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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 SERIES TRUST
880 Carillon Parkway
St. Petersburg, FL 33716
2. Name of each series or class of funds for which this notice is filed:
HERITAGE SERIES TRUST: Small Cap Stock Fund - Class A
Small Cap Stock Fund - Class C
Value Equity Fund - Class A
Value Equity Fund - Class C
Eagle International Equity Portfolio
3. Investment Company Act File Number: File No. 811-7470
Securities Act File Number: File No. 33-57896
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal
year:
2,663,955 shares at an aggregate sales price of $47,284,600
10. Number and aggregate sale price of securities sold during the fiscal
period in reliance upon registration pursuant to rule 24f-2:
2,663,955 shares at an aggregate sales price of $47,284,600
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):
160,682 shares at an aggregate sales price of $2,431,113
12. Calculation of filing fee:
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(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $47,284,600
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if +2,431,113
applicable):
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -12,455,234
(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): 37,260,479
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x .0002
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $7,452
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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).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
November 14, 1995
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: November 14, 1995
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
ROBERT J. ZUTZ
(202) 778-9059
[email protected]
November 14, 1995
Heritage Series Trust
The Raymond James Financial Center
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Rule 24f-2 Notice
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Gentlemen:
Heritage Series 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 (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
October 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 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 sold during the fiscal year ended
October 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 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 of beneficial interest.
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 indemnification from Trust
assets for all loss and expense of any shareholder held personally liable
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Heritage Series Trust
November 14, 1995
Page 2
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 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
By: /s/ Robert J. Zutz
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Robert J. Zutz
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