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HERITAGE ASSET MANAGEMENT, INC.
880 Carillon Parkway
P.O. Box 33022
St. Petersburg, FL 33733-8022
(813) 573-8143 (800) 421-4184
October 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Heritage Cash 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 no 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 securities of the Trust registered
during such fiscal year other than pursuant to
Rule 24f-2.
(iv) There were 5,873,675,332 shares of securities of
the Trust sold for $5,873,675,332 during such
fiscal year.
(v) There were 5,873,675,332 shares of securities of
the Trust sold for $5,873,675,332 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, and a
certified check for the filing fee as required by paragraphs (b)(1)(v) and
(c), respectively, of rule 24f-2.
Pursuant to Rule 24f-2(c), the filing fee accompanying this
Notice was calculated as follows:
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Securities and Exchange Commission
October 27, 1995
Page 2
(a) actual aggregate sale price of securities sold pursuant
to rule 24f-2 during fiscal year (paragraph (v)
above) . . . . . . . . . . . . . . . . . . $5,873,675,332
(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 . . . . . 5,553,514,317
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 . . . . . . . . . . . . $ 320,161,015
Fee calculated pursuant to Section 6(b) of the Securities Act
of 1933: . . . . . . . . . . . . . . . . . . . . . $ 110,400.35
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 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 a Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, for the purpose of making definite the
number of shares that it has registered under the Securities Act of 1933,
as amended, 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
5,873,675,332 shares of beneficial interest ("Shares") at an aggregate
sales price of $5,873,675,332 and redeemed 5,553,514,317 Shares at an
aggregate redemption price of $5,553,514,317. 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 5,873,675,332 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
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Heritage Cash Trust
October 30, 1995
Page 2
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 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
