                      6.750%  07/01/2008   $ 4,000,000    $ 4,408,840 
  Massachusetts State Health and Educational Facilities 
    Authority, Brigham & Womens Hospital (MBIA)                  6.750   07/01/2024     2,000,000      2,186,700 
  Massachusetts State Health and Educational Facilities 
    Authority, Cape Islands Rehabilitation Hospital, Series A    7.875   08/15/2024     1,500,000      1,539,045 
  Massachusetts State Health and Educational Facilities 
    Authority, Childrens' Hospital                               6.200   10/01/2016     2,640,000      2,767,486 
  Massachusetts State Health and Educational Facilities 
    Authority, Dana Farber Cancer Project, Series G-1            5.500   12/01/2027       375,000        355,684 
  Massachusetts State Health and Educational Facilities 
    Authority (MBIA)                                             7.300   10/01/2018     2,000,000      2,254,420 
  Massachusetts State Health and Educational Facilities 
    Authority, Massachusetts General Hospital, Series F 
    (AMBAC)                                                      6.250   07/01/2012     1,000,000      1,116,360 
  Massachusetts State Health and Educational Facilities 
    Authority, Massachusetts General Hospital, Series F 
    (AMBAC)                                                      6.250   07/01/2020     3,000,000      3,186,780 
  Massachusetts State Health and Educational Facilities 
    Authority, New England Deaconness Hospital (AMBAC)           6.875   04/01/2022     2,980,000      3,283,662 
  Massachusetts State, General Obligation, Consolidated Loan, 
    Series C (FGIC)                                              6.600   11/01/2008     8,000,000      9,058,240 
  Massachusetts State, Water Pollution, Abatement Trust 
    Pooled Loan Program, Series 2                                6.125   02/01/2008        85,000         94,931 
  Massachusetts State, Water Pollution, Abatement Trust Water 
    Pollution Abatement Revenue (MWRA Loan Program), Series A    5.000   08/01/2014       150,000        144,686 
  Massachusetts State Water Resources Authority, Series A 
    (MBIA)                                                       6.000   08/01/2014     1,500,000      1,574,130 
  Massachusetts State Water Resources Authority, Series B        4.000   12/01/2018    10,275,000      8,488,897 
  Quincy, Massachusetts, Quincy Hospital (FSA)                   5.250   01/15/2016       100,000         97,328 

MICHIGAN 
  Monroe County, Michigan, Economic Development Corp., 
    Detroit Edison Co. (FGIC)                                    6.950   09/01/2022     6,000,000      7,406,580 
  Okemos, Michigan, Public School District, Series I 
    (effective yield 
    7.35%) (b)                                                   0.000   05/01/2021    51,525,000     10,688,861 
  Romulus, Michigan, Community Schools, Capital Appreciation, 
    Series I (effective yield 8.02%) (b)                         0.000   05/01/2017    39,490,000     10,809,993 
  West Ottawa, Michigan, Public School District, Capital 
    Appreciation (effective yield 7.55%) (b)                     0.000   05/01/2015    35,490,000     11,092,754 

MINNESOTA 
  Dakota County, Minnesota, Housing and Redevelopment 
    Authority, Single Family Mortgage (FGIC)                     9.375   05/01/2018        20,000         21,919 

MISSISSIPPI 
  Mississippi Hospital Equipment and Facilities Authority 
    (Connie Lee)                                                 6.400   01/01/2007     1,000,000      1,075,620 

MISSOURI 
  Kansas City, Missouri, Municipal Assistance Corp. Revenue      6.000   04/15/2020       500,000        517,825 
</TABLE>

<PAGE>
 
PAGE 15 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>   <C>    <C>            <C>         
MISSOURI (CONTINUED) 
  Missouri State Health and Educational Facilities Authority, 
    Barnes Jewish Hospital (MBIA)                                5.150%  05/15/2010   $ 4,500,000    $ 4,581,180 
  Missouri State Health and Educational Facilities Authority, 
    Barnes Jewish Hospital                                       5.250   05/15/2021     2,200,000      2,096,446 
  Phelps County, Missouri, Phelps County Regional Medical 
    Center (Connie Lee)                                          6.000   05/15/2013       125,000        127,514 

NEBRASKA 
  Nebraska Higher Education Loan Program                         6.200   06/01/2013     5,300,000      5,516,770 

NEVADA 
  Clark County, Nevada, School District, Series A (MBIA)         6.750   03/01/2007     3,000,000      3,273,150 
  Clark County, Nevada, Series A (AMBAC)                         7.500   06/01/2009     4,000,000      4,870,160 

NEW JERSEY 
  New Jersey Health Care Facilities Financing Authority, 
    Jersey Shore Medical Center (AMBAC)                          6.125   07/01/2012     1,000,000      1,065,730 
  New Jersey Health Care Facilities Financing Authority, 
    Jersey Shore Medical Center (AMBAC)                          6.250   07/01/2016     2,000,000      2,159,780 
  New Jersey Health Care Facilities Financing Authority, 
    Kimball Medical Center, Series C                             8.000   07/01/2013     3,000,000      3,209,130 
  New Jersey Health Care Facilities Financing Authority, St. 
    Elizabeth's Hospital, Series B                               7.750   07/01/1998     1,100,000      1,145,727 
  New Jersey State Transportation Authority, Transportation 
    System, Series A (MBIA)                                      5.500   06/15/2013     2,000,000      2,046,200 

NEW MEXICO 
  City of Albuquerque, New Mexico, Hospital System, Series A 
    (MBIA)                                                       6.375   08/01/2007     1,500,000      1,630,560 

NEW YORK 
  Battery Park City Authority, New York, Refunding Bonds         5.250   11/01/2017     1,000,000        950,010 
  Battery Park City Authority, New York, Refunding Bonds, 
    Series A                                                     5.000   11/01/2013     3,715,000      3,468,027 
  New York City, New York, General Obligation                    7.750   08/15/2014     5,460,000      6,236,084 
  New York City, New York, General Obligation, Fiscal 1992, 
    Series A                                                     7.750   08/15/2008     6,000,000      6,774,180 
  New York City, New York, General Obligation, Fiscal 1992, 
    Series A                                                     7.750   08/15/2015     3,250,000      3,689,725 
  New York City, New York, General Obligation, Series D 
    (MBIA)                                                       6.000   08/01/2006       285,000        295,816 
  New York City, New York, Industrial Special Facility, 
    Terminal One Group Association Project                       6.000   01/01/2015     2,500,000      2,534,350 
  New York City, New York, Municipal Water Finance Authority, 
    Water and Sewer System (FGIC)                                7.000   06/15/2015     6,000,000      6,707,316 
  New York City, New York, Municipal Water Finance Authority, 
    Water and Sewer System, Series A                             6.000   06/15/2025    18,000,000     18,854,100 
  New York Energy Research and Development Authority, 
    Consolidated Edison Project                                  7.750   01/01/2024     2,900,000      3,123,184 
  New York State Dormitory Authority Revenue, State 
    University Educational Facilities, Series B                  7.500   05/15/2011     7,000,000      8,421,280 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 16 

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<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, Mental Health Services Facilities                   6.150%  02/15/2015   $ 5,000,000    $ 5,272,650 
  New York State Medical Care Facilities, Finance Agency 
    Revenue, Mental Health Services Facilities                   6.000   08/15/2015     2,000,000      2,103,500 
  New York State Urban Development Corp., Revenue Refunding, 
    Correctional Facilities, Series A (FSA)                      6.500   01/01/2010     3,000,000      3,402,480 
  New York State Urban Development Corp., Revenue Refunding, 
    Correctional Facilities, Series A                            5.500   01/01/2014     2,500,000      2,468,400 
  New York State Care Facilities, New York Hospital, Series A    6.800   08/15/2024     3,800,000      4,246,994 
  New York State Dormitory Authority, City University 
    Educational Facilities (FGIC)                                7.000   07/01/2009     3,780,000      4,489,468 
  New York State Dormitory Authority, City University 
    Educational Facilities (AMBAC)                               6.250   07/01/2016     3,000,000      3,230,850 
  New York State Dormitory Authority, State University 
    Educational Facilities, Series A                             5.500   05/15/2019     2,000,000      1,958,740 
  New York State Energy Research and Development Authority, 
    Consolidated Edison Co. New York, Series A (AMBAC)           6.100   08/15/2020     5,000,000      5,247,300 
  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      5,633,850 
  New York State Housing Finance Agency, Service Contract, 
    Series A                                                     5.500   09/15/2022     8,860,000      8,420,633 
  New York State Local Government Assistance Corp., Series C     5.500   04/01/2017     2,000,000      2,019,900 
  New York State Local Government Assistance Corp., Series D     6.750   04/01/2021       900,000      1,030,635 
  New York State Medical Care Facilities Finance (FGIC)          6.375   08/15/2014     2,900,000      3,110,192 
  New York State Mortgage Agency                                 6.900   04/01/2015     4,500,000      4,829,400 
  New York State Throughway Authority, Highway & Bridge Fund, 
    Series B (MBIA)                                              5.125   04/01/2015     2,000,000      1,943,660 
  New York State Urban Development Corp., Refunding 
    Correctional Facilities, Series A                            6.500   01/01/2010    13,920,000     15,202,728 
  New York Urban Development Corp., Correctional Facilities, 
    Series A                                                     7.500   04/01/2011     8,000,000      9,296,720 
  New York Urban Development Corp., State Facilities             5.750   04/01/2012     5,250,000      5,336,468 
  Triborough Bridge and Tunnel Authority, New York, Series Q     5.000   01/01/2017     3,820,000      3,661,737 
  Triborough Bridge and Tunnel Authority, New York, Special 
    Obligation                                                   6.625   01/01/2012     8,500,000      9,763,525 

NORTH DAKOTA 
  North Dakota State Housing Finance Agency, Single Family 
    Mortgage                                                     8.375   07/01/2021       580,000        608,188 

OHIO 
  Bedford, Ohio, City School District (MBIA)                     6.250   12/01/2013     1,000,000      1,067,130 
  Cleveland, Ohio, Public Power Systems, First Mortgage, 
    Series A (MBIA)                                              7.000   11/15/2016     4,000,000      4,632,280 
  Cleveland, Ohio, Public Power Systems, First Mortgage, 
    Series A (MBIA)                                              7.000   11/15/2024     1,000,000      1,131,770 
  Columbus, Ohio, General Obligation                            12.375   02/15/2006     1,285,000      2,044,641 
  Ohio Housing Finance Agency, Single Family Mortgage 
    Revenue, Series C (GNMA)                                     9.000   09/01/2018    10,000,000     11,382,800 
  Ohio State Higher Educational Facility Commission (MBIA)       6.125   11/15/2017     1,000,000      1,068,710 
  Ohio State Water Development Authority (Pre-refunded)          9.250   12/01/2012        75,000         78,897 
</TABLE>

<PAGE>
 
PAGE 17 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>   <C>    <C>            <C>         
OHIO (CONTINUED) 
  Ohio State Water Development Authority (AMBAC)                 9.375%  12/01/2018    $  400,000     $  417,932 

OREGON 
  Oregon State, Department of Administrative Services, Series 
    A (MBIA)                                                     5.375   11/01/2016     2,000,000      1,983,700 

PENNSYLVANIA 
  Allegheny County, Pennsylvania, Industrial Development 
    Authority Revenue                                            5.700   09/01/2030     2,000,000      1,991,820 
  Allegheny County, Pennsylvania, Sewer Revenue Refunding 
    (FGIC) (effective yield 6.10%) (b)                           0.000   06/01/2015     2,500,000        859,225 
  Beaver County, Pennsylvania, Ohio Edison (FGIC)                7.000   06/01/2021     4,390,000      4,799,499 
  Chester County, Pennsylvania, Health and Education 
    Facilities Authority, Mainline Health System                 5.500   05/15/2015     6,240,000      6,143,467 
  Delaware County, Pennsylvania, Hospital Authority, Delaware 
    County Memorial Hospital (MBIA)                              5.500   08/15/2019     5,000,000      5,044,750 
  Delaware County, Pennsylvania, Hospital Revenue, Crozier 
    Chester Medical Center (Pre-refunded)                        7.500   12/15/2020     2,545,000      2,951,793 
  Delaware County, Pennsylvania, Industrial Development 
    Authority, Resource Recovery Project, Series A (LOC 
    Security Pacific)                                            8.100   12/01/2013     4,000,000      4,187,920 
  Lancaster County, Pennsylvania, Hospital Authority, Mesonic 
    Homes Health Center Project, (AMBAC)                         5.000   11/15/2020     3,200,000      2,984,448 
  North Penn, Pennsylvania, Water Authority (FGIC)               6.875   11/01/2019     2,500,000      2,925,250 
  Northumberland County, Pennsylvania, Authority Prisons 
    Lease (Pre-refunded)                                         7.750   10/15/2004     2,110,000      2,472,983 
  Pennsylvania Economic Development Financing Authority, 
    Resources Recovery, Colver Project, Series D                 7.050   12/01/2010     3,000,000      3,221,850 
  Pennsylvania Economic Development Financing Authority, 
    Resources Recovery, Colver Project, Series D                 7.125   12/01/2015     1,000,000      1,075,720 
  Pennsylvania Economic Development Financing Authority, 
    Resources Recovery, Colver Project, Series D                 7.150   12/01/2018     2,500,000      2,683,925 
  Pennsylvania Economic Development Financing Authority, 
    Resources Recovery, Northampton Project                      6.400   01/01/2009     4,000,000      3,944,880 
  Pennsylvania Economic Development Financing Authority, 
    Resources Recovery, Northampton Project                      6.500   01/01/2013     5,500,000      5,441,590 
  Pennsylvania Economic Development Financing Authority, 
    Resources Recovery, Northampton Project                      6.600   01/01/2019     1,300,000      1,292,161 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series T                                           7.750   10/01/2009     4,000,000      4,245,240 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Section 8                                          8.200   07/01/2024     6,000,000      6,537,300 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series 34 A                                        6.850   04/01/2016       500,000        529,005 
  Pennsylvania Intergovernmental Cooperative Authority, 
    Philadelphia Funding (FGIC)                                  6.750   06/15/2021     1,910,000      2,150,641 
  Philadelphia, Pennsylvania, Hospital and Higher Education 
    Facilities, Albert Einstein Medical Center                   7.000   10/01/2021     3,055,000      3,277,160 
  Philadelphia, Pennsylvania, Hospital and Higher Education 
    Facilities, Community College, Series B (MBIA)               6.500   05/01/2007       280,000        312,777 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 18 

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                             <C>      <C>          <C>            <C>
PENNSYLVANIA (CONTINUED) 
  Philadelphia, Pennsylvania, Hospital and Higher Education 
    Facilities, Graduate Health System Education Facilities 
    Authority                                                    7.250%  07/01/2018   $ 2,500,000    $ 2,648,075 
  Philadelphia, Pennsylvania, Hospital and Higher Education 
    Facilities, Temple University Authority                      6.625   11/15/2023     1,725,000      1,780,442 
  Philadelphia, Pennsylvania, Hospital and Higher Education, 
    Chestnut Hill Hospital                                       6.500   11/15/2022     5,000,000      5,198,800 
  Philadelphia, Pennsylvania, Municipal Development 
    Authority, Criminal Justice Center, Series A (MBIA)          7.100   11/15/2006     4,095,000      4,612,239 
  Philadelphia, Pennsylvania, Water and Wastewater (FGIC)       10.000   06/15/2005     7,000,000      9,810,850 
  Philadelphia, Pennsylvania, Water and Wastewater, Series A     6.250   08/01/2012     3,000,000      3,353,850 
  Pittsburgh, Pennsylvania, Urban Redevelopment Authority, 
    Multi-Family Housing Mortgage, 1985 Series A                 9.250   12/01/2027     3,185,000      3,358,105 
  Ridley Park, Pennsylvania, Hospital Authority Revenue          6.125   12/01/2020     2,500,000      2,314,850 
  Sayre, Pennsylvania, Health Care Facilities Authority, 
    Guthrie Healthcare, Series A                                 7.100   03/01/2017     1,250,000      1,367,200 

PUERTO RICO 
  Puerto Rico Commonwealth, Refunding (Capital Guarantee)        6.450   07/01/2017     2,000,000      2,141,120 
  Puerto Rico Commonwealth, General Obligation                   7.000   07/01/2010     9,750,000     11,612,738 
  Puerto Rico Commonwealth, General Obligation (MBIA)            5.375   07/01/2022     5,035,000      5,018,838 
  Puerto Rico Electric Power Authority, Series X                 5.500   07/01/2025     1,000,000        985,810 
  Puerto Rico Electric Power Authority, Series Y (MBIA)          6.500   07/01/2006     2,000,000      2,272,680 
  Puerto Rico Public Buildings Authority, Guaranteed Public 
    Education and Health Facilities, Series M                    5.700   07/01/2009     1,000,000      1,038,910 
  Puerto Rico Public Buildings Authority, Guaranteed Public 
    Education and Health Facilities, Series M                    3.750   07/01/2016     6,250,000      5,986,563 
  Puerto Rico Telephone Authority (MBIA)                         5.250   01/01/2005    16,900,000     17,520,230 

RHODE ISLAND 
  Rhode Island State Health and Educational Building Corp., 
    Hospital Financing Revenue, Roger Williams General 
    Hospital                                                     9.500   07/01/2016     4,210,000      4,336,889 

SOUTH CAROLINA 
  South Carolina State Public Services Authority                 6.250   01/01/2022    20,500,000     21,755,625 
  South Carolina State Public Services Authority, Fixed 
    Option Bonds                                                 5.342   06/30/2006     8,400,000      8,708,784 

TENNESSEE 
  Bristol, Tennessee, Health and Education Authority, Bristol 
    Memorial Hospital (FGIC)                                     6.750   09/01/2010     4,200,000      4,889,430 
  Knox County, Tennessee, Health and Educational Facilities, 
    Fort Sanders Hospital Alliance, Series B (MBIA)              5.250   01/01/2015     3,500,000      3,466,540 
  Knox County, Tennessee, Health and Educational Facilities, 
    Fort Sanders Hospital Alliance, Series C (MBIA)              7.250   01/01/2010     3,000,000      3,649,320 
  Metro Government, Nashville & Davidson Counties, Tennessee 
    (FGIC) (effective yield 4.26%) (b)                           0.000   01/01/2012     6,000,000      6,328,320 
  Tennessee Housing Development Authority, Home Ownership 
    Program, Issue H                                             7.825   07/01/2015     4,520,000      4,680,415 
</TABLE>

<PAGE>
 
PAGE 19 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>   <C>    <C>            <C>         
TEXAS 
  Austin, Texas, Utility Systems Capital Appreciation (AMBAC) 
    (effective yield 6.80%) (b)                                  0.000%  11/15/2011   $12,000,000    $ 5,130,240 
  Austin, Texas, Utility Systems Capital Appreciation (AMBAC) 
    (effective yield 6.80%) (b)                                  0.000   11/15/2012    12,200,000      4,911,354 
  Bexar, Texas, Metropolitan Water District Waterworks 
    Systems (AMBAC)                                              6.625   05/01/2014     1,850,000      2,096,308 
  Brownsville, Texas, Utilities System Revenue (AMBAC)           5.250   09/01/2020     5,750,000      5,602,628 
  Copperas Cove, Texas, Health Facilities, Adventist Health 
    Systems (MBIA)                                               5.500   11/15/2017     2,000,000      1,997,340 
  Cypress-Fairbanks, Texas, Independent School 
    District,Capital Appreciation, Series A 
    (effective yield 6.03%) (b)                                  0.000   02/15/2013     4,000,000      1,572,840 
  Fort Bend County, Texas, Levee Improvement (MBIA)              6.900   09/01/2020     1,165,000      1,286,661 
  Grapevine-Colleyville, Texas, Independent School District      5.125   08/15/2022     3,000,000      2,844,060 
  Harris County, Texas, Flood Control District (effective 
    yield 7.20%) (b)                                             0.000   10/01/2006     4,500,000      2,338,560 
  Harris County, Texas, Health Facilities Development Corp.      6.600   06/01/2014     5,000,000      5,300,450 
  Harris County, Texas, Health Facilities Development Corp., 
    Hermann Hospital Project (MBIA)                              6.375   10/01/2017     2,480,000      2,653,550 
  Harris County, Texas, Health Facilities Development Corp., 
    Hermann Hospital Project (MBIA)                              6.375   10/01/2024     7,300,000      7,784,574 
  Harris County, Texas, Senior Lien, Toll Road, Series A 
    (MBIA)                                                       6.375   08/15/2024     4,000,000      4,294,960 
  Houston, Texas, Airport System Revenue, Senior Lien            8.200   07/01/2017     1,840,000      2,030,716 
  Houston, Texas, General Obligation                             7.000   03/01/2008    14,675,000     17,419,959 
  Houston, Texas, Water & Sewer System, Junior Lien, Series A 
    (MBIA)                                                       6.200   12/01/2023    10,000,000     10,610,300 
  Midland County, Texas, Hospital District, Midland Memorial 
    Hospital                                                     7.500   06/01/2016       600,000        632,502 
  Northwest Texas, Independent School District, Capital 
    Appreciation (AMBAC) (effective yield 7.28%) (b)             0.000   08/15/2010     2,500,000      1,131,225 
  Port of Corpus Christi, Texas, Industrial Development 
    Corp., Valero Refining and Marketing Co. Project, Series A  10.250   06/01/2017    11,050,000     12,179,421 
  Rio Grande Valley, Texas, Health Facilities Corp., Hospital 
    Revenue, Baptist Medical Center Project (MBIA)               8.000   08/01/2017     1,085,000      1,192,578 
  Rio Grande Valley, Texas, Health Facilities Corp., Hospital 
    Revenue, Baptist Medical Center Project (Pre-refunded)       8.000   08/01/2017     5,915,000      6,579,550 
  Tarrant County, Texas, Housing Finance Corp., Series A 
    (MBIA) (effective yield 11.00%) (b)                          0.000   09/15/2016     6,415,000      1,925,462 
  Texas Housing Agency, Residential Development                  8.400   01/01/2021     2,680,000      2,832,304 
  Texas Municipal Power Agency Revenue (effective yield 
    6.10%) (b)                                                   0.000   09/01/2013    12,100,000      4,634,663 
  Texas Municipal Power Agency, Refunding Bonds (MBIA)           5.250   09/01/2012       175,000        174,382 
  Texas National Research Lab, Super Conducting, Super 
    Collider                                                     6.950   12/01/2012     9,500,000     11,164,970 
  Texas State, General Obligation                                6.200   09/30/2011     3,000,000      3,352,740 
  Texas State Public Finance Authority Building Revenue, 
    Series A (AMBAC)                                             5.750   02/01/2015       250,000        257,515 
  Texas State, Veterans Housing Assistance                       6.050   12/01/2012     2,480,000      2,539,520 
  Texas State, Veterans Housing Assistance, Series B1            5.700   12/01/2014       250,000        245,103 
  Titus County, Texas, Water District #1, Southwest Electric 
    Power                                                        8.200   08/01/2011     5,500,000      6,469,650 
  Tomball, Texas, Hospital Authority, Tomball Regional 
    Hospital                                                     6.100   07/01/2008     1,860,000      1,839,317 
  Tomball, Texas, Hospital Authority, Tomball Regional 
    Hospital                                                     6.125   07/01/2023     7,350,000      6,980,516 
</TABLE>

                                                      (continued on next page) 

<PAGE>
 
PAGE 20 

Keystone Tax Free Fund 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                             <C>      <C>          <C>          <C>
TEXAS (CONTINUED) 
  Travis County, Texas Health Facilities, Daughters Of 
    Charity                                                      6.000%  11/15/2022   $ 2,000,000  $    2,053,300 
  University of Texas, University Revenue, Series B              6.750   08/15/2013     2,000,000       2,219,620 

UTAH 
  Intermountain Power Agency, Utah, Power Supply                 7.750   07/01/2020    19,250,000      21,067,970 
  Intermountain Power Agency, Utah, Power Supply, Series A 
    (effective yield 7.10%) (b)                                  0.000   07/01/2004     8,000,000       5,422,560 
  Intermountain Power Agency, Utah, Power Supply, Series C 
    (effective yield 21.28%) (b)                                 0.000   07/01/2020     3,000,000         459,000 
  Intermountain Power Agency, Utah, Power Supply, Series G 
    (effective yield 7.65%) (b)                                  0.000   07/01/2012    20,350,000      19,648,129 
  Intermountain Power Agency, Utah, Special Obligation           7.875   07/01/2014     4,210,000       4,371,159 
  Utah State Housing Finance Agency, Single Family Mortgage     10.750   07/01/2008         5,000           5,128 
  Utah State Housing Finance Agency, Single Family Mortgage, 
    Series C 2                                                   7.950   07/01/2010       475,000         512,991 

VIRGINIA 
  Fairfax County, Virginia, Economic Development Authority       5.500   05/15/2018     4,000,000       3,989,680 
  Hanover County, Virginia, Industrial Development Authority, 
    Memorial Regional Medical Center Project (MBIA)              5.500   08/15/2025     3,625,000       3,609,703 
  Norfolk, Virginia, Water Revenue (MBIA)                        5.875   11/01/2020     5,000,000       5,207,750 
  Pittsylvania County, Virginia, Industrial Development 
    Authority, Series A                                          7.300   01/01/2004     3,200,000       3,429,920 
  Pittsylvania County, Virginia, Industrial Development 
    Authority, Series A                                          7.500   01/01/2014     1,000,000       1,074,350 
  Pittsylvania County, Virginia, Industrial Development 
    Authority, Series A                                          7.550   01/01/2019     3,100,000       3,304,848 
  Virginia State Housing Development Authority, Residential 
    Mortgage, Series B (effective yield 10.62%) (b)              0.000   09/01/2014       590,000          86,642 

WASHINGTON 
  Washington State Health Care Facilities Authority, 
    Multi-Care Medical Center of Tacoma (FGIC)                   7.875   08/15/2011     1,300,000       1,425,021 

WISCONSIN 
  Wisconsin Health and Education Facilities Authority, Bellin 
    Memorial Hospital, Inc. (Pre-refunded)                       7.625   04/01/2019     5,000,000       5,600,850 
  Wisconsin Housing and Economic Development Authority, Home 
    Ownership                                                    8.000   03/01/2021     1,960,000       2,077,384 

WYOMING 
  Wyoming Community Development Authority, Single Family 
    Mortgage, Series B                                           8.125   06/01/2021     1,475,000       1,567,646 
 ---------------------------------------------------------------------------------------------------------------- 
TOTAL MUNICIPAL BONDS (COST--$1,088,958,150)                                                        1,176,546,324 
 ================================================================================================================ 
TEMPORARY TAX-EXEMPT INVESTMENTS (1.9%) 
  Anaheim, California, Certificate of Participation (AMBAC) (a)  5.300   08/01/2019     1,175,000       1,175,000 
  Dade County, Florida, Water & Sewer System Revenue (FGIC) (a)  4.900   10/05/2022     2,785,000       2,785,000 
  Jackson County, Mississippi, Pollution Control, Chevron USA 
    Inc. Project (a)                                             5.900   06/01/2023     1,600,000       1,600,000 
  Kansas City, Missouri, Industrial Development Hospital, 
    Resh Health Services System (MBIA) (a)                       5.900   04/15/2015     3,000,000       3,000,000 
</TABLE>

<PAGE>
 
PAGE 21 

SCHEDULE OF INVESTMENTS--December 31, 1995 

<TABLE>
<CAPTION>
                                                                Coupon     Maturity     Principal       Market 
                                                                  Rate       Date        Amount         Value 
 ---------------------------------------------------------------------------------------------------------------- 
<S>                                                              <C>     <C>           <C>         <C>            
TEMPORARY TAX-EXEMPT INVESTMENTS (CONTINUED) 
  New York City, New York, General Obligation, Series A (a)      5.900%  08/01/2015    $2,715,000  $    2,715,000 
  New York City, New York, General Obligation, Series A (a)      5.900   08/01/2016     1,300,000       1,300,000 
  New York City, New York, General Obligation, Series B 
    (MBIA) (a)                                                   5.900   08/15/2003       200,000         200,000 
  New York City, New York, General Obligation, Series B 
    (MBIA) (a)                                                   5.900   08/15/2023       500,000         500,000 
  New York City, New York, Municipal Water Finance Authority, 
    Series C (FGIC) (a)                                          5.900   06/15/2022     2,700,000       2,700,000 
  New York City, New York, Municipal Water Finance Authority, 
    Series G (FGIC) (a)                                          5.900   06/15/2024     1,200,000       1,200,000 
  Texas Hospital Equipment Financing Council (MBIA) (a)          5.450   04/07/2005       439,000         439,000 
  Uinta County, Wyoming, Pollution Control, Chevron USA Inc. 
    Project (a)                                                  5.900   08/15/2020     2,700,000       2,700,000 
  West Feliciana Parish, Louisiana, Pollution Control, Series 
    D (a)                                                        5.900   12/01/2015       600,000         600,000 
  West Feliciana Parish, Louisiana, Pollution Control, Series 
    D (a)                                                        5.900   12/01/2020     1,700,000       1,700,000 
 ---------------------------------------------------------------------------------------------------------------- 
TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS (COST--$22,614,000)                                             22,614,000 
 ================================================================================================================ 
TOTAL INVESTMENTS (COST--$1,111,572,150) (c)                                                        1,199,160,324 
 ---------------------------------------------------------------------------------------------------------------- 
OTHER ASSETS AND LIABILITIES--NET (0.4%)                                                                5,307,718 
 ================================================================================================================ 
NET ASSETS (100.0%)                                                                                $1,204,468,042 
   ============================================================================================================== 

</TABLE>
NOTES TO SCHEDULE OF INVESTMENTS: 

(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) The cost of investments for federal income tax purposes amounted to 
    $1,111,726,488. Gross unrealized appreciation and unrealized depreciation 
    of investments, based on identified tax cost, at December 31, 1995 are as 
    follows: 
<TABLE>
<CAPTION>
                             <S>                                          <C>
                             Gross unrealized appreciation                $88,363,597 
                             Gross unrealized depreciation                   (929,761) 
                                                                            ---------- 
                             Net unrealized appreciation                  $87,433,836 
                                                                            ========== 
</TABLE>
Legend of Portfolio Abbreviations: 
AMBAC--American Municipal Bond Assurance Corp. 
ETM--Escrowed to Maturity 
FGIC--Federal Guaranty Insurance Co. 
FSA--Financial Security Assurance 
GNMA--Government National Mortgage Association 
LOC--Line of Credit 
MBIA--Municipal Bond Investors Assurance Corp. 

See Notes to Financial Statements. 

<PAGE>
 
PAGE 22 

Keystone Tax Free Fund 

FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout each year)See Notes to Financial Statements.

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

<TABLE>
<CAPTION>
                                                  Year Ended December 31, 
                               1990(b)        1989         1988         1987         1986 
==========================     =========    =========    =========    =========   =========== 
<S>                          <C>            <C>          <C>          <C>         <C>
Net asset value, beginning 
  of year                         $8.06        $8.18        $8.09        $8.85         $8.31 
- --------------------------      -------      -------      -------      -------      --------- 
Income from investment 
  operations: 
Net investment income              0.52         0.57         0.55         0.56          0.68 
Net realized and 
  unrealized gain (loss) 
  on investments                  (0.01)        0.15         0.30        (0.58)         0.88 
Net commissions paid on 
  fund share sales (a)             0.00         0.00         0.00         0.00         (0.08) 
- --------------------------      -------      -------      -------      -------      --------- 
Total from investment 
  operations                       0.51         0.72         0.85        (0.02)         1.48 
- --------------------------      -------      -------      -------      -------      --------- 
Less distributions from: 
Net investment income             (0.52)       (0.60)       (0.63)       (0.64)        (0.68) 
In excess of net 
  investment income               (0.03)        0.00         0.00         0.00          0.00 
Net realized gain on 
  investments                     (0.12)       (0.24)       (0.13)       (0.10)        (0.26) 
In excess of net realized 
  gain on investments              0.00         0.00         0.00         0.00          0.00 
- --------------------------      -------      -------      -------      -------      --------- 
Total distributions               (0.67)       (0.84)       (0.76)       (0.74)        (0.94) 
- --------------------------      -------      -------      -------      -------      --------- 
Net asset value, 
  end of year                     $7.90        $8.06        $8.18        $8.09         $8.85 
==========================      =======      =======      =======      =======      ========= 

Total Return (c)                   6.66%        9.11%       10.89%       (0.14%)       18.26% 
Ratios/supplemental data 
Ratios to average net 
  assets: 
 Total expenses                    1.18%        1.23%        1.79%        1.70%         0.83% 
 Net investment income             6.54%        6.94%        6.74%        6.80%         7.79% 
Portfolio turnover rate              64%          69%          61%          43%           44% 
- --------------------------      -------      -------      -------      -------      --------- 
Net assets, end of year 
  (thousands)                $1,060,826     $901,912     $903,132     $894,768    $1,025,084 
==========================      =======      =======      =======      =======      ========= 
</TABLE>

  (a) Prior to June 30, 1987, net commissions paid on new sales of shares under
      the Fund's Rule 12b-1 Distribution Plan had been treated for both
      financial statement and tax purposes as capital charges.
  (b) Calculation based on average shares outstanding.
  (c) Excluding applicable sales charges.
  (d) "Ratio of total expenses to average net assets" for the year ended
      December 31, 1995 includes indirectly paid expenses. Excluding indirectly
      paid expenses for the year ended December 31, 1995, the expense ratio
      would have been 0.94%.

  See Notes to Financial Statements. 

<PAGE>
 
PAGE 23 

STATEMENT OF ASSETS AND LIABILITIES 
December 31, 1995 
 ============================================================================= 
<TABLE>
<CAPTION>
 Assets (Note 1) 
<S>                                                    <C>
  Investments at market value (identified cost-- 
    $1,111,572,150)                                    $1,199,160,324 
  Cash                                                        226,289 
  Receivable for: 
   Investments sold                                         5,143,753 
   Fund shares sold                                           181,716 
   Interest                                                20,318,672 
  Prepaid expenses                                            100,306 
  --------------------------------------------------         -------- 
    Total assets                                        1,225,131,060 
  --------------------------------------------------         -------- 
Liabilities (Notes 2 and 4) 
  Payable for: 
   Investments purchased                                   14,001,422 
   Fund shares redeemed                                     1,450,612 
   Distributions to shareholders                            4,934,817 
  Accrued Trustees' fees                                       16,832 
  Other accrued expenses                                      259,335 
  --------------------------------------------------         -------- 
    Total liabilities                                      20,663,018 
  --------------------------------------------------         -------- 
Net assets                                             $1,204,468,042 
  --------------------------------------------------         -------- 
  Net assets represented by (Notes 1 and 2) 
  Paid-in capital                                      $1,147,477,232 
  Accumulated distributions in excess of net 
    investment income                                      (1,663,086) 
  Accumulated net realized loss on investments and 
    closed futures contracts                              (28,934,278) 
  Net unrealized appreciation on investments               87,588,174 
  --------------------------------------------------         -------- 
    Total net assets                                   $1,204,468,042 
  ==================================================         ======== 
  Net asset value per share (Note 2) 
  Net asset value of $1,204,468,042 / 153,295,044 
    outstanding shares of beneficial interest          $         7.86 
  ==================================================         ======== 
</TABLE>

STATEMENT OF OPERATIONS 
Year Ended December 31, 1995 
 ============================================================================= 
<TABLE>
<CAPTION>
<S>                                     <C>            <C>
 Investment Income (Note 1) 
  Interest                                             $ 77,382,761 
  -----------------------------------        ------         ------- 
Expenses (Notes 2 and 4) 
  Investment management fee             $ 5,327,202 
  Other administrative service fees         736,118 
  Shareholder service fees                1,433,700 
  Accounting                                 21,661 
  Trustees' fees and expenses                55,248 
  Distribution Plan expenses              4,035,311 
  -----------------------------------        ------         ------- 
   Total expenses                        11,609,240 
  Less: Expenses paid indirectly 
    (Note 4)                               (148,151) 
  -----------------------------------        ------         ------- 
  Net expenses                                           11,461,089 
  -----------------------------------        ------         ------- 
  Net investment income                                  65,921,672 
  -----------------------------------        ------         ------- 
Net realized and unrealized gain on 
 investments and closed futures 
 contracts (Notes 1 and 3) 
  Net realized gain (loss) on: 
   Investments                           11,953,543 
   Closed futures contracts              (3,022,778) 
  -----------------------------------        ------         ------- 
  Net realized gain on investments 
    and closed futures contracts                          8,930,765 
  Net change in unrealized 
    appreciation on investments                         113,250,664 
  -----------------------------------        ------         ------- 
  Net realized and unrealized gain on 
    investments and closed futures 
    contracts                                           122,181,429 
  -----------------------------------        ------         ------- 
  Net increase in net assets 
    resulting from operations                          $188,103,101 
  ===================================        ======         ======= 
</TABLE>

    See Notes to Financial Statements. 

<PAGE>
 
PAGE 24 

Keystone Tax Free Fund 

STATEMENTS OF CHANGES IN NET ASSETS 
<TABLE>
<CAPTION>
                                                                                 Year Ended December 31, 
                                                                                  1995            1994 
==========================================================================     ===========   ============== 
<S>                                                                        <C>               <C>
Operations 
  Net investment income                                                    $   65,921,672    $   67,393,387 
  Net realized gain (loss) on investments and closed futures contracts          8,930,765       (37,849,158) 
  Net change in unrealized appreciation (depreciation) on investments         113,250,664      (139,738,811) 
  ------------------------------------------------------------------------        -------         --------- 
   Net increase (decrease) in net assets resulting from operations            188,103,101      (110,194,582) 
  ------------------------------------------------------------------------        -------         --------- 
Distributions to shareholders from (Note 1) 
  Net investment income                                                       (63,827,615)      (68,740,949) 
  In excess of net investment income                                                    0       (10,297,613) 
  ------------------------------------------------------------------------        -------         --------- 
   Total distributions to shareholders                                        (63,827,615)      (79,038,562) 
  ------------------------------------------------------------------------        -------         --------- 
Capital share transactions (Note 2) 
  Proceeds from shares sold                                                   133,114,586       126,813,101 
  Payment for shares redeemed                                                (283,907,474)     (326,066,785) 
  Net asset value of shares issued in reinvestment dividends and 
    distributions                                                              33,258,548        37,710,385 
  ------------------------------------------------------------------------        -------         --------- 
  Net decrease in net assets resulting from capital share transactions       (117,534,340)     (161,543,299) 
  ------------------------------------------------------------------------        -------         --------- 
   Total increase (decrease) in net assets                                      6,741,146      (350,776,443) 
  ------------------------------------------------------------------------        -------         --------- 
Net assets: 
  Beginning of year                                                         1,197,726,896     1,548,503,339 
  ------------------------------------------------------------------------        -------         --------- 
  End of year [Including accumulated distributions in excess of net 
    investment income as follows: 1995--($1,663,086) and 1994-- 
    ($3,916,731)](Note 1)                                                  $1,204,468,042    $1,197,726,896 
  ========================================================================        =======         ========= 
</TABLE>

    See Notes to Financial Statements. 

<PAGE>
 
PAGE 25 

NOTES TO FINANCIAL STATEMENTS 

(1.) Significant Accounting Policies 

Keystone Tax Free Fund (the "Fund") is a Massachusetts business trust for 
which Keystone Management, Inc. ("KMI") is the Investment Manager and 
Keystone Investment Management Company (formerly Keystone Custodian Funds, 
Inc.) ("Keystone") is the Investment Adviser. The Fund is registered under 
the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund 
seeks current income, exempt from federal income taxes, while preserving 
capital by investing in high quality municipal bonds. 

Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. (formerly 
Keystone Group, Inc.) ("KII"), a Delaware corporation. KII is privately owned 
by an investor group consisting of 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, is the Fund's transfer agent. 

The following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements. The 
policies are in conformity with generally accepted accounting principles 
which requires 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, approved by the Board of Trustees, that uses information 
with respect to transactions in bonds, quotations from bond dealers, market 
transactions in comparable securities and various relationships between 
securities in determining value. Non-tax-exempt securities for which market 
quotations are readily available are valued at the price quoted which, in the 
opinion of the Board of Trustees or their representative, most nearly 
represents their market value. 

Short-term investments 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 which are held on the sixtieth day prior to maturity are valued at 
amortized cost (market value on the sixtieth day adjusted for amortization of 
premium or accretion of discount) which, when combined with accrued interest, 
approximates market. All other securities and other assets are valued at fair 
value as determined in good faith using methods prescribed by the Board of 
Trustees. 

B. 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 contracts which remain 
open at fiscal year-end are marked-to-market and the resultant net gain or 
loss is included in federal taxable income. In addition to the market risk, 
the Fund is subject to 

<PAGE>
 
PAGE 26 

Keystone Tax Free Fund 

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, and if the value of collateral falls below required levels, the 
Fund intends to seek additional collateral from the seller or terminate the 
repurchase agreement. If the seller defaults, the Fund would suffer a loss to 
the extent that the proceeds from the sale of the underlying securities were 
less than the repurchase price. Any such loss would be increased by any cost 
incurred on disposing of such securities. If bankruptcy proceedings are 
commenced against the seller under the repurchase agreement, the realization 
on the collateral may be delayed or limited. Repurchase agreements entered 
into by the Fund will be limited to transactions with dealers or domestic 
banks believed to present minimal credit risks, and the Fund will take 
constructive receipt of all securities underlying repurchase agreements until 
such agreements expire. 

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 ("Internal Revenue 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 Internal Revenue Code. 

F. The Fund distributes net investment income monthly and capital gains, if 
any, 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 Declaration of Trust authorizes the issuance of an unlimited number of 
shares of beneficial interest with no par value. Transactions in shares of 
the Fund were as follows: 
<TABLE>
<CAPTION>
                                         Year Ended 
                                  12/31/95       12/31/94 
============================     ===========   ============= 
<S>                             <C>            <C>
Sales                            17,669,831      16,871,171 
Redemptions                     (37,618,182)    (43,806,889) 
Reinvestment of dividends 
  and distributions               4,437,352       5,031,307 
- ----------------------------      ---------      ----------- 
Net decrease                    (15,510,999)    (21,904,411) 
- ----------------------------      ---------      ----------- 
</TABLE>
  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 Keystone Investment Distributors Company 
(formerly Keystone Distributors, Inc.) ("KIDC"), 

<PAGE>
 
PAGE 27 

the principal underwriter and a wholly-owned subsidiary of Keystone, amounts 
which in total may not exceed the Distribution Plan maximum. 

In connection with the Distribution Plan and subject to the limitations 
discussed below, Fund shares are offered for sale at net asset value without 
any initial sales charge. From the amounts received by KIDC in connection 
with the Distribution Plan, and subject to the limitations discussed below, 
KIDC generally pays brokers or others a commission equal to 3.00% 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 remaining outstanding on the books of the 
Fund for specified periods. 

To the extent Fund shares purchased prior to July 8, 1992 are redeemed within 
four calendar years of original issuance, the Fund may be eligible to receive 
a deferred sales charge from the investor as partial reimbursement for sales 
commissions previously paid on those shares. This charge is based on 
declining rates, which begin at 4.00%, applied to the lesser of the net asset 
value of shares redeemed or the total cost of such shares. 

The Distribution Plan provides that the Fund may incur certain expenses which 
may not exceed a maximum amount equal to 0.3125% of the Fund's average daily 
net assets for any calendar quarter (approximately 1.25% annually) occurring 
after the inception of the Distribution Plan. A rule of the National 
Association of Securities Dealers, Inc. ("NASD Rule") limits the annual 
expenditures which the Fund may incur under the Distribution Plan to 1.00% of 
which 0.75% may be used to pay such distribution expenses and 0.25% may be 
used to pay shareholder service fees. The NASD Rule also limits the aggregate 
amount which the Fund may pay for such distribution costs to 6.25% of gross 
share sales since the inception of the Fund's 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). 

Since July 8, 1992, contingent deferred sales charges applicable to shares of 
the Fund issued after January 1, 1992 have, to the extent permitted by the 
NASD Rule, been paid to KIDC rather than to the Fund. During the year, KIDC 
received $95,377 in deferred sales charges. 

KIDC intends, but is not obligated, to continue to pay or accrue distribution 
charges which exceed current annual payments permitted to be received by KIDC 
from the Fund. KIDC intends to seek full payment of such charges from the 
Fund (together with annual interest thereon at the prime rate plus 1.00%) at 
such time in the future as, and to the extent that, payment thereof by the 
Fund would be within permitted limits. KIDC currently intends to seek payment 
of interest only on such charges paid or accrued by KIDC since January 1, 
1992. 

During the year ended December 31, 1995, the Fund recovered $684,386 in 
contingent deferred sales charges. During the year ended December 31, 1995, 
the Fund paid KIDC $4,719,697 under the Distribution Plan. The amount paid by 
the Fund under its Distribution Plan, net of deferred sales charges, was 
$4,035,311 (1.00% of the Fund's average daily net assets). During the year 
ended December 31, 1995, KIDC received $757,439, after payments of 
commissions on new sales and service fees to dealers and others of 
$3,962,258. 

(3.) Securities Transactions 

As of December 31, 1995, the Fund had a capital loss carryover for federal 
income tax purposes of approxi- 

<PAGE>
 
PAGE 28 

Keystone Tax Free Fund 

mately $28,660,000 which expires as follows: $25,307,000 in 2002 and 
$3,353,000 in 2003. 

For the year ended December 31, 1995, cost of purchases and proceeds from 
sales of investment securities (excluding short-term securities) were 
$657,975,531 and $789,712,237, respectively. 

(4.) Investment Management Agreement and Other Transactions 

Under the terms of the Investment Management Agreement between KMI and the 
Fund, 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. 

  KMI has entered into an Investment Advisory Agreement with Keystone under 
which Keystone provides investment advisory and management services to the 
Fund and receives for its services an annual fee representing 85% of the 
management fee received by KMI. 

  During the year ended December 31, 1995, the Fund paid or accrued a 
management fee of $5,327,202 which represented 0.44% of the Fund's average 
net assets. Of such amount paid to KMI, $4,528,122 was paid to Keystone for 
its services to the Fund. 

  Included in the administrative services fee paid by the Fund were the 
following amounts incurred by KMI (and reimbursed by the Fund) in providing 
or obtaining for the Fund additional operating services, facilities and 
supplies: audit and legal--$77,500, custodian fees--$503,476, printing and 
supplies-- $94,700, registration fees--$54,450, and other-- $5,992. In 
addition during the year ended December 31, 1995, the Fund paid to KIRC 
$1,433,700 for shareholder services. This amount for shareholder services is 
included in the payments made by KMI. 

  The Fund has entered into an expense offset arrangement with its custodian. 
For the year ended December 31, 1995, the Fund paid custody fees in the 
amount of $355,325 and received a credit of $148,151 pursuant to the expense 
offset arrangement, resulting in a total expense of $503,476. The assets 
deposited with the custodian under the expense offset arrangement could have 
been invested in income-producing assets. 

  For the year ended December 31, 1995, the Fund paid to KII $21,661 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. 

<PAGE>
 
PAGE 29 

INDEPENDENT AUDITORS' REPORT 

The Trustees and Shareholders 
Keystone Tax Free Fund 

We have audited the accompanying statement of assets and liabilities of 
Keystone Tax Free Fund, including the schedule of investments, as of December 
31, 1995, and the related statement of operations for the year then ended, 
the statements of changes in net assets for each of the years in the two-year 
period then ended, and the financial highlights for each of the years in the 
ten-year period then ended. These financial statements and financial 
highlights are the responsibility of the Fund's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit also 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements. Our procedures included confirmation 
of securities owned as of December 31, 1995 by correspondence with the 
custodian and brokers. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Keystone Tax Free Fund as of December 31, 1995, the results of its operations 
for the year then ended, the changes in its net assets for each of the years 
in the two-year period then ended, and the financial highlights for each of 
the years in the ten-year period then ended in conformity with generally 
accepted accounting principles. 

                                                         KPMG Peat Marwick LLP 
Boston, Massachusetts 
February 2, 1996 

<PAGE>
 
PAGE 30 

Keystone Tax Free Fund 

   
Federal Tax Status--Fiscal 1995 
Distributions (Unaudited) 
    

  The per-share distributions paid to you for the fiscal year ended December 
31, 1995, whether taken in shares or cash, are as follows: 

<TABLE>
<CAPTION>
                                                 Income Dividends 
                                           Tax-exempt         Taxable 
                                            -------------------------- 
                                           <S>                 <C>
                                           $0.39               $0.00 
                                            ========================== 
</TABLE>
  In January 1996, complete information on the distributions paid during the 
calendar year were sent to assist you in completing your federal tax return. 


<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 representitive 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.
  ELECTRONICS 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 save 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>
 
                                    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 infomration of the Fund's 
shareholders. It is authorized for distribution if preceded or accompnaied 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 

                               K E Y S T O N E 

                                   [Photo] 

                                   TAX FREE 
                                     FUND 

                               [Keystone logo] 
                                ANNUAL REPORT 
                              DECEMBER 31, 1995 

TFF-AR-2/96 
34.1M 

                                [Recycle logo] 



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