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May 26, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: RULE 24F-2 NOTICE FOR KEYSTONE STATE TAX FREE FUND/KEYSTONE
FLORIDA TAX FREE FUND PORTFOLIO (THE "FUND"); REGISTRATION
STATEMENT NO. 33-37131/811-6181
Dear Sirs/Madams:
Pursuant to Rule 24f-2(b)(1) under the Investment Company Act of 1940
(the "1940 Act"), you are hereby notified as follows:
(i) This Notice is filed for the fiscal year ended March 31, 1995.
(ii) The number of shares of the Fund registered under the Securities
Act of 1933 other than pursuant to Rule 24f-2 that remained unsold
at the beginning of such fiscal year: -0-
(iii) The number of shares of the Fund registered during such fiscal
year other than pursuant to Rule 24f-2: -0-
(iv) The total number of shares of the Fund sold during such fiscal
year*:
Class A Shares Class B Shares Class C Shares Total
-------------- -------------- -------------- -----
594,097 3,504,376 643,062 4,741,535
$6,016,836 $35,365,150 $6,570,695 $47,952,681
(v) The number of shares of the Fund sold during such fiscal year in
reliance upon registration pursuant to Rule 24f-2 was:
4,741,535
$47,952,681
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Securities and Exchange Commission
Page 2
May 26, 1995
*Pursuant to Rule 24f-2(c), the filing fee for this Notice was
calculated as follows:
(a) Actual aggregate sales price of
shares sold pursuant to Rule
24f-2 during the fiscal year: $47,952,681
(b) Reduced by the difference between:
(1) The actual aggregate
redemption price of
shares of the Fund
redeemed during the
fiscal year: $22,190,845
and
(2) The actual aggregate
redemption price of
such redeemed shares
previously applied
pursuant to Rule 24e-2(a)
in filings made pursuant
to Section 24(e)(1) of
the 1940 Act: $ -0-
$22,190,845
-----------
(c) Net aggregate sales price: $25,761,836
(d) Fee computed at 1/29 of 1%: $ 8,883.39
An opinion of counsel with respect to the legality of the above shares
accompanies this Notice. If you have any questions or would like further
information, please call me at (617) 338-3433.
Sincerely yours,
/s/ James M. Wall
James M. Wall
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May 26, 1995
Keystone State Tax Free Fund
Keystone Florida Tax Free Fund Portfolio
200 Berkeley Street
Boston, Massachusetts 02116-5034
RE: NOTICE PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT
COMPANY ACT OF 1940 (THE "1940 ACT")
Gentlemen:
I am Senior Vice President of and General Counsel to Keystone
Investment Management Company (formerly Keystone Custodian Funds, Inc.),
investment adviser to Keystone Florida Tax Free Fund (the "Fund"). You have
asked for my opinion with respect to the issuance of 4,741,535 shares of the
Fund under the Fund's Declaration of Trust ("Declaration of Trust") and pursuant
to the Fund's indefinite registration of such shares pursuant to Rule 24f-2
under the 1940 Act.
The Fund is filing its Rule 24f-2 Notice to which this opinion is
appended to make the issuance of such shares definite in number for its fiscal
year ended March 31, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post-Effective Amendment No. 8 to the Fund's
Registration Statement, which covered the public offering and sale of the Fund's
shares for the period during which such shares were issued.
In my opinion, such shares, if issued and sold in accordance with the
Fund's Declaration of Trust, By-Laws, and offering Prospectus, were legally
issued, fully paid, and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the Declaration of Trust and By-Laws and subject to
the limitations stated therein.
My opinion is based upon my examination of the Declaration of Trust; a
review of the minutes of the Fund's Board of Trustees, signed by the Secretary
of the Fund, authorizing the registration of shares pursuant to Rule 24f-2 under
the 1940 Act and the issuance of such additional shares; and the Fund's
Prospectus. In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.
I hereby consent to the use of this opinion in connection with the Rule
24f-2 Notice filed by the Fund making definite the number of such additional
shares issued.
Sincerely yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Vice President
and General Counsel
