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ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
1. Name and address of issuer: HERITAGE CAPITAL APPRECIATION TRUST
880 Carillon Parkway
St. Petersburg, FL 33716
2. Name of each series or class of funds for which this notice is filed:
HERITAGE CAPITAL APPRECIATION TRUST: Class A
Class C
3. Investment Company Act File Number: File No. 811-4338
Securities Act File Number: File No. 002-98634
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
N/A /_/
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
1,053,947 shares at an aggregate sales price of $13,365,168
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
587,801 shares at an aggregate sales price of $8,572,838
9. Number and aggregate sale price of securities sold during the fiscal
year:
219,730 shares at an aggregate sales price of $3,404,785
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10. Number and aggregate sale price of securities sold during the fiscal
period in reliance upon registration pursuant to rule 24f-2:
219,730 shares at an aggregate sales price of $3,404,785
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
553,868 shares at an aggregate sales price of $7,870,069
12. Calculation of filing fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $3,404,785
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): +7,870,069
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -14,305,622
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): -0-
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2 [line
(i), plus line (ii), less line (iii), plus line (iv)]
(if applicable): -3,030,768
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $0
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/ /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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N/A
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Stephen G. Hill
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Stephen G. Hill
President
Date: October 30, 1996
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
October 29, 1996
Heritage Capital Appreciation Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Rule 24f-2 Notice
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Ladies and Gentlemen:
Heritage Capital Appreciation Trust (the "Trust") is a business
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 (the "1940 Act"), for
the purpose of making definite the number of shares of beneficial interest
("Shares") that it has registered under the Securities Act of 1933, as
amended (the "1933 Act"), and that it sold during its fiscal year ended
August 31, 1996.
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 Declaration of Trust and
By-Laws, as now in effect, and we generally are familiar with its business
affairs. Based on the foregoing, it is our opinion that the Shares sold
during the fiscal year ended August 31, 1996, the registration of which
will be made definite by the filing of a Rule 24f-2 Notice, were legally
issued, fully paid and non-assessable. We express no opinion as to
compliance with the 1933 Act, the 1940 Act or applicable state securities
laws in connection with the sales of Shares.
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
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 the Trust to indemnify and
hold each shareholder harmless 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.
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Heritage Capital Appreciation Trust
October 29, 1996
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We hereby consent to this opinion accompanying the Rule 24f-2
Notice that 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
/s/ Robert J. Zutz
By -----------------------
Robert J. Zutz
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