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October 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Heritage Capital Appreciation Trust
(the "Trust") SEC File No. 2-98634
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
please be advised of the following information regarding the Trust:
(i) The fiscal year of the Trust for which this
Notice is filed is the year ended August 31,
1995.
(ii) There were 1,053,947 shares of securities of the
same class of the Trust which had been registered
under the Securities Act of 1933 other than
pursuant to Rule 24f-2 which remained unsold at
the beginning of such fiscal year.
(iii) There were no shares of securities of the Trust
registered during such fiscal year other than
pursuant to Rule 24f-2.
(iv) There were 344,134 shares of securities of the
Trust sold for $4,913,201 during such fiscal
year.
(v) There were 344,134 shares of securities of the
Trust sold for $4,913,201 during such fiscal year
in reliance upon registration pursuant to Rule
24f-2.
This Notice is accompanied by an opinion of counsel as to whether
the securities, the registration of which this Notice makes definite in
number, were legally issued, fully paid and non-assessable.
Pursuant to Rule 24f-2(c), the filing fee accompanying this
Notice was calculated as follows:
(a) actual aggregate sale price of securities sold
pursuant to Rule 24f-2 during fiscal year
(paragraph (v) above) . . . . . . . . . . . $ 4,913,201
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Securities and Exchange Commission
October 27, 1995
Page 2
(b) reduced by the difference between:
(1) the actual aggregate redemption price of
securities of the Trust redeemed by the Trust
during such fiscal year . . . . . $ 13,196,039
and
(2) the actual aggregate redemption price of such
redeemed securities previously applied pursuant
to Rules 24e-2(a) and 24e-1 of the Act
. . . . . . . . . . . . . . . . $ 0
(c) equal net sales of . . . . . . . . . . . $ (8,282,838)
Fee calculated pursuant to Section 6(b) of the Securities Act of
1933 . . . . . . . . . . . . . . . . . . . . . . . . . . . $ NONE
Please acknowledge receipt of this filing by stamping and
returning to my messenger the duplicate copy of this letter.
Very truly yours,
By: /s/ Stephen G. Hill
________________________________
Stephen G. Hill
President
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ROBERT J. ZUTZ
(202) 778-9059
[email protected]
October 30, 1995
Heritage Capital Appreciation Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Gentlemen:
Heritage Capital Appreciation Trust (the "Trust") is a trust
organized under the laws of the Commonwealth of Massachusetts. We
understand that the Trust is about to file a Notice pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended ("1940 Act"), for the
purpose of making definite the number of shares that it has registered
under the Securities Act of 1933, as amended ("1933 Act"), and that it
sold during its fiscal year ended August 31, 1995.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of its Agreement and Declaration of
Trust and By-Laws, as now in effect, the minutes of meetings of its
Trustees and other documents relating to its organization and operation,
and we generally are familiar with its business affairs. You have advised
us that, during its fiscal year ended August 31, 1995, the Trust sold
344,134 shares of beneficial interest ("Shares") at an aggregate sales
price of $4,913,201 and redeemed 914,412 Shares at an aggregate redemption
price of $13,196,039. Based on the foregoing, it is our opinion that:
1. The Trust is authorized to issue an unlimited number of
Shares, including those Shares now issued and outstanding. Under
Massachusetts law, such Shares that were issued and subsequently were
redeemed by the Trust may be resold.
2. The 344,134 Shares sold during the Trust's fiscal year
ended August 31, 1995, the registration of which will be made definite by
the filing of a Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
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Heritage Capital Appreciation Trust
October 30, 1995
Page 2
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification from Trust
assets for all loss and expense of any shareholder held personally liable
for the obligations of the Trust by virtue of ownership of Shares of the
Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust would be unable to meet its
obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
_______________________
Robert J. Zutz
