KEYSTONE STATE TAX FREE FUND SERIES II
N-30D, 1996-07-30
Previous: KEYSTONE STATE TAX FREE FUND SERIES II, NSAR-A, 1996-07-30
Next: HOME BANCORP/IN, 8-K, 1996-07-30





                                    KEYSTONE
                                     STATE
                                 TAX FREE FUND
                                   SERIES II

                        CALIFORNIA INSURED TAX FREE FUND
                             MISSOURI TAX FREE FUND

                               SEMIANNUAL REPORT
                                  MAY 31, 1996

<PAGE>


PAGE 1
- --------------------------------------
Keystone State Tax Free Fund--Series II

Seeks generous tax-free income from high quality municipal bonds

Dear Shareholder: 

We are pleased to report to you on activities of Keystone State Tax Free 
Fund--Series II for the six-month period which ended May 31, 1996. Following 
this letter we have included a performance summary of the California Insured 
and Missouri Tax Free funds and an interview with Keystone's municipal bond 
department. 

 Interest rates rose during the six-month period resulting in price declines 
for most municipal bonds. The Lehman Municipal Bond Index--a widely 
recognized benchmark of municipal bond performance--returned -0.58% for the 
six-month and 4.57% for the twelve-month periods. Despite negative total 
returns, we think the California Insured and Missouri Funds performed 
satisfactorily during a volatile and challenging period for municipal bond 
investors. 

The unsettled period was triggered by a changed environment of significantly 
higher interest rates. This was not expected by many professional investment 
managers who had anticipated a continuation of moderate economic growth and 
relatively low interest rates. The rate increases resulted in price declines 
for nearly every bond investor. As a result, we believe higher rates have 
added to the attractiveness of municipal bonds, increasing the potential for 
greater tax-free income. 

A period of adjustment 

The past six months can be characterized as a time of adjustment for 
municipal bonds. In December 1995 investors were still enjoying the final 
phase of last year's powerful bond market rally. However, by February 1996, a 
series of economic reports indicated that the economy was stronger than many 
had expected. These reports created uncertainty and raised concerns about 
higher inflation. As a result, interest rates rose and bond prices declined. 
Caution still influences the bond market's tone; however, it appears that 
most of the increase in long-term rates has already occurred. 

Outlook 

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

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

Sincerely, 

[Signature of Albert H. Elfner, III] 
Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc. 

[Signature of George S. Bissell] 
George S. Bissell 
Chairman of the Board 
Keystone Funds 

July 1996 

<PAGE>

PAGE 2
- --------------------------------------
Keystone California Insured Tax Free Fund 

Your Fund's Performance 

Your Fund's objective is to earn generous income, exempt from federal and 
state income tax, while preserving capital.(2) At least 80% of your Fund's 
investments are insured as to timely payment of both principal and interest. 
The Fund is managed by George Kimball, vice president in Keystone's municipal 
bond department. 

Performance 

For the six- and twelve-month periods respectively: 
Class A shares returned -2.36% and 2.74%, 
Class B shares returned -2.73% and 2.06% and 
Class C shares returned -2.64% and 1.96%. 

Portfolio Strategy 

We adjusted the average maturity of the Fund to guide it through changing 
market environments. At the end of 1995, the bond market had just begun to 
undergo the shift from exuberance to caution. For much of 1995, we had 
invested in 20-25 year maturities to maximize price appreciation when prices 
were rising. We began to shorten the Fund's average maturity in January in an 
effort to enhance price stability and give the Fund greater flexibility. We 
accomplished this by investing in bonds with 15-20 year maturities. The 
Fund's average maturity fell from 22 years on November 30, 1995 to 20 years 
on May 31, 1996. 

  We also utilized this period of rising rates to add higher yielding 
securities to the Fund. We sold lower yielding bonds and swapped into higher 
yielding bonds that we considered to be undervalued by investors. Throughout 
the entire six-month reporting period, we invested in bonds with good call 
protection to maintain the Fund's income. 

Economic Environment 

California's economy has begun to recover from the most severe downturn it 
has encountered since the Great Depression. Employment growth, stemming from 
international trade, business services, high technology and entertainment and 
tourism, has enabled the state to recapture all the jobs lost during that 
recent recession. Budget problems persist, however. Though California's 
budget has been aided by a stronger than expected economy, the state 
continues to have an accumulated budget deficit. 

  Our outlook for the state is cautious. We recognize the improvement in 
California's economy, and are encouraged by investors' positive response to 
Orange County's most recent debt offering. We are concerned about the state's 
continuing budget pressures, however. Job cuts in defense and aerospace are 
expected to cause employment growth to moderate over the next few years at a 
time when we look for the state's budget to endure additional pressure for 
education, social services and correctional facilities. Further, the Governor 
has proposed a 15% reduction in both the personal and corporate income tax. 
If fully enacted, the tax cut could cost the state approximately $4.7 billion 
in revenues. The move would benefit taxpayers; however, it also could be 
viewed as imprudent by bondholders, since revenues are needed to meet other 
fiscal obligations. 

Portfolio Quality Summary 
as of May 31, 1996 

S&P Rating (3) 
(as a percentage of portfolio assets) 

AAA      (84%) 
AA        (1%) 
BBB      (14%) 
Not Rated (1%) 

Average Quality: AAA 

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

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

<PAGE>

PAGE 3
- --------------------------------------
Keystone California Insured Tax Free Fund


Growth of an investment in
Keystone California Insured Tax Free Fund
Class A

In Thousands

                              2/94      5/94      5/95       5/96
Reinvested Distributions     9,404     9,114     9,876     10,147
Initial Investment           9,363     8,944     9,163      8,934

A $10,000 investment in Keystone California Insured Tax Free Fund Class A
made on February 1, 1994 with all distributions reinvested was worth $10,147
on May 31, 1996. Past performance is no guarantee of future results.

Taxable Equivalent Yields(4) 
<TABLE>
<CAPTION>

                                              Federal Tax Bracket 
- -----------------------------------      ----------------------------- 
                                            31%        36%       39.6% 
- -----------------------------------      -----      -----      ------- 
<S>                                      <C>       <C>        <C>
(combined state & federal)              (38.59%)   (43.04%)   (46.24%) 
- -----------------------------------      -----      -----      ------- 

Yield                                      Taxable Equivalent Yield 
- -----------------------------------      ----------------------------- 
5.0%                                       8.1%       8.8%        9.3% 
5.5%                                       9.0%       9.7%       10.2% 
6.0%                                       9.8%      10.5%       11.2% 
- -----------------------------------      -----      -----      ------- 
</TABLE>

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

- ----------
(4) The table is based on federal tax brackets. The 31% bracket includes 
single filers earning $53,501-115,000 and joint filers earning 
$89,151-140,000; the 36% bracket includes single filers earning 
$115,001-250,000 and joint filers earning $140,001-250,000; the 39.6% bracket 
includes single and joint filers earning over $250,000. 

Six-Month Performance                           as of May 31, 1996 

<TABLE>
<CAPTION>
                                   Class A    Class B      Class C 
<S>                    <C>         <C>         <C>          <C>
Total returns*                      -2.36%      -2.73%       -2.64% 
Net asset value        11/30/95    $ 9.86      $ 9.82       $ 9.80 
                        5/31/96    $ 9.38      $ 9.34       $ 9.33 
Dividends                          $ 0.25      $ 0.22       $ 0.22 
Capital gains                       None        None         None 
</TABLE>

* Before deduction of front-end or contingent deferred sales 
charge (CDSC). 

Historical Record                               as of May 31, 1996 
<TABLE>
<CAPTION>
Average annual returns             Class A     Class B     Class C 
<S>                                  <C>         <C>         <C>
1-year w/o sales charge               2.74%       2.06%      1.96% 
1-year                               -2.14%      -1.83%      1.96% 
Life of Class                         0.63%       1.06%      2.14% 
</TABLE>

Class A, Class B and Class C share performance is reported from the 
commencement of investment operations on February 1, 1994. 

  Class A share performance is reported at the current maximum front-end sales 
charge of 4.75%. 

  Class B shares purchased after June 1, 1995 are subject to a contingent 
deferred sales charge (CDSC) that declines from 5% to 1% over six years from 
the month purchased. Performance assumes that shares were redeemed after the 
end of a one-year holding period and reflects the deduction of a 4% CDSC. 

  Class C share performance reflects the return you would have received after 
holding shares for one year and redeeming at the end of the period. 

  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 4
- --------------------------------------
Keystone Missouri Tax Free Fund 

Your Fund's Performance 

Your Fund's objective is to earn generous income, exempt from federal and 
state income tax, while preserving capital.(5) The Fund is managed by Daniel 
A. Rabasco, vice president in Keystone's municipal bond department. 

Performance 

For the six- and twelve-month periods respectively: 
Class A shares returned -1.80% and 3.16%, 
Class B shares returned -2.29% and 2.29% and 
Class C shares returned -2.19% and 2.40%. 

Portfolio Strategy 

We employed several strategies in managing your Fund. A limited supply of 
Missouri bonds, as well as the changing interest rate environment created a 
climate that was especially challenging for Missouri investors. 

  Throughout the period, we sought insured, non-callable bonds with high 
coupons. These bonds provided attractive income and relative stability in an 
environment of changing interest rates. We also invested in some BBB-rated 
securities--primarily hospitals, which provided additional yield. We believed 
that these bonds represented good investment opportunity that was sometimes 
undervalued in the market. 

  We adjusted the Fund's average maturity to guide it through the two 
different interest rate environments. When prices rose and yields fell, we 
invested in bonds with 30-year maturities and non-callable zero coupon bonds, 
to capture price appreciation. When yields rose and prices declined, we 
shortened the Fund's average maturity by investing in bonds with 20-year 
maturities. As of the end of May 1996, your Fund's average maturity was 20 
years and its average quality was AA. 

Economic Environment 

Missouri's economy continues to outperform the national economy. As of April 
1996, the state's unemployment rate stood at 4.1%, which was well below the 
national rate of 5.4%. Employment growth has been steady, stemming from 
increases in the service sector and particularly, health and computer 
services. In 1995, jobs in Missouri grew at a 3.0% rate. 

  Missouri's strong economy and prudent fiscal management continues to result 
in large budget surpluses. The state ended fiscal 1995 with a $750 million 
general fund balance, which was equal to approximately 10% of general fund 
expenditures. 

Outlook 

We expect many of the positive trends we have seen in the state to continue. 
We think Missouri should experience above average economic growth due to the 
state's relatively low cost of living and its role as a distribution hub in 
the central U.S. Job growth in the service sector is expected to offset 
potential losses in manufacturing. Finally, we believe that Missouri's 
extremely low debt levels and prudent fiscal management will continue to 
support its strong reputation among investors. 

Portfolio Quality Summary
as of May 31, 1996

S&P Rating(6)

    AAA    (50%)
    BBB     (9%)
    A      (15%)
    AA     (26%)

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

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

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


<PAGE>

PAGE 5
- --------------------------------------
Keystone Missouri Tax Free Fund


Growth of an investment in
Keystone Missouri Tax Free Fund
Class A

In Thousands

                              2/94      5/94      5/95       5/96
Reinvested Distributions     9,462     9,173     9,937     10,251
Initial Investment           9,420     9,001     9,220      9,039

A $10,000 investment in Keystone Missouri Tax Free Fund Class A
made on February 1, 1994 with all distributions reinvested was worth $10,251
on May 31, 1996. Past performance is no guarantee of future results.

Taxable Equivalent Yields(7)

<TABLE>
<CAPTION>

                                              Federal Tax Bracket 
- -----------------------------------      ----------------------------- 
                                            31%        36%       39.6% 
- -----------------------------------      -----      -----      ------- 
<S>                                     <C>        <C>        <C>
(combined state & federal)              (33.86%)   (38.46%)   (41.79%) 
- -----------------------------------      -----      -----      ------- 
Yield                                      Taxable Equivalent Yield 
- -----------------------------------      ----------------------------- 
5.0%                                       7.6%       8.1%        8.6% 
5.5%                                       8.3%       8.9%        9.4% 
6.0%                                       9.1%       9.7%       10.3% 
- -----------------------------------      -----      -----      ------- 
</TABLE>
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 $53,501-115,000 and joint filers earning 
$89,151-140,000; the 36% bracket includes single filers earning 
$115,001-250,000 and joint filers earning $140,001-250,000; the 39.6% bracket 
includes single and joint filers earning over $250,000. 

 Six-Month Performance as of May 31, 1996 

<TABLE>
<CAPTION>
                             Class A     Class B      Class C 
<S>              <C>          <C>         <C>          <C>
Total returns*                 -1.80%      -2.29%       -2.19% 
Net asset 
  value          11/30/95     $ 9.91      $ 9.80       $ 9.79 
                  5/31/96     $ 9.49      $ 9.37       $ 9.37 
Dividends                     $ 0.25      $ 0.21       $ 0.21 
Capital gains                   None        None         None 
</TABLE>

  * Before deduction of front-end or contingent deferred sales 
  charge (CDSC). 

Historical Record as of May 31, 1996 

<TABLE>
<CAPTION>
 Average annual returns     Class A     Class B      Class C 
<S>                           <C>         <C>           <C>
1-year w/o sales charge       3.16%       2.29%        2.40% 
1-year                       -1.74%      -1.62%        2.40% 
Life of Class                 1.07%       1.17%        2.30% 
</TABLE>

Class A, Class B and Class C share performance is reported from the 
commencement of investment operations on February 1, 1994. 

  Class A share performance is reported at the current maximum front-end sales 
charge of 4.75%. 

  Class B shares purchased after June 1, 1995 are subject to a contingent 
deferred sales charge (CDSC) that declines from 5% to 1% over six years from 
the month purchased. Performance assumes that shares were redeemed after the 
end of a one-year holding period and reflects the deduction of a 4% CDSC. 

  Class C share performance reflects the return you would have received after 
holding shares for one year and redeeming at the end of the period. 

  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 6
- --------------------------------------
Keystone State Tax Free Fund--Series II

                              A Discussion With 
                            Your Fund's Management 

The Keystone State Tax Free Funds are managed by Keystone's municipal bond 
team, headed by senior portfolio manager Betsy Blacher. The team includes 
portfolio managers George Kimball, Daniel A. Rabasco, analyst David Moore and 
trader Craig Kasap. The team is dedicated to researching, analyzing and 
evaluating municipal bonds for Keystone funds. 

Q   What do the Funds offer investors? 

A  The Funds are designed for tax-sensitive investors who seek a high level 
of current income exempt from federal income tax, while preserving 
capital.(8) The Funds offer professional management and diversification by 
investing in a portfolio of quality municipal bonds. 

Q   How do you select securities? 

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

Q   What was the tone of the municipal bond market over the past six months? 

A  As we began the reporting period in December 1995, investors were still 
enjoying the final phase of last year's strong bond market rally. By February 
1996, expectations of a slowing economy and further interest rate declines 
gave way to stronger economic growth. Higher than expected employment numbers 
in February raised concerns about higher inflation. This caused interest 
rates to rise and bond prices to decline. At the end of May, investors 
continued to be cautious, but seemed to have a greater comfort level with the 
outlook for the economy and inflation. 

Q   How did you manage the portfolios in these different environments? 

A  The sudden and dramatic shift in sentiment surprised many professional 
managers. Our forecast for 1996 was for a continuation of the slow growth, 
low interest rate and controlled inflation environment. Based on this 
forecast, we generally had a slightly longer average maturity in our 
portfolios than our peers. Longer term bonds tend to be more sensitive to 
changes in interest rates and provide higher income than shorter term bonds. 
With interest rates expected to remain stable or decline slightly, we thought 
a longer average maturity made sense. When interest rates rose and bond 
prices declined in February, our longer maturity caused some of the 
portfolios to slightly lag the performance of municipal bond indexes. As 
yields rose, we concentrated on building income. We swapped out of the lower 
yielding issues into higher yielding bonds that we considered undervalued. 

Q   How does the municipal bond market look going forward? 

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

  We believe the environment continues to be attractive for investors. 
Municipal bonds have recently outperformed their taxable counterparts -- U.S. 
Treasury securities. In addition, we think that this higher interest rate 
environment should be positive for investors seeking tax-free income. 

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

<PAGE>

PAGE 7
- --------------------------------------
Keystone State Tax Free Fund--Series II


Q   What is your outlook? 

A  In the coming months, we expect municipal bonds to trade in a narrow 
range, with yields somewhat higher than 1995. The market has endured some 
price declines. However, we believe that this environment of higher interest 
rates should hold new opportunity for income-oriented investors. We expect 
that news of moderate economic strength and well contained inflation should 
support prices that are close to current levels. 

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

A  It is true that municipal bonds have fluctuated more than you would expect 
in comparison to long-term historical price changes. However, we have also 
witnessed some of the most dramatic and abrupt changes in interest rates in 
more than 20 years. Because changes in interest rates are an important 
influence on municipal bonds, the dramatic changes in recent years have 
resulted in greater bond price fluctuations than usual. While predicting the 
short-term movements of interest rates can be difficult, we expect an 
improved environment over the long-term. In fact, we think that municipal 
bonds have become more attractive as opportunities to shelter income have 
dwindled and the supply of municipals has declined. 

  We know that the markets and interest rates are influenced by changes in the 
economic and business cycle over the short term. However, over the long term, 
we believe tax-free bonds should provide attractive returns and income. 
Today, we think municipal bonds offer significant opportunities for 
investors. Inflation is still relatively low by historical standards and, 
real yields--after factoring in the effects of taxes and inflation--are 
historically high, in our opinion. For example, a 10-year AA-rated bond was 
yielding 5.15% on May 31, 1996. For an investor in the 36% tax bracket, the 
taxable equivalent yield is 8.05%.(9) We think this yield is very attractive 
especially when you consider that inflation has been relatively low. 

<TABLE>
<CAPTION>
<S>                                          <C>
10-year AA-rated bond yield                  5.15% 
Tax equivalent yield for investor 
 in the 36% federal tax bracket              8.05% 
Less 3% inflation                           -3.00% 
                                             ----- 
Net taxable equivalent yield 
 (after-tax, net of inflation)               5.05% 
                                             ===== 
</TABLE>
  Of course, the most compelling reason to own municipals is for their 
relatively attractive tax-free yields.(10) As of May 31, 1996, a selection of 
20-year A-rated municipal bonds were yielding approximately 89% of comparable 
U.S. Treasuries.(11) With inflation relatively low, the after-tax and after 
inflation yields to investors is very attractive. 

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

- ----------
(9) Yields are presented for illustrative purposes only and do not reflect 
your Fund's yield. Your yield and return is dependent on the Fund's yield and 
your individual tax situation. 

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

(11) Source: Keystone Investments, Inc. Based on a selection of 30-year 
A-rated municipal bonds versus the yield on the 30-year U.S. Treasury bond on 
May 31, 1996. 


<PAGE>

PAGE 8
- --------------------------------------
Keystone California Insured Tax Free Fund 

SCHEDULE OF INVESTMENTS--May 31, 1996 
(Unaudited) 

<TABLE>
<CAPTION>
                                                         Coupon    Maturity   Principal     Market 
                                                          Rate       Date       Amount       Value 
 -----------------------------------------------------    -----     ---------   -------   --------- 
<S>                                                       <C>     <C>        <C>          <C>
MUNICIPAL BONDS (98.1%) 
California Housing Finance Agency, Home Mortgage, 
  Series B (MBIA)                                         5.650%  02/01/2016 $  605,000   $  572,499 
California Housing Finance Agency, Home Mortgage, 
  Series B                                                8.600   08/01/2019    240,000      250,925 
California Housing Finance Agency, Home Mortgage, 
  Series E                                                6.050   08/01/2015  1,000,000      987,340 
California Housing Finance Agency, Home Mortgage, 
  Series L (MBIA)                                         5.900   08/01/2017  1,000,000      973,810 
California State Public Works Board, Series A, 
  Department of Corrections (AMBAC)                       5.700   01/01/2011    550,000      545,523 
California State Public Works Board, Series A, 
  Department of Justice Building (FSA)                    5.625   05/01/2020  1,000,000      942,920 
Corona, California, Redevelopment Agency, Tax 
  Allocation, Refunding Redevelopment Project, Area A, 
  Series A (FGIC)                                         6.250   09/01/2016    500,000      508,010 
Elk Grove, California Unified School District, 
  Special Tax, Community Facilities, District No. 1 
  (AMBAC)                                                 6.500   12/01/2024    500,000      539,060 
Foothill/Eastern Transportation Corridor Agency, 
  California, Toll Road Revenue, Senior Lien, Series A    6.000   01/01/2034  1,000,000      922,220 
La Canada, California, Unified School District, 
  Capital Appreciation (effective yield 6.35%) 
  (FGIC)(b)                                               0.000   08/01/2011    500,000      204,385 
Los Angeles, California, Community Redevelopment 
  Agency Refunding, Tax Allocation (FSA)                  6.500   12/01/2016    750,000      777,533 
Los Angeles, California, Convention and Exhibition 
  Center Authority, Lease Refunding, Series A (MBIA)      6.000   08/15/2010  1,000,000    1,018,450 
Los Angeles, California, Convention and Exhibition 
  Center Authority, Lease Refunding, Series A (MBIA)      5.375   08/15/2018    240,000      219,485 
Los Angeles, California, Department of Airports, 
  Series A (FGIC)                                         5.500   05/15/2010    120,000      117,896 
MSR Public Power Agency, California, San Juan 
  Project, Series B (MBIA)                                6.750   07/01/2011    400,000      430,744 
Madera County, California, Certificates of 
  Participation, Valley Children's Hospital (MBIA)        6.250   03/15/2007    250,000      264,337 
Oakland, California, Redevelopment Agency, Tax 
  Allocation, Central District Redevelopment (MBIA)       5.000   09/01/2021  1,000,000      872,990 
Oakland, California, Revenue Refunding, Series A 
  (FGIC)                                                  7.600   08/01/2021  3,750,000    4,040,363 
Rio Linda, California, Unified School District, 
  Series A (AMBAC)                                        7.400   08/01/2010  1,185,000    1,338,517 
Riverside County, California, Transportation 
  Commission, Sales Tax Revenue, Series A (FGIC)          6.000   06/01/2009  1,000,000    1,042,820 
Sacramento, California, City Financing Authority, 
  Capital Appreciation, Combined Project B (MBIA) 
  (effective yield 7.30%)(b)                              0.000   11/01/2017  1,055,000      285,979 
Sacramento, California, Power Authority, Cogeneration 
  Project                                                 5.875   07/01/2015  3,000,000    2,802,090 
San Bernardino, California, Joint Powers Financing 
  Authority, Tax Allocation Revenue, Series A (FSA)       5.750   10/01/2015  2,000,000    1,947,240 

                                      
<PAGE>

PAGE 9
- --------------------------------------
Keystone California Insured Tax Free Fund

 
San Diego County, California, Water Authority, Water 
 Revenue, Certificates of Participation (FGIC)            5.681%  04/23/2008 $2,000,000  $ 2,025,140 
San Joaquin Hills, California, Transportation 
  Corridor Agency, Toll Road Revenue                      7.000   01/01/2030    400,000      412,224 
San Jose, California, Redevelopment Tax Allocation, 
  Merged Area Redevelopment Project (MBIA)                6.000   08/01/2015  1,230,000    1,260,885 
San Mateo, Foster City, California, School District 
  Capital Appreciation, Series C (FGIC) (effective 
  yield 5.60%)(b)                                         0.000   09/01/2003    100,000       68,739 
Santa Ana, California, Financing Authority Lease, 
  Police Administration and Holding Facility, Series A 
  (MBIA)                                                  6.250   07/01/2015    300,000      316,131 
Santa Ana, California, Financing Authority Lease, 
  Police Administration and Holding Facility, Series A 
  (MBIA)                                                  6.250   07/01/2024  2,000,000    2,101,340 
Southern California Public Power Authority, 
  Transmission Project Revenue (FSA) (effective yield 
  7.30%)(b)                                               0.000   07/01/2014  1,500,000      508,965 
 -----------------------------------------------------     ----      -------      -----      ------- 
TOTAL MUNICIPAL BONDS (Cost--$28,561,325)                                                 28,298,560 
 -----------------------------------------------------     ----      -------      -----      ------- 
TEMPORARY TAX-EXEMPT INVESTMENT (0.5%) 
Anaheim, California, Certificates of Participation 
  (Cost $155,000)(a)                                      3.300   08/01/2019    155,000      155,000 
 -----------------------------------------------------     ----      -------      -----      ------- 
TOTAL INVESTMENTS (Cost $28,716,325)                                                      28,453,560 
OTHER ASSETS AND LIABILITIES--NET (1.4%)                                                     387,788 
 -----------------------------------------------------     ----      -------      -----      ------- 
NET ASSETS (100.0%)                                                                      $28,841,348 
 -----------------------------------------------------     ----      -------      -----      ------- 
</TABLE>

(a) Variable or floating rate instruments with periodic demand features. The 
Fund is entitled to full payment of principal and accrued interest upon 
surrendering the security to the issuing agent according to the terms of the 
demand features. 

(b) Effective yield (calculated at the date of purchase) is the annual yield 
at which the bond accretes until its maturity date. 

Legend of Portfolio Abbreviations 
AMBAC--American Municipal Bond Assurance Corporation 
FGIC--Financial Guaranty Insurance Corporation 
FSA--Financial Security Assurance 
MBIA--Municipal Bond Insurance Association 

See Notes to Financial Statements. 

                                     
<PAGE>

PAGE 10
- --------------------------------------
Keystone California Insured Tax Free Fund


FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                                                                        February 1, 1994 
                                                        Six Months                      (Commencement of 
                                                          Ended         Year Ended       Operations) to 
                                                         May 31,       November 30,       November 30, 
                                                           1996            1995               1994 
- ---------------------------------------------------     -----------    --------------   ---------------- 
                                                       (Unaudited) 
<S>                                                        <C>             <C>               <C>
Net asset value beginning of period                        $9.86           $8.70             $10.00 
- ---------------------------------------------------      ---------      ------------      -------------- 
Income from investment operations: 
Net investment income                                       0.24            0.49               0.44 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts                 (0.47)           1.17              (1.30) 
- ---------------------------------------------------      ---------      ------------      -------------- 
Total from investment operations                           (0.23)           1.66              (0.86) 
- ---------------------------------------------------      ---------      ------------      -------------- 
Less distributions from: 
Net investment income                                      (0.25)          (0.47)             (0.44) 
In excess of net investment income                             0           (0.03)                 0 
- ---------------------------------------------------      ---------      ------------      -------------- 
Total distributions                                        (0.25)          (0.50)             (0.44) 
- ---------------------------------------------------      ---------      ------------      -------------- 
Net asset value end of period                              $9.38           $9.86              $8.70 
- ---------------------------------------------------      ---------      ------------      -------------- 
Total return (d)                                           (2.36%)         19.63%             (8.78%)(c) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                             0.76%(a)(b)     0.72%(b)           0.41%(a) 
 Total expenses excluding reimbursement                     1.12%(a)        1.31%              1.66%(a) 
 Net investment income                                      5.01%(a)        5.37%              5.53%(a) 
Portfolio turnover rate                                       58%            119%               104% 
- ---------------------------------------------------      ---------      ------------      -------------- 
Net assets end of period (thousands)                      $4,525          $4,555             $3,006 
- ---------------------------------------------------      ---------      ------------      -------------- 
</TABLE>

(a) Annualized 

(b) "Ratio of total expenses to average net assets" for the six months ended 
    May 31, 1996 and year ended November 30, 1995 includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratio would have 
    been 0.75% and 0.69%, respectively. 

(c) Total return is calculated from February 1, 1994 (Commencement of 
    Operations) to November 30, 1994. 

(d) Excluding applicable sales charges. 


See Notes to Financial Statements. 

                                      
<PAGE>

PAGE 11
- --------------------------------------
Keystone California Insured Tax Free Fund


FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                                                                        February 1, 1994 
                                                                                        (Commencement of 
                                                      Six Months         Year Ended      Operations) to 
                                                         Ended          November 30,      November 30, 
                                                     May 31, 1996           1995              1994 
- ------------------------------------------------    ---------------    --------------   ---------------- 
                                                      (Unaudited) 
<S>                                                       <C>               <C>               <C>
Net asset value beginning of period                       $9.82             $8.68             $10.00 
- ------------------------------------------------      -------------      ------------      -------------- 
Income from investment operations: 
Net investment income                                      0.21              0.44               0.40 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts                (0.47)             1.17              (1.28) 
- ------------------------------------------------      -------------      ------------      -------------- 
Total from investment operations                          (0.26)             1.61              (0.88) 
- ------------------------------------------------      -------------      ------------      -------------- 
Less distributions from: 
Net investment income                                     (0.22)            (0.44)             (0.40) 
In excess of net investment income                            0             (0.03)             (0.04) 
- ------------------------------------------------      -------------      ------------      -------------- 
Total distributions                                       (0.22)            (0.47)             (0.44) 
- ------------------------------------------------      -------------      ------------      -------------- 
Net asset value end of period                             $9.34             $9.82              $8.68 
- ------------------------------------------------      -------------      ------------      -------------- 
Total return (d)                                          (2.73%)           18.95%             (9.00%)(c) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                            1.51%(a)(b)       1.48%(b)           1.16%(a) 
 Total expenses excluding reimbursement                    1.88%(a)          2.07%              2.36%(a) 
 Net investment income                                     4.26%(a)          4.57%              4.83%(a) 
Portfolio turnover rate                                      58%              119%               104% 
- ------------------------------------------------      -------------      ------------      -------------- 
Net assets end of period (thousands)                    $22,791           $22,743            $11,415 
- ------------------------------------------------      -------------      ------------      -------------- 
</TABLE>
(a) Annualized 

(b) "Ratio of total expenses to average net assets" for the six months ended 
    May 31, 1996 and year ended November 30, 1995 includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratio would have 
    been 1.50% and 1.45%, respectively. 

(c) Total return is calculated from February 1, 1994 (Commencement of 
    Operations) to November 30, 1994. 

(d) Excluding applicable sales charges. 

See Notes to Financial Statements. 


<PAGE>

PAGE 12
- --------------------------------------
Keystone California Insured Tax Free Fund


FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 


<TABLE>
<CAPTION>
                                                                                        February 1, 1994
                                                             Six Months                  (Commencement of 
                                                                Ended      Year Ended     Operations) to 
                                                               May 31,      November       November 30, 
                                                                1996        30, 1995           1994 
 ---------------------------------------------------------    ----------    ----------   ---------------- 
                                                             (Unaudited) 
<S>                                                             <C>           <C>             <C>
Net asset value beginning of period                             $9.80         $8.68           $10.00 
 ---------------------------------------------------------      --------      --------     -------------- 
Income from investment operations: 
Net investment income                                            0.21          0.43             0.39 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  (0.46)         1.15            (1.29) 
 ---------------------------------------------------------      --------      --------     -------------- 
Total from investment operations                                (0.25)         1.58            (0.90) 
 ---------------------------------------------------------      --------      --------     -------------- 
Less distributions from: 
Net investment income                                           (0.22)        (0.43)           (0.39) 
In excess of net investment income                                  0         (0.03)           (0.03) 
 ---------------------------------------------------------      --------      --------     -------------- 
Total distributions                                             (0.22)        (0.46)           (0.42) 
 ---------------------------------------------------------      --------      --------     -------------- 
Net asset value end of period                                   $9.33         $9.80            $8.68 
 ---------------------------------------------------------      --------      --------     -------------- 
Total return (d)                                                (2.64%)       18.69%           (9.08%)(c) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                  1.51%(a)(b)   1.49%(b)         1.16%(a) 
 Total expenses excluding reimbursement                          1.87%(a)      2.07%            2.38%(a) 
 Net investment income                                           4.27%(a)      4.51%            4.96%(a) 
Portfolio turnover rate                                            58%          119%             104% 
 ---------------------------------------------------------      --------      --------     -------------- 
Net assets end of period (thousands)                           $1,525        $1,535             $624 
 ---------------------------------------------------------      --------      --------     -------------- 
</TABLE>

(a) Annualized 

(b) "Ratio of total expenses to average net assets" for the six months ended 
    May 31, 1996 and year ended November 30, 1995 includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratio would have 
    been 1.50% and 1.46%, respectively. 

(c) Total return is calculated from February 1, 1994 (Commencement of 
    Operations) to November 30, 1994. 

(d) Excluding applicable sales charges. 


See Notes to Financial Statements. 


<PAGE>

PAGE 13
- --------------------------------------
Keystone California Insured Tax Free Fund


STATEMENT OF ASSETS AND LIABILITIES 
May 31, 1996 
(Unaudited) 

- -----------------------------------------------------------------------
Assets (Notes 1 and 4) 
  Investments at market value (identified cost-- 
    $28,716,325)                                          $28,453,560 
  Cash                                                          2,995 
  Receivable for: 
   Investments sold                                           932,038 
   Fund shares sold                                             2,997 
   Interest                                                   580,584 
 Due from Investment Adviser                                   21,362 
 Unamortized organization expenses                              3,605 
 Prepaid expenses                                               1,001 
 -----------------------------------------------------      ---------- 
         Total assets                                      29,998,142 
 -----------------------------------------------------      ---------- 
Liabilities (Notes 1, 2 and 4) 
  Payable for: 
   Investments purchased                                    1,032,255 
   Distribution to shareholders                               113,200 
   Distribution fees                                            2,297 
  Accrued reimbursable expenses                                   970 
  Other accrued expenses                                        8,072 
 -----------------------------------------------------      ---------- 
         Total liabilities                                  1,156,794 
 -----------------------------------------------------      ---------- 
Net assets                                                $28,841,348 
 -----------------------------------------------------      ---------- 
Net assets represented by (Note 1) 
  Paid-in capital                                         $29,229,473 
  Accumulated distributions in excess of net 
    investment income                                         (50,305) 
  Accumulated net realized loss on investments and 
    closed futures contracts                                  (75,055) 
  Net unrealized depreciation on investments                 (262,765) 
 -----------------------------------------------------      ---------- 
         Total net assets                                 $28,841,348 
 -----------------------------------------------------      ---------- 
Net asset value per share (Note 2) 
  Class A Shares 
   Net asset value of $4,525,155 / 482,253 shares 
     outstanding                                                $9.38 
   Offering price per share ($9.38 / 0.9525) (based 
    on a sales charge of 4.75% of the offering price 
    on May 31, 1996)                                            $9.85 
 Class B Shares 
   Net asset value of $22,790,722 / 2,439,795 
     shares outstanding                                         $9.34 
 Class C Shares 
   Net asset value of $1,525,471 / 163,548 shares 
    outstanding                                                 $9.33 
 -----------------------------------------------------      ---------- 

STATEMENT OF OPERATIONS 
Six Months Ended May 31, 1996 
(Unaudited) 
- -----------------------------------------------------------------------

Investment income (Note 1) 
  Interest                                              $   869,947 
Expenses (Notes 1, 2 and 4) 
  Management fee                         $    83,065 
  Transfer agent fee                          15,567 
  Custodian fees                              17,966 
  Accounting                                  10,383 
  Auditing                                     5,440 
  Legal                                        2,581 
  Printing                                     5,445 
  Registration fees                            5,299 
  Organization expenses                          686 
  Distribution Plan expenses                 118,103 
  Miscellaneous expenses                         843 
  Reimbursement from Investment 
  Adviser                                    (54,531) 
- --------------------------------------      --------      ---------- 
    Total expenses                           210,847 
    Less: Indirectly paid expenses 
  (Note 4)                                    (2,327) 
- --------------------------------------      --------      ---------- 
   Net expenses                                             208,520 
- --------------------------------------      --------      ---------- 
   Net investment income                                    661,427 
- --------------------------------------      --------      ---------- 
Net realized and unrealized 
 gain (loss) on investments 
 (Notes 1 and 3) 
  Net realized gain on investments           325,426 
  Net change in unrealized 
   depreciation on investments            (1,799,324) 
- --------------------------------------      --------      ---------- 
  Net realized and unrealized loss on 
   investments                                           (1,473,898) 
- --------------------------------------      --------      ---------- 
  Net decrease in net assets 
   resulting from operations                             ($ 812,471) 
======================================      ========      ========== 

See Notes to Financial Statements. 

<PAGE>

PAGE 14
- --------------------------------------
Keystone California Insured Tax Free Fund


STATEMENTS OF CHANGES IN NET ASSETS 
<TABLE>
<CAPTION>
                                                                             Six Months         Year Ended 
                                                                                Ended          November 30, 
                                                                            May 31, 1996           1995 
- ------------------------------------------------------------------------    -------------   ---------------- 
                                                                             (Unaudited) 
<S>                                                                          <C>               <C>
Operations (Notes 1 and 3) 
 Net investment income                                                       $   661,427       $   970,169 
 Net realized gain on investments and closed futures contracts                   325,426           671,239 
 Net change in unrealized appreciation (depreciation) on investments          (1,799,324)        1,882,439 
- ------------------------------------------------------------------------      -----------      -------------- 
    Net increase (decrease) in net assets resulting from operations             (812,471)        3,523,847 
- ------------------------------------------------------------------------      -----------      -------------- 
Distributions to shareholders from (Note 1) 
 Net investment income: 
  Class A Shares                                                                (121,894)         (180,675) 
  Class B Shares                                                                (526,552)         (746,674) 
  Class C Shares                                                                 (36,249)          (47,288) 
 In excess of net investment income: 
  Class A Shares                                                                       0           (12,433) 
  Class B Shares                                                                       0           (51,381) 
  Class C Shares                                                                       0            (3,254) 
- ------------------------------------------------------------------------      -----------      -------------- 
   Total distributions to shareholders                                          (684,695)       (1,041,705) 
- ------------------------------------------------------------------------      -----------      -------------- 
Capital share transactions (Note 2) 
 Proceeds from shares sold: 
  Class A Shares                                                                 734,503         1,987,577 
  Class B Shares                                                               3,657,482        11,405,882 
  Class C Shares                                                                 232,265         1,005,793 
 Payment for shares redeemed: 
  Class A Shares                                                                (566,506)         (918,227) 
  Class B Shares                                                              (2,635,291)       (2,323,287) 
  Class C Shares                                                                (176,850)         (229,742) 
 Net asset value of shares issued in reinvestment of dividends and 
  distributions: 
  Class A Shares                                                                  40,135            45,806 
  Class B Shares                                                                 200,765           307,457 
  Class C Shares                                                                  19,432            24,916 
- ------------------------------------------------------------------------      -----------      -------------- 
   Net increase in net assets resulting from capital share transactions        1,505,935        11,306,175 
- ------------------------------------------------------------------------      -----------      -------------- 
   Total increase in net assets                                                    8,769        13,788,317 
Net assets: 
 Beginning of period                                                          28,832,579        15,044,262 
- ------------------------------------------------------------------------      -----------      -------------- 
 End of period [Including accumulated distributions in excess of net 
  investment income as follows: 1996--($50,305) and 1995--($27,037)] 
  (Note 1)                                                                   $28,841,348       $28,832,579 
========================================================================      ===========      ============== 
</TABLE>

See Notes to Financial Statements. 


<PAGE>

PAGE 15
- --------------------------------------
Keystone Missouri Tax Free Fund

SCHEDULE OF INVESTMENTS--May 31, 1996 
(Unaudited) 

<TABLE>
<CAPTION>
                                                             Coupon    Maturity    Principal       Market 
                                                              Rate       Date        Amount        Value 
 ---------------------------------------------------------    -----    ---------    ---------   ----------- 
<S>                                                         <C>       <C>          <C>          <C>
MUNICIPAL BONDS (97.4%) 
 Butler County, Missouri, Public Facilities Authority, 
   Butler County Jail Project (FGIC)                         6.500%   12/01/2014   $1,105,000   $1,154,128 
 Cape Girardeau County, Missouri, Health Care Facilities, 
   Southeast Missouri Hospital Association (MBIA)            5.250    06/01/2016    1,750,000    1,611,435 
 Chesterfield, Missouri, General Obligation                  6.300    02/15/2013      830,000      863,341 
 Clay County, Missouri, Public Building Authority (FGIC)     7.000    05/15/2014    1,000,000    1,095,550 
 Commonwealth of Puerto Rico, General Obligation             6.450    07/01/2017      500,000      518,850 
 Commonwealth of Puerto Rico, Highway and Transportation 
   Authority Revenue, Series Y                               6.250    07/01/2014    1,000,000    1,041,810 
 Jackson County, Missouri, Single Family Mortgage Revenue 
   (effective yield 11.25%)(b)                               0.000    03/01/2015    3,750,000    1,189,613 
 Kansas City, Missouri, Municipal Assistance, Roe 
   Bartle--A (MBIA)                                          5.125    04/15/2015    1,100,000    1,004,641 
 Kansas City, Missouri, Municipal Assistance, Roe 
   Bartle--B (AMBAC)                                         6.000    04/15/2020    1,000,000    1,058,060 
 Missouri Higher Education, Loan Authority, Student 
   Loan, Series B                                            6.750    02/15/2009    1,500,000    1,535,730 
 Missouri State Environmental Improvement and Energy 
   Resource Authority, Water Pollution Control, Capital 
   Appreciation, State Revolving Fund--D (effective yield 
   6.25%)(b)                                                 0.000    01/01/2016      985,000      296,909 
 Missouri State Environmental Improvement and Energy 
   Resource Authority, Water Pollution Control, Capital 
   Appreciation, State Revolving Fund--D (effective yield 
   6.25%)(b)                                                 0.000    01/01/2017      975,000      276,422 
 Missouri State Environmental Improvement and Energy 
   Resource Authority, Water Pollution Control, State 
   Revolving Fund, Kansas City--A                            5.750    01/01/2016    1,000,000      987,030 
 Missouri State Environmental Improvement and Energy 
   Resource Authority, Water Pollution Control, State 
   Revolving Fund, Series A                                  5.800    01/01/2015      500,000      491,465 
 Missouri State Environmental Improvement and Energy 
   Resource Authority, Water Pollution Control, State 
   Revolving Fund, Series A                                  6.050    07/01/2015      350,000      351,992 
Missouri State Environmental Improvement and Energy 
   Resource Authority, Water Pollution Control, State 
   Revolving Fund, Series B                                  7.200    07/01/2016      600,000      676,602 
 Missouri State Fourth Building, Series A                    5.500    04/01/2020    1,000,000      950,300 
 Missouri State Health and Educational Facilities 
   Authority, BJC Health Systems, Series A                   6.500    05/15/2020      500,000      533,080 
 Missouri State Health and Educational Facilities 
   Authority, Bethesda Health Group, Project A               7.500    08/15/2012    1,000,000    1,007,960 


<PAGE>

PAGE 16
- --------------------------------------
Keystone Missouri Tax Free Fund

SCHEDULE OF INVESTMENTS--May 31, 1996 
(Unaudited) 

Missouri State Health and Educational Facilities 
 Authority, Jefferson Memorial Hospital Obligation 
   Group                                                     6.800%   05/15/2025   $1,000,000   $   954,890 
 Missouri State Health and Educational Facilities 
   Authority, SSM Health Care, Series AA (MBIA)              6.250    06/01/2016    1,500,000     1,546,575 
 Missouri State Housing Development Commission, Single 
   Family, GNMA, Series A                                    7.125    12/01/2014      270,000       287,728 
 Puerto Rico Electric Power Authority, Series T              6.000    07/01/2016      300,000       298,566 
 Puerto Rico Electric Power Authority, Series U              6.000    07/01/2014      320,000       318,531 
 Puerto Rico, Educational, Medical and Environmental 
   Control Facilities, Polytechnic University of Puerto 
   Rico Project, Series A                                    5.700    08/01/2013      400,000       362,816 
 St. Louis County, Missouri, Industrial Development 
   Authority, Health Facilities Revenue, GNMA, Mother of 
   Perpetual Help                                            6.400    08/01/2035      500,000       504,460 
 St. Louis, Missouri, Industrial Development Authority, 
   Sewer and Solid Waste Disposal Facilities, 
   Anheuser-Busch Project                                    5.875    11/01/2026    1,000,000       945,360 
 St. Louis County, Missouri, Mortgage Revenue 
   Certificates, Series D                                    5.650    02/01/2015      250,000       238,573 
 Sikeston, Missouri, Electric Revenue (MBIA)                 6.000    06/01/2013    1,250,000     1,290,262 
 Sikeston, Missouri, Electric Revenue (MBIA)                 6.000    06/01/2014      500,000       513,835 
 Springfield, Missouri, Waterworks Revenue, Series A         5.600    05/01/2023      750,000       714,997 
 University of Missouri, University Revenues Refunding 
   and Improvement                                            5.375    11/01/2013      500,000       473,000 
 ---------------------------------------------------------      ---      -------      -------      --------- 
TOTAL MUNICIPAL BONDS (Cost--$24,777,899)                                                        25,094,511 
 ---------------------------------------------------------      ---      -------      -------      --------- 
TEMPORARY TAX-EXEMPT INVESTMENTS (1.8%) 
 Kansas City, Missouri, Industrial Development Authority, 
   Hospital Revenue, Resh Health Services System 
  (MBIA)(a)                                                  3.850    10/15/2014      200,000       200,000 
 Kansas City, Missouri, Industrial Development Authority, 
   Hospital Revenue, Resh Health Services System 
  (MBIA)(a)                                                  3.850    04/15/2015      200,000       200,000 
 Missouri State Health and Educational Facilities 
   Authority, Christian Health Services (a)                  3.700    12/01/2019       50,000        50,000 
 ---------------------------------------------------------      ---      -------      -------      --------- 
TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS (Cost--$450,000)                                             450,000 
 -------------------------------------------------------------------------------      -------      --------- 
TOTAL INVESTMENTS (Cost--$25,227,899)                                                            25,544,511 
OTHER ASSETS AND LIABILITIES--NET ( 0.8%)                                                           209,786 
 ---------------------------------------------------------      ---      -------      -------      --------- 
NET ASSETS (100.0%)                                                                             $25,754,297 
 ---------------------------------------------------------      ---      -------      -------      --------- 
</TABLE>

(a) Variable or floating rate instruments with periodic demand features. The 
    Fund is entitled to full payment of principal and accrued interest upon 
    surrendering the security to the issuing agent according to the terms of 
    the demand features. 

(b) Effective yield (calculated at the date of purchase) is the yield at 
    which the bond accretes on an annual basis until maturity date. 

Legend of Portfolio Abbreviations 
AMBAC--American Municipal Bond Assurance Corporation 
FGIC--Financial Guaranty Insurance Corporation 
GNMA--Government National Mortgage Association 
MBIA--Municipal Bond Investors Assurance 

See Notes to Financial Statements. 

                               
<PAGE>

PAGE 17
- --------------------------------------
Keystone Missouri Tax Free Fund

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each period) 

<TABLE>
<CAPTION>
                                                                                            February 1, 1994 
                                                            Six Months                      (Commencement of 
                                                              Ended         Year Ended       Operations) to 
                                                             May 31,       November 30,       November 30, 
                                                               1996            1995               1994 
- -------------------------------------------------------     -----------    --------------   ---------------- 
                                                           (Unaudited) 
<S>                                                            <C>             <C>               <C>
Net asset value beginning of period                            $9.91           $8.72             $10.00 
- -------------------------------------------------------      ---------      ------------      -------------- 
Income from investment operations: 
Net investment income                                           0.25            0.50               0.44 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                 (0.42)           1.19              (1.28) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Total from investment operations                               (0.17)           1.69              (0.84) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Less distributions from: 
Net investment income                                          (0.25)          (0.47)             (0.44) 
In excess of net investment income                                 0           (0.03)                 0(e) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Total distributions                                            (0.25)          (0.50)             (0.44) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Net asset value end of period                                  $9.49           $9.91              $8.72 
- -------------------------------------------------------      ---------      ------------      -------------- 
Total return (d)                                               (1.80%)         19.86%             (8.55%)(c) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 0.77%(a)(b)     0.72%(b)           0.43%(a) 
 Total expenses excluding reimbursement                         1.16%(a)        1.32%              1.54%(a) 
 Net investment income                                          4.81%(a)        5.26%              5.38%(a) 
Portfolio turnover rate                                           70%             74%                25% 
- -------------------------------------------------------      ---------      ------------      -------------- 
Net assets end of period (thousands)                          $3,220          $4,848             $3,581 
- -------------------------------------------------------      ---------      ------------      -------------- 
</TABLE>

(a) Annualized 

(b) "Ratio of total expenses to average net assets" for the six months ended 
    May 31, 1996 and year ended November 30, 1995 includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratio would have 
    been 0.75% and 0.69%, respectively. 

(c) Total return is calculated from February 1, 1994 (Commencement of 
    Operations) to November 30, 1994. 

(d) Excluding applicable sales charges. 

(e) Amount represents less than $0.01 per share. 

See Notes to Financial Statements. 


<PAGE>

PAGE 18
- --------------------------------------
Keystone Missouri Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                                                          February 1, 1994 
                                                                                          (Commencement of 
                                                        Six Months        Year Ended       Operations) to 
                                                           Ended         November 30,       November 30, 
                                                       May 31, 1996          1995               1994 
- --------------------------------------------------    ---------------    --------------   ---------------- 
                                                        (Unaudited) 
<S>                                                         <C>               <C>               <C>
Net asset value beginning of period                         $9.80             $8.67             $10.00 
- --------------------------------------------------      -------------      ------------      -------------- 
Income from investment operations: 
Net investment income                                        0.20              0.44               0.40 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts                  (0.42)             1.15              (1.29) 
- --------------------------------------------------      -------------      ------------      -------------- 
Total from investment operations                            (0.22)             1.59              (0.89) 
- --------------------------------------------------      -------------      ------------      -------------- 
Less distributions from: 
Net investment income                                       (0.21)            (0.43)             (0.40) 
In excess of net investment income                              0             (0.03)             (0.04) 
- --------------------------------------------------      -------------      ------------      -------------- 
Total distributions                                         (0.21)            (0.46)             (0.44) 
- --------------------------------------------------      -------------      ------------      -------------- 
Net asset value end of period                               $9.37             $9.80              $8.67 
- --------------------------------------------------      -------------      ------------      -------------- 
Total return (d)                                            (2.29%)           18.79%             (9.06%)(c) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                              1.52%(a)(b)       1.47%(b)           1.16%(a) 
 Total expenses excluding reimbursement                      1.92%(a)          2.08%              2.49%(a) 
 Net investment income                                       4.07%(a)          4.56%              4.70%(a) 
Portfolio turnover rate                                        70%               74%                25% 
- --------------------------------------------------      -------------      ------------      -------------- 
Net assets end of period (thousands)                      $21,092           $21,231            $12,906 
- --------------------------------------------------      -------------      ------------      -------------- 
</TABLE>
(a) Annualized 

(b) "Ratio of total expenses to average net assets" for the six months ended 
    May 31, 1996 and year ended November 30, 1995 includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratio would have 
    been 1.50% and 1.44%, respectively. 

(c) Total return is calculated from February 1, 1994 (Commencement of 
    Operations) to November 30, 1994. 

(d) Excluding applicable sales charges. 

See Notes to Financial Statements. 


<PAGE>

PAGE 19
- --------------------------------------
Keystone Missouri Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                                                            February 1, 1994 
                                                                                            (Commencement of 
                                                             Six Months      Year Ended       Operations) to 
                                                               Ended        November 30,       November 30, 
                                                            May 31, 1996       1995               1994 
- -------------------------------------------------------     -----------    --------------   ---------------- 
                                                           (Unaudited) 
<S>                                                            <C>             <C>               <C>
Net asset value beginning of period                            $9.79           $8.66             $10.00 
- -------------------------------------------------------      ---------      ------------      -------------- 
Income from investment operations: 
Net investment income                                           0.19            0.43               0.39 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                 (0.40)           1.16              (1.29) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Total from investment operations                               (0.21)           1.59              (0.90) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Less distributions from: 
Net investment income                                          (0.21)          (0.43)             (0.39) 
In excess of net investment income                                 0           (0.03)             (0.05) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Total distributions                                            (0.21)          (0.46)             (0.44) 
- -------------------------------------------------------      ---------      ------------      -------------- 
Net asset value end of period                                  $9.37           $9.79              $8.66 
- -------------------------------------------------------      ---------      ------------      -------------- 
Total return (d)                                               (2.19%)         18.78%             (9.25%)(c) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 1.52%(a)(b)     1.46%(b)           1.15%(a) 
 Total expenses excluding reimbursement                         1.91%(a)        2.07%              2.60%(a) 
 Net investment income                                          4.07%(a)        4.56%              4.72%(a) 
Portfolio turnover rate                                           70%             74%                25% 
- -------------------------------------------------------      ---------      ------------      -------------- 
Net assets end of period (thousands)                          $1,443          $1,788             $1,045 
- -------------------------------------------------------      ---------      ------------      -------------- 
</TABLE>
(a) Annualized 

(b) "Ratio of total expenses to average net assets" for the six months ended 
    May 31, 1996 and year ended November 30, 1995 includes indirectly paid 
    expenses. Excluding indirectly paid expenses, the expense ratio would have 
    been 1.50% and 1.44%, respectively. 

(c) Total return is calculated from February 1, 1994 (Commencement of 
    Operations) to November 30, 1994. 

(d) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE>

PAGE 20
- --------------------------------------
Keystone Missouri Tax Free Fund 

STATEMENT OF ASSETS AND LIABILITIES 
May 31, 1996 
(Unaudited) 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------
<S>                                                     <C>
Assets (Notes 1 and 4) 
  Investments at market value (identified cost-- 
    $25,227,899)                                        $25,544,511 
  Cash                                                        3,202 
  Receivable for: 
   Investments sold                                         930,527 
   Fund shares sold                                          24,073 
   Interest                                                 417,168 
  Due from Investment Adviser                                19,708 
  Unamortized organization expenses                           1,982 
  Prepaid expenses                                            1,033 
- ----------------------------------------------------      ---------- 
       Total assets                                      26,942,204 
- ----------------------------------------------------      ---------- 
Liabilities (Notes 1, 2 and 4) 
  Payable for: 
   Investments purchased                                  1,065,892 
    Fund shares redeemed                                     10,434 
    Distributions to shareholders                            98,377 
    Distribution fees                                         2,667 
   Accrued reimbursable expenses                                970 
   Other accrued expenses                                     9,567 
- ----------------------------------------------------      ---------- 
       Total liabilities                                  1,187,907 
- ----------------------------------------------------      ---------- 
Net assets                                              $25,754,297 
- ----------------------------------------------------      ---------- 
Net assets represented by (Note 1) 
  Paid-in capital                                       $25,799,338 
  Accumulated distributions in excess of net 
    investment income                                       (70,147) 
  Accumulated net realized loss on investments and 
    closed futures contracts                               (291,506) 
  Net unrealized appreciation on investments                316,612 
- ----------------------------------------------------      ---------- 
      Total net assets                                  $25,754,297 
- ----------------------------------------------------      ---------- 
Net asset value per share (Note 2) 
  Class A Shares 
    Net asset value of $3,219,651 / 339,385 shares 
      outstanding                                             $9.49 
    Offering price per share ($9.49 / 0.9525) (based 
      on a sales charge of 4.75% of the offering 
      price on May 31, 1996)                                  $9.96 
  Class B Shares 
    Net asset value of $21,091,682 / 2,249,867 
      shares outstanding                                      $9.37 
  Class C Shares 
    Net asset value of $1,442,964 / 154,033 shares 
      outstanding                                             $9.37 
- ----------------------------------------------------      ---------- 
</TABLE>
STATEMENT OF OPERATIONS 
Six Months Ended May 31, 1996 
(Unaudited) 
<TABLE>
<CAPTION>
 ========================================================================== 
<S>                                             <C>            <C>
Investment income (Note 1) 
 Interest                                                      $   769,007 
Expenses (Notes 1, 2 and 4) 
  Management fee                                $    75,965 
  Transfer agent fees                                16,441 
  Custodian fees                                     18,008 
  Accounting                                         10,383 
  Auditing                                            5,415 
  Legal                                               2,679 
  Printing                                            5,402 
  Registration fees                                   4,521 
  Organization expenses                                 378 
  Distribution Plan expenses                        107,357 
  Miscellaneous expenses                                710 
  Reimbursement from Investment Adviser             (54,779) 
- ---------------------------------------------      --------      ---------- 
    Total expenses                                  192,480 
    Less: Indirectly paid expenses (Note 4)          (2,226) 
- ---------------------------------------------      --------      ---------- 
    Net expenses                                                   190,254 
- ---------------------------------------------      --------      ---------- 
    Net investment income                                          578,753 
- ---------------------------------------------      --------      ---------- 
   Net realized and unrealized 
    gain (loss) on investments 
    (Notes 1 and 3) 
    Net realized gain on investments                378,300 
    Net change in unrealized depreciation on 
      investments                                (1,527,944) 
- ---------------------------------------------      --------      ---------- 
Net realized and unrealized loss on 
 investments                                                    (1,149,644) 
- ---------------------------------------------      --------      ---------- 
Net decrease in net assets 
 resulting from operations                                      ($ 570,891) 
- ---------------------------------------------      --------      ---------- 

</TABLE>
See Notes to Financial Statements. 

<PAGE>

PAGE 21
- --------------------------------------
Keystone Missouri Tax Free Fund

STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                              Six Months         Year Ended 
                                                                                 Ended          November 30, 
                                                                             May 31, 1996           1995 
- ------------------------------------------------------------------------    ---------------   ---------------- 
                                                                              (Unaudited) 
<S>                                                                          <C>                <C>
Operations (Notes 1 and 3) 
 Net investment income                                                        $   578,753        $ 1,018,144 
 Net realized gain (loss) on investments and closed futures contracts             378,300           (405,181) 
 Net change in unrealized appreciation (depreciation) on investments           (1,527,944)         3,088,294 
- ------------------------------------------------------------------------      -------------      -------------- 
    Net increase (decrease) in net assets resulting from operations              (570,891)         3,701,257 
- ------------------------------------------------------------------------      -------------      -------------- 
Distributions to shareholders from (Note 1) 
 Net investment income: 
  Class A Shares                                                                 (112,493)          (153,289) 
  Class B Shares                                                                 (461,118)          (791,351) 
  Class C Shares                                                                  (35,290)           (73,504) 
 In excess of net investment income: 
  Class A Shares                                                                        0            (11,167) 
  Class B Shares                                                                        0            (57,652) 
  Class C Shares                                                                        0             (5,355) 
- ------------------------------------------------------------------------      -------------      -------------- 
    Total distributions to shareholders                                          (608,901)        (1,092,318) 
- ------------------------------------------------------------------------      -------------      -------------- 
Capital share transactions (Note 2) 
 Proceeds from shares sold: 
  Class A Shares                                                                1,225,042          4,076,405 
  Class B Shares                                                                1,918,722          7,170,581 
  Class C Shares                                                                   96,341            931,369 
 Payment for shares redeemed: 
  Class A Shares                                                               (2,761,760)        (3,330,599) 
  Class B Shares                                                               (1,338,658)        (1,245,399) 
  Class C Shares                                                                 (393,915)          (414,529) 
 Net asset value of shares issued in reinvestment of dividends and 
   distributions: 
  Class A Shares                                                                   77,468            103,984 
  Class B Shares                                                                  219,767            392,566 
  Class C Shares                                                                   23,362             42,017 
- ------------------------------------------------------------------------      -------------      -------------- 
 Net increase (decrease) in net assets resulting from capital share 
   transactions                                                                  (933,631)         7,726,395 
- ------------------------------------------------------------------------      -------------      -------------- 
    Total increase (decrease) in net assets                                    (2,113,423)        10,335,334 
Net assets: 
 Beginning of period                                                           27,867,720         17,532,386 
- ------------------------------------------------------------------------      -------------      -------------- 
 End of period [Including accumulated distributions in excess of net 
   investment income as follows: 1996--($70,147) and 1995--($39,999)] 
   (Note 1)                                                                   $25,754,297        $27,867,720 
- ------------------------------------------------------------------------      -------------      -------------- 
</TABLE>

See Notes to Financial Statements. 

                               
<PAGE>

PAGE 22
- --------------------------------------
Keystone State Tax Free Fund--Series II

NOTES TO FINANCIAL STATEMENTS 
(Unaudited) 

(1.) Significant Accounting Policies 

Keystone State Tax Free Fund-Series II ("FUND") was formed as a Massachusetts 
business trust on December 15, 1993 and is registered under the Investment 
Company Act of 1940, as amended (the "1940 Act"), as an open-end management 
investment company. Keystone Investment Management Company ("Keystone") is 
the Investment Adviser and Manager. The FUND currently offers shares of two 
separate non-diversified series evidencing interests in different portfolios 
of securities (individually the "Fund", collectively, the "Funds"): Keystone 
California Insured Tax Free Fund ("California Fund") and Keystone Missouri 
Tax Free Fund ("Missouri Fund"). The Funds seek the highest possible current 
income exempt from federal income taxes, while preserving capital. 

  Each Fund currently offers three classes of shares. Class A shares are sold 
subject to a maximum sales charge of 4.75% payable at the time of purchase. 
Class B shares are sold subject to a contingent deferred sales charge that 
varies depending on when shares were purchased and how long they are held. 
Class C shares are sold subject to a contingent deferred sales charge payable 
upon redemption within one year of purchase and are available only through 
dealers who have entered into special distribution agreements with Keystone 
Investment Distributors Company ("KIDC"), the FUND's principal underwriter. 

  Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("KII"), 
a Delaware corporation. KII is privately owned by an investor group 
consisting predominantly of current and former members of management of 
Keystone and its affiliates. 

  The following is a summary of significant accounting policies consistently 
followed by the Funds in the preparation of their financial statements. The 
policies are in conformity with generally accepted accounting principles, 
which require management to make estimates and assumptions that affect 
amounts reported herein. Although actual results could differ from these 
estimates, such differences are expected to be immaterial to the net assets 
of the Funds. 

A. Tax-exempt bonds are valued 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 that, in the 
opinion of the Board of Trustees or their representative, most nearly 
represents their market value. Short-term investments that are purchased with 
maturities of sixty days or less are valued at amortized cost (original 
purchase cost as adjusted for amortization of premium or accretion of 
discount), which, when combined with accrued interest, approximates market. 
Short-term investments maturing in more than sixty days for which market 
quotations are readily available are valued at current market value. 
Short-term investments maturing in more than sixty days when purchased that 
are held on the sixtieth day prior to maturity are valued at amortized cost 
(market value on the sixtieth day adjusted for amortization of premium or 
accretion of discount), which, when combined with accrued interest 
approximates market. 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. Each Fund may enter into financial futures contracts as a hedge against 
changes in interest rates. 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 enter-

                                      
<PAGE>

PAGE 23
- --------------------------------------
Keystone State Tax Free Fund--Series II

ing 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 that remain open at fiscal year-end are marked-to-market and the 
resultant net gain or loss is included in a Fund's federal taxable income. In 
addition to market risk, the Fund is subject to the credit risk that the 
other party will not complete the obligations of the contract. 

C. When-issued or delayed delivery transactions arise when securities or 
currencies are purchased or sold by a Fund with payment and delivery taking 
place in the future in order to secure what is considered to be an 
advantageous price and yield to the Fund at the time of entering into the 
transaction. A separate account of liquid assets equal to the value of such 
purchase commitments will be maintained until payment is made. When-issued 
and delayed agreements are subject to risks from changes in value based upon 
changes in the level of interest rates and other market factors, both before 
and after delivery. 

D. Securities transactions are accounted for no later than one business day 
after 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. Each Fund has qualified, and intends to qualify in the future, as a 
regulated investment company under the Internal Revenue Code of 1986, as 
amended (the "Internal Revenue Code"). Thus, each Fund is 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. 
Each Fund intends to avoid excise tax liability by making the required 
distributions under the Internal Revenue Code. 

F. Organization expenses are being amortized to operations over a five-year 
period on a straight-line basis. In the event any of the initial shares are 
redeemed by any holder thereof during the five-year amortization period, 
redemption proceeds will be reduced by any unamortized organization expenses 
in the same proportion as the number of initial shares being redeemed bears 
to the number of initial shares outstanding at the time of redemption. 

G. Each Fund intends to declare dividends from net investment income daily 
and distribute to its shareholders such dividends monthly and to declare and 
distribute all net realized long-term capital gains, if any, at least 
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 primarily due to differences in the treatment of Rule 
12b-1 Distribution Plan charges and market discount of investment securities. 

(2.) Capital Share Transactions 

The FUND's Declaration of Trust authorizes the issuance of an unlimited 
number of shares of beneficial interest without par value. Transactions in 
shares of the Funds were as follows: 

                                      
<PAGE>

PAGE 24
- --------------------------------------
Keystone State Tax Free Fund--Series II

<TABLE>
<CAPTION>
California Fund 
- --------------------------------------------------------- 
                          Six Months        Year Ended 
                             Ended         November 30, 
                         May 31, 1996          1995 
- ---------------------     ------------   ---------------- 
<S>                         <C>               <C>
Class A Shares 
Shares sold                  74,776           210,863 
Shares redeemed             (58,698)          (99,402) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               4,117             4,943 
- ---------------------      ----------      -------------- 
Net increase                 20,195           116,404 
=====================      ==========      ============== 
Class B Shares 
Shares sold                 376,216         1,223,780 
Shares redeemed            (274,300)         (254,280) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions              20,697            33,291 
- ---------------------      ----------      -------------- 
Net increase                122,613         1,002,791 
=====================      ==========      ============== 
Class C Shares 
Shares sold                  23,616           107,136 
Shares redeemed             (18,612)          (25,172) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               2,009             2,687 
- ---------------------      ----------      -------------- 
Net increase                  7,013            84,651 
=====================      ==========      ============== 
</TABLE>

<TABLE>
<CAPTION>
 Missouri Fund 
 --------------------------------------------------------- 
                           Six Months        Year Ended 
                              Ended         November 30, 
                          May 31, 1996          1995 
- ----------------------     ------------   ---------------- 
<S>                         <C>               <C>
Class A Shares 
Shares sold                  123,469           429,776 
Shares redeemed             (280,951)         (362,420) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                7,844            11,139 
- ----------------------      ----------      -------------- 
Net increase 
  (decrease)                (149,638)           78,495 
======================      ==========      ============== 
Class B Shares 
Shares sold                  199,117           769,123 
Shares redeemed             (138,217)         (134,192) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions               22,628            42,162 
- ----------------------      ----------      -------------- 
Net increase                  83,528           677,093 
======================      ==========      ============== 
Class C Shares 
Shares sold                   10,007           101,419 
Shares redeemed              (40,993)          (44,088) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                2,404             4,503 
- ----------------------      ----------      -------------- 
Net increase 
  (decrease)                 (28,582)           61,834 
======================      ==========      ============== 
</TABLE>

<PAGE>

PAGE 25
- --------------------------------------
Keystone State Tax Free Fund--Series II

  Each Fund bears some of the cost of selling its shares under Distribution 
Plans adopted with respect to its Class A, Class B and Class C shares 
pursuant to Rule 12b-1 under the 1940 Act. 

  Each Class A Distribution Plan provides for expenditures, which are limited 
to at an annual rate of up to 0.25% (currently limited to 0.15%) of the 
average daily net asset value of Class A shares, to pay expenses related to 
the distribution of Class A shares. Amounts paid by each Fund to KIDC under 
the Class A Distribution Plan are currently used to pay others (such as 
dealers) service fees at an annual rate of up to 0.15% of the average daily 
net asset value of Class A shares maintained by such others on the books of 
the Fund for specified periods. 

  Each Class B Distribution Plan provides for expenditures, which are limited 
to an annual rate of 1.00% (currently limited to 0.90%) of the average daily 
net asset value of Class B shares, to pay expenses related to the 
distribution of Class B shares. For Class B shares sold on or after June 1, 
1995, amounts paid by each Fund under such shares' Class B Distribution Plan 
are currently used to pay others (such as dealers) a commission at the time 
of purchase normally equal to 4.00% of the price paid for each Class B share 
sold plus the first year's service fee in advance in the amount of 0.15% of 
the price paid for each Class B share sold. Beginning approximately 12 months 
after the purchase of such Class B shares, the dealer or other party will 
receive service fees at an annual rate of 0.15% of the average daily net 
asset value of such Class B shares maintained by such others on the Fund's 
books for specified periods. A contingent deferred sales charge will be 
imposed, if applicable, on Class B shares purchased on or after June 1, 1995 
at rates ranging from a maximum of 5.00% of amounts redeemed during the first 
twelve month period from and including the month of purchase to 1.00% of 
amounts redeemed during the sixth twelve month period. Class B shares 
purchased on or after June 1, 1995 that have been outstanding for eight years 
from and including the month of purchase will automatically convert to Class 
A shares without a front-end sales charge or exchange fee. Class B shares 
purchased prior to June 1, 1995 retain their existing conversion rights. 

  Each Class C Distribution Plan provides for expenditures, which are limited 
to an annual rate of up to 1.00% (currently limited to 0.90%) of the average 
daily net asset value of Class C shares, to pay expenses related to the 
distribution of Class C shares. Amounts paid by each Fund under the Class C 
Distribution Plan are currently used to pay others (such as dealers) a 
commission at the time of purchase equal to 0.75% of the price paid for each 
share sold plus the first year's service fee in advance in the amount of 
0.25% of the price paid for each Class C share. Beginning approximately 15 
months after purchase, the dealer or other party will receive a commission at 
an annual rate of 0.75% (subject to applicable limitations imposed by the 
National Association of Security Dealers, Inc. ("NASD")) plus service fees at 
the annual rate of 0.25%, respectively, of the average daily net asset value 
of each Class C share sold by such others and maintained on the Fund's books 
for specified periods. 

  Each of the Distribution Plans may be terminated at any time by vote of the 
Independent Trustees or by a majority of the outstanding voting shares of the 
respective class. However, after the termination of any Distribution Plans, 
at the discretion of the Board of Trustees, payments to KIDC may continue as 
compensation for its services which had been earned while the Distribution 
Plans were in effect. 

  For the six months ended May 31, 1996, amounts paid to KIDC pursuant to each 
Fund's Class A, Class B and C Class Distribution Plans were as follows: 

                                      
<PAGE>

PAGE 26
- --------------------------------------
Keystone State Tax Free Fund--Series II

<TABLE>
<CAPTION>
                             California   Missouri 
                                Fund       Fund 
- --------------------------     --------   -------- 
<S>                            <C>        <C>
Class A                        $3,541      $3,362 
Class B prior to June 1, 
  1995                         $60,189    $76,719 
Class B on or after June 
  1, 1995                      $46,999    $19,891 
Class C                        $7,374      $7,385 
</TABLE>

  Under applicable NASD rules, the maximum uncollected amounts for which KIDC 
may see payment from the Funds under its Class B Distribution Plans as of May 
31, 1996 are as follows: 
<TABLE>
<CAPTION>
                            California    Missouri 
                               Fund        Fund 
- ------------------------     --------   --------- 
<S>                         <C>           <C>
Shares purchased prior 
  to June 1, 1995           $827,865      $959,808 
Shares purchased on or                    
  after June 1, 1995        $708,510      $312,300

</TABLE>

  As of May 31, 1996 the maximum uncollected amounts for which KIDC may seek 
payment from the Funds under its Class C Distribution Plans are $98,852 and 
$128,836 for the California Fund and the Missouri Fund, respectively. 

  Presently, each Fund's class-specific expenses are limited to Distribution 
Plans expenses incurred by a class of shares pursuant to its Distribution 
Plan. 

(3.) Securities Transactions 

As of November 30, 1995, the approximate capital loss carryover for federal 
income purposes for the California Fund was $387,000 which expires in 2002; 
and the approximate capital loss carryover for the Missouri Fund was 
$657,000, which expires as follows: 2002--$152,000 and 2003--$505,000. 

  Purchases and sales of investment securities, excluding short-term 
securities, for the six months ended May 31, 1996 were as follows: 

<TABLE>
<CAPTION>
                      Cost of       Proceeds 
                     Purchases     From Sales 
 ----------------    ----------   ------------ 
<S>                 <C>            <C>
California Fund     $17,648,102    $16,882,442 
Missouri Fund       $18,566,285    $19,175,913
</TABLE>

(4.) Investment Management Agreement and Other Transactions 

Under the terms of the Investment Advisory and Management Agreement between 
Keystone and the FUND, Keystone provides investment management and 
administative services to each Fund. In return, Keystone is paid a management 
fee computed and paid daily. The management fee is calculated by applying 
percentage rates, which start at 0.55% and decline to 0.25% per annum as net 
assets increase, to the net asset value of each Fund. 

  Keystone Investor Resource Center, Inc. ("KIRC"), a wholly-owned subsidiary 
of Keystone, serves as each Fund's transfer and dividend disbursing agent. 

  During the six months ended May 31, 1996, the California Fund and the 
Missouri Fund paid or accrued to KII $10,383, and $10,383, respectively, for 
certain accounting services. 

  Keystone has voluntarily agreed to limit expenses of Class A Shares of each 
Fund to 0.75% of average daily net assets and limit expenses of Class B 
shares and Class C shares to 1.50% of the average daily net assets of the 
respective class. Keystone will not be required to reimburse a Fund to an 
extent it would result in a Fund's inability to qualify as a regulated 
investment company under the provisions of the Internal Revenue Code. In 
accordance with these expense limitations, Keystone reimbursed the California 
Fund and the Missouri Fund $54,531 and $54,779, respectively, for the six 
months ended May 31, 1996. Keystone does not intend to seek repayment for 
these amounts. 

  The Funds have entered into an expense offset arrangement with their 
custodian. For the six months 

                                      
<PAGE>

PAGE 27
- --------------------------------------
Keystone State Tax Free Fund--Series II

 
ended May 31, 1996, the California Fund and the Missouri Fund paid custody 
fees in the amount of $15,639 and $15,782, respectively, and received a 
credit of $2,327 and $2,226, respectively, pursuant to the expense offset 
arrangement, resulting in a total expense of $17,966 and $18,008, 
respectively. The assets deposited with the custodian under this expense 
offset arrangement could have been invested in an income-producing asset. 

  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. Currently, the Independent Trustees of 
the FUND receive no compensation for their services. 

                                      
<PAGE>

                                Keystone America
                                Family of Funds

                                   [diamond]

                                Balanced Fund II
                      Capital Preservation and Income Fund
                           Government Securities Fund
                          Intermediate Term Bond Fund
                             Strategic Income Fund
                                World Bond Find
                              Tax Free Income Fund
                        California Insured Tax Free Fund
                             Florida Tax Free Fund
                          Massachusetts Tax Free Fund
                             Missouri Tax Free Fund
                         New York Insured Tax Free Fund
                           Pennsylvania Tax Free Fund
                             Fund for Total Return
                           Global Opportunities Fund
                      Hartwell Emerging Growth Fund, Inc.
                                   Omega Fund
                              Fund of the Americas
                          Small Company Growth Fund II
                           Strategic Development Fund

This report was prepared primarily for the information of the Fund's 
shareholders. It is authorized for distribution if preceded or accompanied by 
the Fund's current prospectus. The prospectus contains important information 
about the Fund including fees and expenses. Read it carefully before you invest
or send mony. 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



CAMO-R-7/96
3.5M                                                       [Recycle Logo]



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission