As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 2-98635
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ____ [ ]
Post-Effective Amendment No. 13 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 14 [ X ]
(Check appropriate box or boxes.)
HERITAGE CASH TRUST
(Exact name of Registrant as specified in charter)
880 Carillon Parkway
St. Petersburg, FL 33716
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code: (813) 573-3800
STEPHEN G. HILL, PRESIDENT
880 Carillon Parkway
St. Petersburg, FL 33716
(Name and Address of Agent for Service)
Copy to:
CLIFFORD J. ALEXANDER, ESQ.
Kirkpatrick & Lockhart
1800 M Street, N.W.
Washington, D.C. 20036
It is proposed that this filing will become effective immediately upon
filing pursuant to paragraph (b) of Rule 485.
Registrant has filed a Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, on or about October 30, 1995.
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount of Shares Offering Price Aggregate Registration
Being Registered Being Registered Per Unit Offering Price Fee
---------------- ---------------- -------- -------------- -----------
<S> <C> <C> <C> <C>
Shares of
Beneficial Interest
of Heritage Cash
Trust (No Par
Value), as follows:
MM Fund 160,000,000 $1.00 $160,000,000
Municipal MM Fund 40,000,000 $1.00 40,000,000
Total 200,000,000 $200,000,000 $40,000*
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on November 16, 1995.
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* Calculation of the proposed maximum aggregate offering price has been
made pursuant to Rule 24e-2 under the Investment Company Act of 1940.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Post-Effective
Amendment No. 13 to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Petersburg and the State of Florida, on the
17th day of November, 1995.
HERITAGE CASH TRUST
By: /s/ Stephen G. Hill
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Stephen G. Hill, President
Attest:
/s/ Donald H. Glassman
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Donald H. Glassman, Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment has been signed below by the following
persons in the capacity and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen G. Hill President November 17, 1995
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Stephen G. Hill
Richard K. Riess* Trustee November 17, 1995
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Richard K. Riess
Thomas A. James* Trustee November 17, 1995
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Thomas A. James
C. Andrew Graham* Trustee November 17, 1995
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C. Andrew Graham
David M. Phillips* Trustee November 17, 1995
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David M. Phillips
James L. Pappas* Trustee November 17, 1995
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James L. Pappas
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Donald W. Burton* Trustee November 17, 1995
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Donald W. Burton
Eric Stattin* Trustee November 17, 1995
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Eric Stattin
/s/ Donald H. Glassman Treasurer November 17, 1995
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Donald H. Glassman
*By /s/ Donald H. Glassman
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Donald H. Glassman, Attorney-In-Fact
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9155
ROBERT J. ZUTZ
(202) 778-9059
November 17, 1995
Heritage Cash Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Gentlemen:
Heritage Cash Trust (the "Trust") is a trust organized under the
laws of the Commonwealth of Massachusetts. We understand that the Trust
is about to file Post-Effective Amendment No. 13 to its Registration
Statement on Form N-1A for the purpose of registering additional of its
shares of beneficial interest under the Securities Act of 1933, as amended
("1933 Act"), pursuant to Section 24(e)(1) of the Investment Company Act
of 1940, as amended ("1940 Act").
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. Based on the
foregoing, it is our opinion that the shares of beneficial interest of the
Trust currently being registered pursuant to Section 24(e)(1) as reflected
in Post-Effective Amendment No. 13 may be sold in accordance with the
Trust's Declaration of Trust and By-Laws and subject to compliance with
the 1933 Act, the 1940 Act and applicable state laws regulating the offer
and sale of securities and, when so sold, will be 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
disclaimer be give 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
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Heritage Cash Trust
November 17, 1995
Page 2
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 Post-Effective
Amendment No. 13 which you are about to file with the Securities and
Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/ Robert J. Zutz
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Robert J. Zutz
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