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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: Keystone State Tax Free Fund -
Series II
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Keystone California Insured Tax Free Fund
Shares of beneficial interest, no par value
Classes A, B, and C
3. Investment Company Act File Number: 811-8254
Securities Act File Number: 33-73730
4. Last day of fiscal year for which this notice is filed:
November 30, 1995
5. Check box if this notice is being filed for than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year, but before termination of the issuer's 24f-2
declaration:
Not Applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
Not Applicable
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to Rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
-0-
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
-0-
9. Number and aggregate sale price of securities sold during the fiscal year:
1,541,779
$14,399,252
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
1,541,779
$14,399,252
11: Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
40,921
$378,179
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
Rule 24f-2 (from Item 10): $ 14,399,252
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + $ 378,179
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
- $ 3,471,256
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
Rule 24e-2 (if applicable):
+ 0
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on Rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): $ 11,306,175
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(vi) Multiplier prescribed by Section 6(b)
of the Secu- rities Act of 1933 or
other applicable law or regulation x 1/2900
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)] x $ 3,898.68
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in Section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Not applicable
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
BY (Signature and Title): /s/ James M. Wall
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Assistant Secretary
DATE: January 26, 1996
10160729
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January 26, 1996
Keystone State Tax Free Fund - Series II/
Keystone California Tax Free Fund
200 Berkeley Street
Boston, Massachusetts 02116-5034
RE: Form 24f-2 Pursuant to Rule 24f-2 under the Investment
Company Act of 1940 ("1940 Act")
Gentlemen:
I am Senior Vice President of and General Counsel to Keystone
Investment Management Company, investment adviser to Keystone State Tax Free
Fund - Series II (the "Fund"). You have asked for my opinion with respect to the
isssuance of 1,541,779 additional shares of Keystone California Tax Free Fund
(the "Portfolio"), a portfolio of the Fund, under the Fund's Declaration of
Trust, as amended ("Declaration of Trust"), and pursuant to the Fund's
indefinite registration under Rule 24f-2 under the 1940 Act on behalf of the
Portfolio. The Fund is filing its Form 24f-2 to which this opinion is appended
to make the issuance of such shares definite in number for its fiscal year ended
November 30, 1995.
To my knowledge, a Prospectus is on file with the Securities and
Exchange Commission as part of Post Effective Amendment No. 4 to the Fund's
Registration Statement covering the public offering and sale of the shares of
the Portfolio 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, as amended ("By-Laws"), and offering
Prospectus of the Portfolio, were legally issued, fully paid, and nonassessable
by the Fund on behalf of the Portfolio, and 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 Portfolio's
Prospectus. In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.
I hereby consent to the use of this opinion in connection with the
Fund's Form 24f-2 making definite the number of such additional shares issued.
Sincerely yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Vice President and
General Counsel
