HERITAGE SERIES TRUST, 485APOS, 1995-10-27

HERITAGE SERIES TRUST
485APOS, 1995-10-27

Previous: SENIOR HIGH INCOME PORTFOLIO INC, N-30D, 1995-10-27

Next: NUVEEN INSURED CALIFORNIA PREMIUM INCOME MUNICIPAL FUND 2 IN, N-30D, 1995-10-27

<PAGE>

As filed with the Securities and Exchange Commission on October 27, 1995

Registration No. 33-57986
--------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. _____ [ ]

Post-Effective Amendment No. __9__ [ X ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. _10_ [ X ]
(Check appropriate box or boxes.)

HERITAGE SERIES 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 LLP
1800 M Street, N.W.
Washington, D.C. 20036

It is proposed that this filing will become effective on December 26, 1995
pursuant to paragraph (a)(1) 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 December 21, 1994.

Page 1 of ____ Pages
Exhibit Index Appears on Page____
<PAGE>

HERITAGE SERIES TRUST

CONTENTS OF REGISTRATION STATEMENT

This registration document is comprised of the following:

Cover Sheet

Contents of Registration Statement

Cross Reference Sheet

Prospectus - Eagle International Equity Portfolio Class A
and Class C Shares

Statement of Additional Information - Eagle International
Equity Portfolio Class A and Class C Shares

Part C of Form N-1A

Signature Page

Exhibits
<PAGE>

HERITAGE SERIES TRUST

FORM N-1A CROSS-REFERENCE SHEET

PART A ITEM NO. PROSPECTUS CAPTION
--------------- ------------------

1. Cover Page Cover Page

2. Synopsis About the Trust and the
Portfolio; Total Portfolio
Expenses; Differences Between A
Shares and C Shares

3. Condensed Financial Financial Highlights
Information

4. General Description of Cover Page; About the Trust and
Registrant Portfolio; Investment
Objective, Policies and Risk
Factors

5. Management of the Fund Management of the Portfolio;
Expenses of the Portfolio

5A. Management's Discussion Inapplicable
of Fund Performance

6. Capital Stock and Other Cover Page; About the Trust and
Securities Portfolio; Total Portfolio
Expenses; Differences Between A
Shares and C Shares; Dividends
and Distributions; Distribution
Plans; Taxes; Shareholder
Information

7. Purchase of Securities Being Net Asset Value; How to Buy
Offered S h a r e s ; M i n i m u m
Investment Required/Accounts
with Low Balances; Investment
Programs; Alternative Purchase
Plans; What A Shares Will Cost;
What C Shares Will Cost;
Distribution Plans

8. Redemption or Repurchase How to Redeem Shares; Receiving
Payment; Exchange Privilege;
Differences Between A Shares and
C Shares; What C Shares Will
Cost

9. Pending Legal Proceedings Inapplicable
<PAGE>

STATEMENT OF ADDITIONAL
PART B ITEM NO. INFORMATION CAPTION
--------------- -----------------------

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and General Information
History

13. Investment Objectives and Investment Objective and
Policies Policies of the Portfolio;
Investment Limitations

14. Management of the Fund Portfolio Information-Trustees
and Officers

15. Control Persons and Inapplicable
Principal Holders of
Securities

16. Investment Advisory and Portfolio Information-Investment
Other Services Adviser; Subadviser; Advisory
Fee; State Expense Limitations;
Distribution of Shares and
Administration of the Portfolio

17. Brokerage Allocation Portfolio Information-Brokerage
and Other Practices Practices

18. Capital Stock and Other Inapplicable
Securities

19. Purchase, Redemption and Net Asset Value; Investing in
Pricing of Securities the Portfolio; Redeeming Shares
Being Offered

20. Tax Status Taxes

21. Underwriters Portfolio Information-
Distribution of Shares

22. Calculation of Performance Information
Performance Data

23. Financial Statements Inapplicable
<PAGE>

PART C
------

Information required to be included in Part C is set forth under
the appropriate item, so numbered in Part C of this Registration
Statement.
<PAGE>

HERITAGE
_____________________
Series Trust
---------------------

EAGLE INTERNATIONAL EQUITY PORTFOLIO
------------------------------------

Heritage Series Trust is a mutual fund offering its shares in
separate investment portfolios. This Prospectus relates to the Eagle
International Equity Portfolio (the "Portfolio"). The Portfolio primarily
seeks capital appreciation principally through investment in an
international portfolio of equity securities. Income is an incidental
consideration. The Portfolio invests primarily in equity securities of
companies whose principal activities are outside the United States. The
Portfolio offers multiple classes of shares designed to meet the needs of
different groups of investors. This Prospectus relates solely to the
Class A shares (sold subject to a front-end sales load) and Class C shares
(sold subject to a contingent deferred sales load).

This Prospectus contains information that should be read before
investing in the Portfolio's Class A and Class C shares and should be kept
for future reference. A Statement of Additional Information relating to
the Portfolio's Class A and Class C shares dated December __, 1995 has
been filed with the Securities and Exchange Commission, and is
incorporated by reference in this Prospectus. A copy of the Statement of
Additional Information is available free of charge and shareholder
inquiries can be made by writing to Heritage Asset Management, Inc. or by
calling (800) 421-4184.

PORTFOLIO SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

HERITAGE
_________________________________________
ASSET MANAGEMENT, INC.
----------------------
Registered Investment Advisor-SEC

880 Carillon Parkway
St. Petersburg, Florida 33716
(800) 421-4184

Prospectus Dated December __, 1995
<PAGE>

Table of Contents
=========================================================================
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 1
About the Trust and the Portfolio . . . . . . . . . . . . . . . 1
Total Portfolio Expenses . . . . . . . . . . . . . . . . . . . 1
Financial Highlights . . . . . . . . . . . . . . . . . . . . . 2
Differences Between A Shares and C Shares . . . . . . . . . . . 2
Investment Objective, Policies and Risk Factors . . . . . . . . 3
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . 8
Performance Information . . . . . . . . . . . . . . . . . . . . 8

INVESTING IN THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . 9
How to Buy Shares . . . . . . . . . . . . . . . . . . . . . . . 9
Minimum Investment Required/Accounts with Low Balances . . . . 10
Investment Programs . . . . . . . . . . . . . . . . . . . . . . 10
Alternative Purchase Plans . . . . . . . . . . . . . . . . . . 11
What A Shares Will Cost . . . . . . . . . . . . . . . . . . . . 12
What C Shares Will Cost . . . . . . . . . . . . . . . . . . . . 14
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . 15
Receiving Payment . . . . . . . . . . . . . . . . . . . . . . . 16
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . 17

MANAGEMENT OF THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . 18

SHAREHOLDER AND ACCOUNT POLICIES . . . . . . . . . . . . . . . . . . 19
Dividends and Other Distributions . . . . . . . . . . . . . . . 20
Distribution Plans . . . . . . . . . . . . . . . . . . . . . . 20
Expenses of the Portfolio . . . . . . . . . . . . . . . . . . . 21
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Shareholder Information . . . . . . . . . . . . . . . . . . . . 22

i
<PAGE>

GENERAL INFORMATION

About the Trust and the Portfolio
=========================================================================

Heritage Series Trust (the "Trust") is a Massachusetts business trust
established under a Declaration of Trust dated October 28, 1992. The
Trust is an open-end diversified management investment company that
currently offers its shares in four separate investment portfolios: the
Eagle International Equity Portfolio ("Portfolio"), the Small Cap Stock
Fund, the Value Equity Fund, and the Growth Equity Fund. The Portfolio is
designed for individuals, institutions and fiduciaries whose investment
objective is capital appreciation principally through investment in an
international portfolio of equity securities. The Portfolio offers three
classes of shares: Class A shares ("A shares"), Class C shares ("C
shares"), and Eagle Class shares ("Eagle shares"). This Prospectus
relates solely to A shares and C shares. A shares and C shares require a
minimum initial investment of $1,000, except for certain retirement
accounts and investment plans for which lower limits may apply. To obtain
more information about the Eagle shares, which are not offered in this
Prospectus, call (800) 237-3101.

Total Portfolio Expenses
=========================================================================

Shown below are all expenses expected to be incurred by the
Portfolio's A shares and C shares during the fiscal year ending October
31, 1996. Because A shares and C shares were not offered for sale prior
to December __, 1995, annual operating expenses for A shares and C shares
are based on estimated expenses. Shareholder transaction expenses are
expressed as a percentage of maximum public offering price, cost per
transaction or as otherwise noted.
<TABLE>
<CAPTION>
A Shares C Shares
-------- --------
<S> <C> <C> <C>
Shareholder Transaction Expenses
Sales load "charge" on purchases . . . . . 4.75% None
Contingent deferred sales load ("CDSL") (as (declining to
a percentage of original purchase price 0% after the
or redemption proceeds, as applicable) None 1.00% first year)
Wire redemption fee. . . . . . . . . . . . . $5.00 $5.00
Annual Portfolio Operating Expenses
Management Fee . . . . . . . . . . . . . . . 1.00% 1.00%
12b-1 Distribution Fees. . . . . . . . . . . 0.25% 1.00%
Other Expenses . . . . . . . . . . . . . . . 0.72 % 0.72%
-------- -------
Total Portfolio Operating Expenses . . . . 1.97% 2.72%
======= =======

1
<PAGE>

</TABLE>

The Portfolio's investment adviser, Eagle Asset Management, Inc.
("Eagle"), will voluntarily waive its fees and, if necessary, reimburse
the Portfolio to the extent that annual operating expenses of A shares
exceed 1.97% and to the extent that annual operating expenses of C shares
exceed 2.72% of the average daily net assets attributable to that class
for a fiscal year. To the extent that Eagle waives or reimburses its fees
with respect to one class, it will do so with respect to the other class
on a proportionate basis. Although the Portfolio is authorized to pay
annual Rule 12b-1 Distribution Fees of up to .35% of the average daily net
assets of the A shares, the Trust's Board of Trustees (the "Board of
Trustees" or the "Board") has authorized annual payments of only .25% of
the average daily net assets A shares. Due to the imposition of Rule 12b-
1 Distribution Fees, it is possible that long-term shareholders of the
Portfolio may pay more in total sales charges than the economic equivalent
of the maximum front-end sales charge permitted by the rules of the
National Association of Securities Dealers, Inc.

The impact of Portfolio operating expenses on earnings is illustrated
in the example below assuming a hypothetical $1,000 investment, a 5%
annual rate of return, and a redemption at the end of each period shown.

1 Year 3 Years
------ -------
Total Operating Expenses -- A Shares $67 $106
Total Operating Expenses -- C Shares $38 $84

The impact of Portfolio expenses on earnings is illustrated in the
example below assuming a hypothetical $1,000 investment, a 5% annual rate
of return, and no redemption at the end of each period shown.

1 Year 3 Years
------ -------
Total Operating Expenses -- A Shares $67 $106
Total Operating Expenses -- C Shares $28 $84

This is an illustration only. Actual expenses and performance may be
greater or less than that shown above. The purpose of the above table is
to assist investors in understanding the various costs and expenses that
will be borne directly or indirectly by Portfolio shareholders. For a
further discussion of these costs and expenses, see "Management of the
Portfolio," "Distribution Plans" and "Expenses of the Portfolio."

Financial Highlights
=========================================================================

The following table shows important financial information for an
Eagle share outstanding for the period indicated, including net investment
income, net realized and unrealized gain on investments, and certain other
information. It has been derived from financial statements that have been
audited by Coopers & Lybrand L.L.P., independent accountants, whose report

- 2 -
<PAGE>

thereon is included in the Statement of Additional Information ("SAI"),
which may be obtained from the Trust at the telephone number on the front
page of this Prospectus. Financial highlights are not presented for A
shares or C shares because no shares of either class were outstanding for
the period indicated.

[table] - [to be filed by subsequent amendment]

Differences Between A Shares and C Shares
=========================================================================

The primary distinction between the A shares and the C shares of the
Portfolio lies in their initial load and CDSL structures and in their
ongoing expenses, including asset-based sales charges in the form of
distribution fees. These differences are summarized below. In addition,
each class may bear differing amounts of certain class-specific expenses,
such as transfer agent fees, Securities and Exchange Commission
registration fees, state registration fees, and expenses of administrative
personnel and services. Each class has distinct advantages and
disadvantages for different investors, and investors may choose the class
that best suits their circumstances and objectives. See "How to Buy
Shares," "Alternative Purchase Plans," "What Class A Shares Will Cost" and
"What Class C Shares Will Cost."

<TABLE>
<CAPTION>
Annual 12b-1 Fees
as a % of average
Sales Charge daily net assets Other Information

<S> <C> <C> <C>
A Shares Maximum initial Service fee of 0.25% Initial sales charge
sales charge of 4.75% waived or reduced for
certain purchases

C Shares Maximum CDSL of 1% of Service fee of 0.25%; CDSL waived for
redemption proceeds; distribution fee of certain types of
declining to zero after 0.75% redemptions
1 year

</TABLE>

The Portfolio also offers Eagle shares. Eagle shares require a
minimum investment of $50,000 and are issued without the imposition of an
initial sales charge or a CDSL. Eagle shares pay a distribution fee of
.75% of average daily net assets and a service fee of .25% of average
daily net assets and may have other differences in expenses. These
expense differences may affect performance. You may contact Eagle at

- 3 -
<PAGE>

(800) 237-3101 to obtain more information concerning Eagle shares. You
also may contact a registered representative of Raymond James &
Associates, Inc. (the "Distributor"), a participating dealer, or a
participating bank ("Representative") for more information concerning
Eagle shares. Your Representative will assist you in determining which
class is appropriate for your investment objectives and goals.

Investment Objective, Policies and Risk Factors
=========================================================================

The Portfolio seeks capital appreciation principally through
investment in an international portfolio of equity securities. Income is
an incidental consideration. There can be no assurance that the
Portfolio's investment objective will be achieved.

Under normal market conditions, at least 65% of the Portfolio's total
assets will be invested in common stocks (which may or may not pay
dividends), convertible bonds, convertible preferred stocks, warrants,
rights or other equity securities of foreign issuers and sponsored and
unsponsored depository receipts representing the securities of foreign
issuers (including American Depository Receipts, European Depository
Receipts, Global Depository Receipts and International Depository
Receipts, among others). Its remaining assets may be invested in foreign
debt securities, securities issued or guaranteed by the U.S. Government,
its agencies and instrumentalities, repurchase agreements and foreign and
domestic short-term investments as discussed in the SAI. In addition, the
Portfolio may invest up to 10% of its assets in securities of other
investment companies, such as closed-end investment companies that invest
in foreign markets. As a shareholder of an investment company, the
Portfolio may indirectly bear service fees, which are in addition to the
fees the Portfolio pays to its own service providers. The Portfolio may
borrow up to 10% of its total assets from banks as a temporary measure,
such as to meet higher than anticipated redemption requests. For a
further discussion of these investment objectives and policies, see
"Investment Objective and Policies of the Portfolio-Investment Policies"
in the SAI.

The Portfolio normally will invest at least 50% of its investment
portfolio in securities traded in developed foreign securities markets,
such as those included in the Morgan Stanley Capital International Europe,
Australia, Far East Index ("EAFE Index"). Countries in the EAFE Index
include Japan, France, the United Kingdom, Germany, Hong Kong and
Malaysia, among others. The Portfolio also will invest in emerging
markets (which may include investments in countries such as India, Mexico,
Poland and Singapore, for example). Emerging markets are those countries
whose markets may not yet fully reflect the potential of the developing
economy. The Portfolio may invest in foreign currency and purchase and
sell foreign currency forward contracts and futures contracts. See
"Futures Transactions; Foreign Currency Transactions" below.

The Portfolio will not limit its investments to any particular type
or size of company. It may invest in companies whose earnings are

- 4 -
<PAGE>

believed by the Portfolio's investment subadviser, Martin Currie Inc. (the
"Subadviser"), to be in a relatively strong growth trend, or in companies
in which significant further growth is not anticipated but whose market
value per share is thought by the Subadviser to be undervalued. It may
invest in small and relatively less well known companies, which may have
more restricted product lines or more limited financial resources than
larger, more established companies and may be more severely affected by
economic downturns or other adverse developments. Trading volume of these
companies' securities may be low and their market values may be volatile.
While the Portfolio's investment strategy generally will emphasize equity
securities, the Portfolio may invest a portion of its assets in investment
grade fixed income securities when, in the opinion of the Subadviser,
equity securities appear to be overvalued or the Subadviser otherwise
believes investing in fixed income securities affords the Portfolio the
opportunity for capital growth, as in periods of declining interest rates.

In allocating the Portfolio's assets among the various securities
markets of the world, the Subadviser will consider such factors as the
condition and growth potential of the various economies and securities
markets, currency and taxation considerations and other pertinent
financial, social, national and political factors. Under certain adverse
investment conditions, the Portfolio may restrict the number of securities
markets in which its assets will be invested, although under normal market
circumstances the Portfolio's investments will involve securities
principally traded in at least three different countries. Otherwise,
there are no prescribed limits on geographic asset distribution and the
Portfolio has the authority to invest in securities traded in securities
markets of any country in the world. The Portfolio will invest only in
markets where, in the judgment of the Subadviser, there exists an
acceptable framework of market regulation and sufficient liquidity.

The securities markets of many nations can be expected to move
relatively independently of one another because business cycles and other
economic or political events that influence one country's securities
markets may have little effect on the securities markets of other
countries. By investing in an international securities portfolio, the
Portfolio seeks to reduce the risks associated with investing in the
economy of only one country. See "Foreign Investments--Risk Factors"
below.

Although the Portfolio will not trade primarily for short-term
profits, the Subadviser may make investments with potential for short-term
appreciation when such action is deemed desirable and in the best
interests of shareholders. In addition, for temporary defensive purposes,
the Portfolio may invest all or a major portion of its assets in (1)
foreign debt securities, (2) debt and equity securities of U.S. issuers,
and (3) obligations issued or guaranteed by the United States or a foreign
government or their respective agencies, authorities or instrumentalities.
Portfolio shares will fluctuate in value as a result of changes in the
value of its portfolio investments.

- 5 -
<PAGE>

The Portfolio may engage in the following investment practices, among
others, each of which involves special risks. The SAI contains more
detailed information about these practices, including limitations designed
to reduce these risks. The Portfolio's investment objective is
fundamental and may not be changed without shareholder approval. All
policies of the Portfolio described in this Prospectus may be changed by
the Board of Trustees without shareholder approval. For a further
discussion of the Portfolio's investment policies and risks, see
"Investment Objective and Policies of the Portfolio" in the SAI.

Convertible Securities. The Portfolio may invest in convertible
securities that are rated as investment grade (BBB or above by Standard &
Poor's ("S&P") or Baa or above by Moody's Investors Service, Inc.
("Moody's")) at the time of purchase, or unrated convertible securities
deemed to be of comparable quality by the Subadviser. Securities rated in
the lowest category of investment grade are considered to have speculative
characteristics, and changes in economic conditions or other circumstances
are more likely to lead to a weakened capacity to make principal and
interest payments than is the case with higher grade bonds. The Portfolio
may retain a security that subsequently has been downgraded below
investment grade if, in the Subadviser's opinion, it is in the Portfolio's
best interest. The Portfolio also may invest up to 5% of its assets in
convertible securities rated below investment grade by S&P or Moody's or
unrated securities deemed to be below investment grade by the Subadviser.
The price of lower rated securities tends to be less sensitive to interest
rate changes than the price of higher-rated securities, but more sensitive
to adverse economic changes or individual corporate developments.
Securities rated below investment grade are deemed to be predominantly
speculative with respect to the issuer's capacity to pay interest and
repay principal and may involve major risk exposure to adverse conditions.
See the SAI for a discussion of the risks associated with these
lower-rated securities and the Appendix to the SAI for a description of
S&P's and Moody's corporate bond ratings.

Foreign Investments--Risk Factors. The Portfolio's investments in
securities of foreign issuers, or securities principally traded overseas,
may involve certain special risks due to foreign economic, political and
legal developments, including favorable or unfavorable changes in currency
exchange rates, exchange control regulations, expropriation of assets or
nationalization, imposition of withholding taxes on dividend or interest
payments, and possible difficulty in obtaining and enforcing judgments
against foreign entities. Furthermore, foreign issuers are subject to
different, often less comprehensive, accounting, reporting and disclosure
requirements than domestic issuers. The securities of some foreign
companies and foreign securities markets are less liquid and at times more
volatile than securities of comparable U.S. companies and U.S. securities
markets. Foreign brokerage commissions and other fees are generally
higher than in the United States. Foreign settlement procedures and trade
regulation may involve certain risks (such as delay in payment or delivery
of securities or in the recovery of assets held abroad) and expenses not
present in the settlement of domestic investments. There also are special

- 6 -
<PAGE>

tax considerations that apply to securities of foreign issuers and
securities principally traded overseas.

The Portfolio's investments in emerging markets include investments
in countries whose economies or securities markets are not yet highly
developed. Special considerations associated with these investments (in
addition to the considerations regarding foreign investments generally)
may include, among others, greater political uncertainties, an economy's
dependence on revenues from particular commodities or on international aid
or development assistance, currency transfer restrictions, a limited
number of potential buyers for such securities and delays and disruptions
in securities settlement procedures.

The Portfolio's investments in foreign currency denominated debt
obligations and hedging activities likely will produce a difference
between its book income and its taxable income. If the Portfolio's book
income exceeds its taxable income, a portion of the Portfolio's income
distributions would constitute returns of capital for tax purposes because
the Portfolio distributes substantially all of its net investment income.
See "Dividends and Other Distributions" and "Taxes." In addition, if the
Portfolio's taxable income exceeds its book income, the Portfolio might
have to distribute all or part of that excess to qualify as a "regulated
investment company" for Federal tax purposes or to avoid the imposition of
a 4% excise tax on certain undistributed income and gains. See "Taxes" in
the SAI.

Forward Commitments, When-Issued and Delayed Delivery Transactions.
The Portfolio may purchase portfolio securities on a when-issued basis,
may purchase and sell such securities for delayed delivery and may make
contracts to purchase such securities for a fixed price at a future date
beyond normal settlement time ("forward commitments"). When-issued
transactions, delayed delivery purchases and forward commitments involve a
risk of loss if the value of the securities declines prior to the
settlement date, which risk is in addition to the risk of decline in the
value of the Portfolio's other assets. No income accrues to the purchaser
of such securities prior to delivery.

Illiquid Securities. The Portfolio may invest up to 10% of its net
assets in "illiquid securities," which are defined as securities that may
not be disposed of in the ordinary course of business at approximately the
value at which the Portfolio has valued such securities, and which
includes certain securities whose disposition is restricted by the
securities laws. Restricted securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933, as amended, which are
determined to be liquid under Board-approved guidelines, are not subject
to the 10% limit.

Futures Transactions; Foreign Currency Transactions. The Portfolio
may engage in transactions in futures contracts and forward contracts to
adjust the risk/return characteristics of the Portfolio's investment
portfolio. The Portfolio may buy and sell stock index and currency
futures contracts. A currency futures contract is an agreement between

- 7 -
<PAGE>

two parties to buy and sell the underlying currency for a set price on a
future date. A stock index future is an obligation to make or take a cash
settlement, in the future, based on price movements that occur in the
specific stock index underlying the contract.

If the Subadviser wants to hedge the Portfolio's exposure to a broad
decline in equity market prices, it might sell futures contracts on stock
indices. Then, if the value of the underlying securities declines, the
value of the futures contracts should increase. If, however, the value of
the underlying securities increases, the Portfolio should suffer a loss on
its futures contract position. Likewise, if the Portfolio expects stock
prices to rise, the Portfolio might purchase stock index futures contracts
to offset potential increases in the acquisition cost of securities that
the Portfolio intends to acquire. If, as expected, the market value of
the equity indices and futures contracts with respect thereto increase,
the Portfolio would benefit from a rise in the value of long-term
securities without actually buying them until the market had stabilized.
However, if the value of the equity indices decline, the value of the
futures contracts also will decline.

The Portfolio also may buy and sell foreign currencies, foreign
currency futures contracts and forward foreign currency contracts. A
forward foreign currency contract is an agreement between the Portfolio
and a contra party to buy or sell a specified currency at a specified
price and future date. If a decline in the value of a particular currency
relative to the U.S. dollar is anticipated, the Portfolio may enter into a
futures contract or forward contract to sell that currency as a hedge. If
it is anticipated that the value of a foreign currency will rise, the
Portfolio may purchase a currency futures contract or forward contract to
protect against an increase in the price of securities denominated in a
particular currency the Portfolio intends to purchase. These practices,
however, may present risks different from or in addition to the risks
associated with investments in foreign currencies.

The Portfolio might not use any of the strategies described above,
and there can be no assurance that any strategy used will succeed. If the
Subadviser incorrectly forecasts stock market or currency exchange rates
in utilizing a strategy for the Portfolio, the Portfolio would be in a
better position if it had not hedged at all. Although futures contracts
and forward contracts are intended to replicate movements in the cash
markets for the securities and currencies in which the Portfolio invests
without the large cash investments required for dealing in such markets,
they may subject the Portfolio to additional risks. The principal risks
associated with the use of futures and forward contracts are: (1)
imperfect correlation between movements in the market price of the
portfolio investment or currency (held or intended to be purchased) being
hedged and in the price of the futures contract or forward contract; (2)
possible lack of a liquid secondary market for closing out futures or
forward contract positions; (3) the need for additional portfolio
management skills and techniques; (4) the fact that, while hedging
strategies can reduce the risk of loss, they also can reduce the
opportunity for gain, or even result in losses, by offsetting favorable

- 8 -
<PAGE>

price movements in hedged investments; and (5) the possible inability of
the Portfolio to purchase or sell a portfolio security at a time when it
would otherwise be favorable for it to do so, or the possible need for the
Portfolio to sell a security at a disadvantageous time, due to the need
for the Portfolio to maintain "cover" or to segregate securities in
connection with hedging transactions and the possible inability of the
Portfolio to close out or liquidate a hedged position.

For a hedge to be completely effective, the price change of the
hedging instrument should equal the price change of the security or
currency being hedged. Such equal price changes are not always possible
because the investment underlying the hedging instrument may not be the
same investment that is being hedged. The Subadviser will attempt to
create a closely correlated hedge, but hedging activity may not be
completely successful in eliminating market value fluctuation. The
ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortion.
Due to the possibility of distortion, a correct forecast of currency
exchange rate or stock market trends by the Subadviser may still not
result in a successful transaction. The Subadviser may be incorrect in
its expectations as to the extent of various currency exchange rate or
stock market movements or the time span within which the movements take
place.

Although hedging strategies are intended to reduce fluctuations in
Portfolio net asset value, the Portfolio nonetheless anticipates that its
net asset value will fluctuate.

Portfolio Turnover. Portfolio turnover is not a limiting factor with
respect to investment decisions. High portfolio turnover (e.g., over
100%) involves correspondingly greater brokerage commissions and other
transaction costs, which will be borne directly by the Portfolio. It is
anticipated that the Portfolio's portfolio turnover will not exceed 150%
during its initial fiscal year.

Repurchase Agreements. Repurchase agreements are transactions in
which the Portfolio purchases securities and commits to resell the
securities to the original seller (a member bank of the Federal Reserve
System or securities dealers who are members of a national securities
exchange or are market makers in U.S. Government securities) at an agreed
upon date and price reflecting a market rate of interest unrelated to the
coupon rate or maturity of the purchased securities. Although repurchase
agreements carry certain risks not associated with direct investments in
securities, including possible decline in the market value of the
underlying securities and delays and costs to the Portfolio if the other
party to the repurchase agreement becomes bankrupt, the Portfolio intends
to enter into repurchase agreements only with banks and dealers in
transactions believed by Eagle, to present minimal credit risks in
accordance with guidelines established by the Board of Trustees.

Net Asset Value
=========================================================================

- 9 -
<PAGE>

The net asset values of the A shares and C shares are calculated by
dividing the value of the total assets of the Portfolio, less liabilities,
by the number of shares outstanding. Shares are valued as of the close of
regular trading on the New York Stock Exchange ("Exchange") each day it is
open. Portfolio securities and other assets for which market quotations
are readily available are stated at market value. Short-term investments
that will mature in 60 days or less are stated at amortized cost, which
approximates market value. All other securities and assets are valued at
their fair market value following procedures approved by the Trustees.
Securities that are quoted in a foreign currency will be valued daily in
U.S. dollars at the foreign currency exchange rates prevailing at the time
the Portfolio calculates its daily net asset value per share. Although
the Portfolio values its assets in U.S. dollars on a daily basis, it does
not intend to convert holdings of foreign currencies into U.S. dollars on
a daily basis. The per share net asset value of A shares and C shares may
differ as a result of the different daily expense accruals applicable to
each class. For more information on the calculation of net asset value,
see "Net Asset Value" in the SAI.

Performance Information
=========================================================================

Total return data of the A shares, C shares, and Eagle shares may
from time to time be included in advertisements about the Portfolio.
Performance information is computed separately for A shares, C shares, and
Eagle shares in accordance with the methods described below. Because C
shares bear the expense of a higher distribution fee attributable to the
deferred sales charge alternative, the performance of C shares likely will
be lower than that of A shares.

Total return with respect to a class for the one-, five-, and ten-
year periods or, if such periods have not yet elapsed, the period since
the establishment of that class, through the most recent calendar quarter
represents that average annual compounded rate of return on an investment
of $1,000 in that class at the public offering price (in the case of A
shares, giving effect to the maximum initial sales load of 4.75% and, in
the case of C shares, giving effect to the deduction of any contingent
deferred sales load ("CDSL") that would be payable). In addition, the
Portfolio also may advertise its total return in the same manner, but
without taking into account the sales load or CDSL. The Portfolio also
may advertise total return calculated without annualizing the return and
total return may be presented for other periods. By not annualizing the
returns, the total return calculated in this manner will simply reflect
the increase in net asset value per A shares, C shares, and Eagle shares
over a period of time, adjusted for dividends and other distributions.
The A shares, C shares, and Eagle shares performance may be compared with
various indices.

All data is based on the Portfolio's past investment results and does
not predict future performance. Investment performance, which will vary,
is based on many factors, including market conditions, the composition of
the Portfolio's investment portfolio and the Portfolio's operating

- 10 -
<PAGE>

expenses. Investment performance also often reflects the risks associated
with the Portfolio's investment objective and policies. These factors
should be considered when comparing the Portfolio's investment results to
those of other mutual funds and other investment vehicles. For more
information on investment performance, see the SAI.

INVESTING IN THE PORTFOLIO

How to Buy Shares
=========================================================================

Shares of the Portfolio are continuously offered through the
Portfolio's principal underwriter, Raymond James & Associates, Inc., and
through other participating dealers or banks that have dealer agreements
with the Distributor. The Distributor receives commissions consisting of
that portion of the sales load remaining after the dealer concession is
paid to participating dealers or banks. Such dealers may be deemed to be
underwriters pursuant to the Securities Act of 1933, as amended.

Shares of the Portfolio may be purchased through your Representative
by placing an order for Portfolio shares with your Representative,
completing and signing the Account Application in this Prospectus, and
mailing it, along with your payment, within three business days.

The Portfolio offers and sells A shares and C shares through this
Prospectus. A shares may be purchased at a price equal to their net asset
value per share next determined after receipt of an order, plus a sales
load imposed at the time of purchase. C shares may be purchased at a
price equal to their net asset value per share next determined after
receipt of an order. A CDSL of 1% is imposed on C shares if you redeem
those shares within one year of purchase. When you place an order for
Portfolio shares, you must specify which class of shares you wish to
purchase. See "Alternative Purchase Plans."

All purchase orders received by the Distributor prior to the close of
regular trading on the Exchange -- generally 4:00 p.m. Eastern time --
will be executed at that day's offering price. Purchase orders received
by your Representative prior to the close of regular trading on the
Exchange and transmitted to the Distributor before 5:00 p.m. Eastern time
on that day also will receive that day's offering price. Otherwise, all
purchase orders accepted after the offering price is determined will be
executed at the offering price determined as of the close of regular
trading on the Exchange on the next trading day. See "What Class A Shares
Will Cost" and "What Class C Shares Will Cost."

You may purchase shares of the Portfolio directly by completing and
signing the Account Application in the Prospectus and mailing it, along
with your payment to Heritage Series Trust -- Eagle International Equity
Portfolio, c/o Shareholder Services, Heritage Asset Management, Inc., P.O.
Box 33022, St. Petersburg, FL 33733.

- 11 -
<PAGE>

Shares also may be purchased with Federal Funds (a commercial bank's
deposit with the Federal Reserve Bank that can be transferred to another
member bank on the same day) sent by Federal Reserve or bank wire to State
Street Bank and Trust Company, Boston, Massachusetts, ABA # 011-000-028,
Account # 3196-769-8. Wire instructions should include (1) the name of the
Portfolio, (2) the class of shares to be purchased, (3) your account
number assigned by the Portfolio, and (4) your name. To open a new
account with Federal Funds or by wire, you must contact Heritage Asset
Management, Inc. ("Heritage") or your Representative to obtain a Heritage
account number. Commercial banks may elect to charge a fee for wiring
funds to the Custodian. For more information on "How to Buy Shares," see
"Investing in the Portfolio" in the SAI.

Minimum Investment Required/Accounts with Low Balances
=========================================================================

Except as provided under "Investment Programs," the minimum initial
investment in the Portfolio is $1,000, and a minimum account balance of
$500 must be maintained. These minimum requirements may be waived at the
discretion of Heritage. In addition, initial investments in Individual
Retirement Accounts ("IRAs") may be reduced or waived under certain
circumstances. Contact Heritage or your Representative for further
information.

Due to the high cost of maintaining accounts with low balances, it is
currently the Portfolio's policy to redeem Portfolio shares in any account
if the account balance falls below the required minimum value of $500,
except for retirement accounts. The shareholder will be given 30 days'
notice to bring the account balance to the minimum required or the
Portfolio may redeem shares in the account and pay the proceeds to the
shareholder. The Portfolio does not apply this minimum account balance
requirement to accounts that fall below the minimum due to market
fluctuation.

Investment Programs
=========================================================================

A variety of investment options are available for the purchase of
Portfolio shares. These plans provide for automatic monthly investments
of $50 or more through various methods described below. You may change
the amount to be automatically invested or discontinue this service at any
time without penalty. If you discontinue this service before reaching the
required account minimum, the account must be brought up to the minimum in
order to remain open. Shareholders desiring this service should complete
the appropriate application available from Heritage. You will receive a
periodic confirmation of all activity for your account.

Automatic Investment Options:
-----------------------------

1. Bank Draft Investing -- You authorize Heritage to process a monthly
draft from your personal checking account for investment into the

- 12 -
<PAGE>

Portfolio. The draft is returned by your bank the same way a
canceled check is returned.

2. Payroll Direct Deposit -- If your employer participates in a direct
deposit program (also known as ACH Deposits) you may have all or a
portion of your payroll directed to the Portfolio. This will
generate a purchase transaction each time you are paid by your
employer. Your employer will report to you the amount sent from each
paycheck.

3. Government Direct Deposit -- If you receive a qualifying periodic
payment from the U.S. Government or other agency that participates in
Direct Deposit, you may have all or part of each check directed to
purchase shares of the Portfolio. The U.S. Government or agency will
report to you all payments made.

4. Automatic Exchange -- If you own shares of another Heritage open-end
mutual fund for which Heritage serves as adviser ("Heritage Mutual
Fund") you may elect to have a preset amount redeemed from that fund
and exchanged into the corresponding class of shares of the
Portfolio. You will receive a statement from the other Heritage
Mutual Fund confirming the redemption.

You may change or terminate any of the above options at any time.

Retirement Plans
----------------

Shares of the Portfolio may be purchased as an investment for
Heritage IRA plans. In addition, shares may be purchased as an investment
for self-directed IRAs, defined contribution plans, Simplified Employee
Pension Plans ("SEPs"), and other retirement plan accounts.

Heritage IRA. Individuals who earn compensation and who have not
reached age 70 1/2 before the close of the year generally may establish a
Heritage IRA. You may make limited contributions to the Heritage IRA
through the purchase of shares of the Portfolio and/or other Heritage
Mutual Funds. The Internal Revenue Code of 1986, as amended ("Code"),
limits the deductibility of IRA contributions to taxpayers who are not
active participants (and whose spouses are not active participants) in
employer-provided retirement plans or who have adjusted gross income below
certain levels. Nevertheless, the Code permits other individuals to make
nondeductible IRA contributions up to $2,000 per year (or $2,250, if such
contributions also are made for a nonworking spouse and a joint return is
filed). The Heritage IRA also may be used for certain "rollovers" from
qualified benefit plans and from Section 403(b) annuity plans. For more
detailed information on the Heritage IRA please contact Heritage.

Portfolio shares may be used as the investment medium for qualified
plans (defined benefit or defined contribution plans established by
corporations, partnerships and sole proprietorships). Contributions to

- 13 -
<PAGE>

qualified plans (within certain limits) may be made on behalf of the
employees, including owner employees, of the sponsoring entity.

Other Retirement Plans. Multiple participant payroll deduction
retirement plans also may purchase A shares of any Heritage Mutual Fund at
a reduced sales load on a monthly basis during the 13-month period
following such a plan's initial purchase. The sales load applicable to an
initial purchase of A shares of the Portfolio will be that normally
applicable under the schedule of sales load set forth in this Prospectus,
to an investment 13 times larger than such initial purchase. The sales
load applicable to each succeeding monthly purchase of A shares will be
that normally applicable, under such schedule, to an investment equal to
the sum of (1) the total purchase previously made during the 13-month
period, and (2) the current month's purchase multiplied by the number of
months (including the current month) remaining in the 13-month period.
Sales loads previously paid during such period will not be retroactively
adjusted on the basis of later purchases. Multiple participant payroll
deduction retirement plans may purchase C shares at any time.

Alternative Purchase Plans
=========================================================================

The alternative purchase plans offered by the Portfolio enable you to
choose the class of shares that you believe will be most beneficial given
the amount of your intended purchase, the length of time you expect to
hold the shares and other circumstances. You should consider whether,
during the anticipated length of your intended investment in the
Portfolio, the accumulated continuing distribution and service fees plus
the CDSL on C shares would exceed the initial sales load plus accumulated
service fees on A shares purchased at the same time. Another factor to
consider is whether the potentially higher yield of A shares due to lower
ongoing charges will offset the initial sales load paid on such shares.
Representatives may receive different compensation for sales of A shares
than sales of C shares.

If you purchase sufficient shares to qualify for a reduced sales
load, you may prefer to purchase A shares because similar reductions are
not available on the C shares. For example, if you intend to invest more
than $1,000,000 in shares of the Portfolio, you should purchase A shares.
Moreover, all A shares are subject to lower 12b-1 fees and, accordingly,
are expected to pay correspondingly higher dividends on a per share basis.
If your purchase will not qualify for a reduced sales load, you may still
wish to purchase A shares if you expect to hold your shares for an
extended period of time because, depending on the number of years you hold
the investment, the continuing distribution and service fees on C shares
would eventually exceed the initial sales load plus the continuing service
fee on A shares during the life of your investment. However, because
initial sales loads are deducted at the time of purchase, not all of the
purchase payment for A shares is invested initially.

You might determine that it would be more advantageous to purchase C
shares in order to have all of your purchase payment invested initially.

- 14 -
<PAGE>

However, your investment would remain subject to continuing distribution
and service fees and, for a one year period, be subject to a CDSL. For
example, based on current fees and expenses for the Portfolio and the
maximum A shares sales load, you would have to hold A shares approximately
six years before the accumulated distribution and servicing fees on the C
shares would exceed the initial sales load plus the accumulated servicing
fees on the A shares.

What Class A Shares Will Cost
=========================================================================

A shares are sold on each day on which the Exchange is open. The A
shares of the Portfolio are sold at their next determined net asset value
plus a sales load as described below.

<TABLE>
<CAPTION>
Sales Load as a
Percentage of
Net Amount Dealer Concession
Amount of Offering Invested as Percentage of
Purchase Price (Net Asset Value) Offering Price(1)
--------- -------- ----------------- -----------------
<S> <C> <C> <C>
Less than $25,000 4.75% 4.99% 4.25%
$25,000-$49,999 4.25% 4.44% 3.75%
$50,000-$99,999 3.75% 3.90% 3.25%
$100,000-$249,999 3.25% 3.36% 2.75%
$250,000-$499,999 2.50% 2.56% 2.00%
$500,000-$999,999 1.75% 1.78% 1.25%
$1,000,000 and over 1.00% 1.01% 0.75%

</TABLE>

(1) During certain periods, the Distributor may pay 100% of the sales
load to participating dealers or participating banks. Otherwise, it
will pay the Dealer Concession shown above.

A shares of the Portfolio may be sold at net asset value without any
sales load to Heritage, Eagle, and the Subadviser; current and retired
officers and Trustees of the Trust; directors, officers, full-time
employees and retired employees of Heritage, Eagle, the Subadviser of any
Heritage Fund and the Distributor, and their affiliates; registered
representatives of broker-dealers that are parties to dealer agreements
with the Distributor; directors, officers and full-time employees of banks
that are parties to agency agreements with the Distributor; and all such
persons' immediate relatives and beneficial accounts. In addition, the
American Psychiatric Association (the "APA Group") has entered into an
agreement with the Distributor that allows its members to purchase
Portfolio shares at a sales load equal to two-thirds of the percentages in
the above table. The Dealer concession will be adjusted in a like manner.
Members of the APA Group also are eligible to purchase A shares at net

- 15 -
<PAGE>

asset value in amounts equal to the value of shares redeemed from other
mutual funds that were purchased under reduced sales load programs
available to their organization. A shares also may be purchased without
sales loads by investors who participate in certain broker-dealer wrap fee
investment programs.

A shares also may be purchased without a sales load if (1) within 90
days of the purchase of A shares the purchaser redeemed shares of one or
more mutual funds for which a retail broker-dealer (other than the
Distributor) or its affiliate was principal underwriter (proprietary
funds), provided that the purchaser either paid a front-end sales load (or
a CDSL), or held shares of those funds for the period required not to pay
an otherwise applicable CDSL, and (2) the total value of shares of all
Heritage Mutual Funds purchased under this sales load waiver does not
exceed the amount of the purchaser's redemption proceeds from the
competing firm's funds. To take advantage of this waiver, an investor
must provide satisfactory evidence that the above-noted conditions are
met. Qualifying investors should contact their investment executives for
more information.

A shares also may be purchased at net asset value by trust companies
and bank trust departments for funds over which they exercise exclusive
discretionary authority and which are held in a fiduciary, agency,
advisory, custodial or similar capacity. Such purchases are subject to
minimum requirements with respect to amount of purchase. Currently, the
minimum purchase required is $1,000,000, which may be invested over a
period of 13 months. The minimum may be changed from time to time by the
Distributor. The minimum may be aggregated between the Portfolio and A
shares of any other Heritage Mutual Funds that would be subject to a sales
load. Cities, counties, states or instrumentalities, and their
departments, authorities or agencies are able to purchase shares of the
Portfolio at net asset value as long as certain conditions are met.

Heritage Net Asset Value ("NAV") Transfer Program
-------------------------------------------------

During specific periods, A shares of the Portfolio may be sold at net
asset value without any sales load under Heritage's NAV Transfer Program.
To qualify for the NAV Transfer Program, you must provide adequate proof
that you recently redeemed shares from an open-end, load or no-load mutual
fund outside the Heritage family of mutual funds. To provide adequate
proof you must complete a qualification form and provide a statement
showing the value liquidated from the other mutual fund within time
parameters set by Heritage. Also, A shares must have been liquidated no
more than 90 days prior to the beginning of the promotion period and not
after the period ends. Heritage may pay Representatives a one-time fee of
up to 0.25% for all trades meeting the requirements. Heritage reserves
the right to recover these fees if A shares are redeemed within 90 days of
purchase.

- 16 -
<PAGE>

Combined Purchase Privilege (Right of Accumulation)
---------------------------------------------------

You may qualify for the sales load reductions indicated in the above
sales load schedule by combining purchases of A shares of the Portfolio
into a single "purchase," if the resulting "purchase" totals at least
$25,000. The term "purchase" refers to a single purchase by an
individual, or to concurrent purchases which, in the aggregate, are at
least equal to the prescribed amounts, by an individual, his spouse and
their children under the age of 21 years purchasing A shares of the
Portfolio for his or their own account; a single purchase by a trustee or
other fiduciary purchasing A shares for a single trust, estate or single
fiduciary account although more than one beneficiary is involved; or a
single purchase for the employee benefit plans of a single employer. A
"purchase" also may include A shares, purchased at the same time through a
single selected dealer, of any registered investment company managed by
Heritage that distributes its shares subject to a sales load. To qualify
for the Combined Purchase Privilege or to obtain the Cumulative Quantity
Discount on a purchase through a selected dealer, you or the selected
dealer must provide the Distributor with sufficient information to verify
that each purchase qualifies for the privilege or discount.

Statement of Intention
----------------------

You also may obtain the reduced sales loads shown under "What Class A
Shares Will Cost" by means of a written Statement of Intention, which
expresses your intention to invest not less than $25,000 within a period
of 13 months in A shares of the Portfolio or any other Heritage Mutual
Fund subject to a sales load ("Statement of Intention").

Investors qualifying for the Combined Purchase Privilege described
above may purchase A shares of the Heritage Mutual Funds under a single
Statement of Intention. For example, if, at the time an investor signs a
Statement of Intention to invest at least $25,000 in A shares of the
Portfolio, the investor and the investor's spouse each purchase shares of
the Portfolio worth $5,000 (for a total of $10,000), then it will only be
necessary to invest a total of $15,000 during the following 13 months in A
shares of the Portfolio or any other Heritage Mutual Fund to qualify for
the reduced sales loads on the total amount being invested.

The Statement of Intention is not a binding obligation upon the
investor to purchase the full amount indicated. The minimum initial
investment under a Statement of Intention is 5% of such amount. If you
would like to enter into a Statement of Intention in conjunction with your
initial investment in A shares of the Portfolio, please complete the
appropriate portion of the Account Application found in this Prospectus.
Current shareholders can obtain a Statement of Intention by contacting
Heritage or their Representative.

- 17 -
<PAGE>

Reinstatement Privilege
-----------------------

A shareholder who has redeemed any or all of his A shares of the
Portfolio may reinvest all or any portion of the redemption proceeds in A
shares of the Portfolio at net asset value without any sales load,
provided that such reinvestment is made within 30 calendar days after the
redemption date. A shareholder who has redeemed any or all of his C
shares of the Portfolio and has paid a CDSL on those shares or has held
those shares long enough so that the CDSL no longer applies, may reinvest
all or any portion of the redemption proceeds in C shares of the Portfolio
at net asset value without paying a CDSL on future redemptions of those
shares, provided that such reinvestment is made within 90 calendar days
after the redemption date. A reinstatement pursuant to this privilege
will not cancel the redemption transaction; therefore, (1) any gain so
realized will be recognized for federal tax purposes, and (2) any loss so
realized will not be recognized for those purposes to the extent that the
redemption proceeds are reinvested in shares of the Portfolio. See
"Taxes". The reinstatement privilege may be utilized by a shareholder
only once, irrespective of the number of shares redeemed, except that the
privilege may be utilized without limitation in connection with
transactions whose sole purpose is to transfer a shareholder's interest in
the Portfolio to his defined contribution plan, SEP, or IRA. Investors
may exercise the reinstatement privilege.

For more information on "What Class A Shares Will Cost" and further
explanation of instances in which the sales load will be waived or
reduced, see "Investing in the Portfolio" in the SAI.

What Class C Shares Will Cost
=========================================================================

A CDSL of 1% is imposed on C shares if, within one year of purchase,
you redeem an amount that causes the current value of your account to fall
below the total dollar amount of C shares purchased subject to the CDSL.
The CDSL will not be imposed on the redemption of C shares acquired as
dividends or other distributions, or on any increase in the net asset
value of the redeemed C shares above the original purchase price. Thus,
the CDSL will be imposed on the lower of net asset value or purchase
price.

Redemptions will be processed in a manner intended to minimize the
amount of redemption that will be subject to the CDSL. When calculating
the CDSL, it will be assumed that the redemption is made first of C shares
acquired as dividends, second of C shares that have been held for over one
year, and finally of C shares held for less than one year on a first-in
first-out basis.

For example, assume you purchase 100 C shares at $10 per shares (for
a total cost of $1,000) and, during the year you purchase such shares, the
net asset value increases to $12 per share and you acquire 10 additional
shares as dividends. If you redeem 50 shares (or $600) within the first

- 18 -
<PAGE>

year of purchase, 10 shares would not be subject to the CDSL because
redemptions are made first of shares acquired as dividends. With respect
to the remaining shares, the CDSL is applied only to the original cost of
$10 per share and not to the higher net asset value of $12 per share.
Therefore, only 40 of the 50 shares ($400) being redeemed would be subject
to a CDSL at a rate of 1%.

Waiver of the Contingent Deferred Sales Load. The CDSL is currently
waived for (1) any partial or complete redemption in connection with a
distribution without penalty under Section 72(t) of the Code from a
qualified retirement plan, including a Keogh or IRA upon attaining age
70 1/2; (2) any redemption resulting from a tax-free return of an excess
contribution to a qualified employer retirement plan or an IRA; (3) any
partial or complete redemption following death or disability (as defined
in Section 72(m)(7) of the Code) of a shareholder (including one who owns
the shares as joint tenant with his spouse) from an account in which the
deceased or disabled is named, provided the redemption is requested within
one year of the death or initial determination of disability; (4) certain
periodic redemptions under the Systematic Withdrawal Plan from an account
meeting certain minimum balance requirements, in amounts representing
certain maximums established from time to time by the Distributor
(currently a maximum of 12% annually of the account balance at the
beginning of the Systematic Withdrawal Plan); or (5) involuntary
redemptions by the Portfolio of C shares in shareholder accounts that do
not comply with the minimum balance requirements. The Distributor may
require proof of documentation prior to waiver of the CDSL described in
sections (1) through (4) above, including distribution letters,
certification by plan administrators, applicable tax forms or death or
physicians certificates.

For more information on C shares, see "Reinstatement Privilege" and
"Exchange Privilege."

How to Redeem Shares
=========================================================================

Redemptions of Portfolio shares can be made by:

Contacting Your Representative. Your Representative will transmit an
order to the Portfolio for redemption and may charge you for this service.

Telephone Request. You may redeem shares by placing a telephone
request to the Portfolio (800-421-4184) prior to the close of regular
trading on the Exchange. If you do not wish to have telephone
exchange/redemption privileges, you should so elect by completing the
appropriate portion of the Account Application. The Trust, Heritage,
Distributor and their Trustees, directors, officers and employees are not
liable for any loss arising out of telephone instructions they reasonably
believe are authentic. These parties will employ reasonable procedures to
confirm that telephone instructions are authentic. To the extent that the
Trust, Heritage, Distributor and their Trustees, directors, officers and
employees do not follow reasonable procedures, some or all of them may be

- 19 -
<PAGE>

liable for losses due to unauthorized or fraudulent transactions. For
information on these procedures, see "Redeeming Shares -- Telephone
Transactions" in the SAI. You may elect to have the funds wired to the
bank account specified on the Account Application. Portfolios will
normally be sent the next business day, and you will be charged a wire fee
by Heritage (currently $5.00). For redemptions of less than $25,000, you
may request that the check be mailed to your address of record, providing
that such address has not been changed in the past 60 days. For your
protection, all other redemption checks will be transferred to the bank
account specified on the Account Application.

Written Requests. Portfolio shares may be redeemed by sending a
written request for redemption to "Heritage Series Trust--Eagle
International Equity Portfolio, c/o Shareholder Services, Heritage Asset
Management, Inc., P.O. Box 33022, St. Petersburg, FL 33733." Signature
guarantees will be required on the following types of requests:
redemptions from any account that has had an address change in the past 60
days, redemptions greater than $25,000, redemptions that are sent to an
address other than the address of record and when exchanging or
transferring funds into another Heritage account that has a different
name. Heritage will transmit an order to the Portfolio for redemption.

Systematic Withdrawal Plan. Withdrawal plans are available that
provide for regular periodic withdrawals of $50 or more on a monthly,
quarterly, semiannual or annual basis. Under these plans, sufficient
shares of the Portfolio are redeemed to provide the amount of the periodic
withdrawal payment. The purchase of A shares while participating in the
Systematic Withdrawal Plan ordinarily will be disadvantageous to you
because you will be paying a sales load on the purchase of A shares at the
same time that you are redeeming shares upon which you may already have
paid a sales load. Therefore, the Portfolio will not knowingly permit
participation in an Automatic Investment Plan if you are at the same time
making systematic withdrawals of A shares. Heritage reserves the right to
cancel systematic withdrawals if insufficient shares are available for two
or more consecutive months.

Please contact Heritage or your Representative for further
information or see "Redeeming Shares" in the SAI.

Receiving Payment
=========================================================================

If a request for redemption is received by the Portfolio in good
order (as described below) before the close of regular trading on the
Exchange, the shares will be redeemed at the net asset value per share
determined at the close of regular trading on the Exchange on that day,
less any applicable CDSL for C shares. Requests for redemption received
by the Portfolio after the close of regular trading on the Exchange will
be executed at the net asset value determined as of the close of trading
on the Exchange on the next trading day, less any applicable CDSL for C
shares.

- 20 -
<PAGE>

Payment for shares redeemed by the Portfolio normally will be made on
the business day after redemption was made. If the shares to be redeemed
have been recently purchased by personal check, the Portfolio may delay
mailing a redemption check until the purchase check has cleared, which may
take up to seven days. This delay can be avoided by wiring funds for
purchases. The proceeds of a redemption may be more or less than the
original cost of Portfolio shares.

A redemption request will be considered to be received in "good
order" if:

. the number or amount of shares and the class of shares to be
redeemed and the shareholder account number are indicated;

. any written request is signed by a shareholder and by all
co-owners of the account with exactly the same name or names
used in establishing the account;

. any written request is accompanied by certificates representing
the shares that have been issued, if any, and the certificates
have been endorsed for transfer exactly as the name or names
appear on the certificates or an accompanying stock power has
been attached; and

. the signatures on any written redemption request exceeding
$25,000 and on any certificates for shares (or an accompanying
stock power) have been guaranteed by a national bank, a state
bank that is insured by the Federal Deposit Insurance
Corporation, a trust company, or by any member firm of the
New York, American, Boston, Chicago, Pacific or Philadelphia
Stock Exchanges. Signature guarantees also will be accepted
from savings banks and certain other financial institutions that
are deemed acceptable by Heritage, as transfer agent, under its
current signature guarantee program.

The Portfolio has the right to suspend redemption or postpone payment
when the Exchange is closed (other than customary weekend or holiday
closings) or during periods of emergency or other periods as permitted by
the SEC. In the case of any such suspension, you may either withdraw your
request for redemption or receive payment based upon the net asset value
next determined after the suspension is lifted. If a redemption check
remains outstanding after six months, Heritage reserves the right to
redeposit those funds into your account. For more information on
receiving payment, see "Redeeming Shares - Receiving Payment" in the SAI.

Exchange Privilege
=========================================================================

If you have held A shares or C shares for at least 30 days you may
exchange some or all of your shares for shares of any other Heritage
Mutual Fund without the payment of any additional sales load. All
exchanges are subject to the minimum investment requirements and any other

- 21 -
<PAGE>

applicable terms set forth in the prospectus for the Heritage Mutual Fund
whose shares are being acquired. Exchanges involving the redemption of
shares recently purchased by check will be permitted only after the
Heritage Mutual Fund whose shares have been tendered for exchange is
reasonably assured that the check has cleared, normally seven calendar
days following the purchase date. Exchanges of shares of Heritage Mutual
Funds will generally result in the realization of a taxable gain or loss
for Federal income tax purposes.

For purposes of calculating the commencement of the one-year CDSL
holding period for shares exchanged from the Portfolio to the C shares of
any other Fund, except Heritage Cash Trust Money Market Fund, the original
purchase date of those shares exchanged will be used. Any time period
that the exchanged shares were held in the Heritage Cash Trust Money
Market Fund will not be included in this calculation.

If you exchange A shares or C shares for corresponding shares of
Heritage Cash Trust -- Money Market Fund, you may, at any time thereafter,
exchange such shares for the corresponding class of shares of any Heritage
Mutual Fund. Because the Money Market Fund is a no-load mutual fund, if
you exchange shares of that fund acquired by purchase (rather than
exchange) for shares of another Heritage Mutual Fund you will be subject
to the sales load, if any, that would be applicable to a purchase of that
Heritage Mutual Fund. In addition, if you exchange C shares of the
Portfolio for corresponding shares of the Money Market Fund, the period
during which an investment is held in shares of the Money Market Fund will
not count for purposes of calculating the one-year CDSL holding period for
such shares. As a result, if you redeem C shares of the Money Market Fund
before the expiration of the one-year CDSL holding period, you will be
subject to the applicable CDSL. A shares of the Portfolio may be
exchanged for A shares of the Heritage Cash Trust-- Municipal Money Market
Fund, which is the only class of shares offered by that fund. Because the
Municipal Money Market Fund is a no-load fund, if you exchange shares of
that fund acquired by purchase (rather than exchange) for shares of
another Heritage Mutual Fund, you will also be subject to the sales load,
if any, that would be applicable to a purchase of that Heritage Mutual
Fund. C shares are not eligible for exchange into the Municipal Money
Market Fund.

Shares acquired pursuant to a telephone request for exchange will be
held under the same account registration as the shares redeemed through
such exchange. For a discussion of limitation of liability of certain
entities, see "How to Redeem Shares -- Telephone Request."

Telephone exchanges can be effected by calling Heritage at
800-421-4184, or by calling your Representative. In the event that you or
your Representative are unable to reach Heritage by telephone, an exchange
can be effected by sending a telegram to Heritage Asset Management, Inc.,
attention: Shareholder Services. Due to the volume of calls or other
unusual circumstances, telephone exchanges may be difficult to implement
during certain time periods.

- 22 -
<PAGE>

The exchange privilege is available only in states where shares of
the Heritage Mutual Fund being acquired may be legally sold. Each
Heritage Mutual Fund reserves the right to reject any order to acquire its
shares through exchange or otherwise to restrict the exchange privilege.
In addition, each Heritage Mutual Fund may terminate the exchange
privilege upon 60 days notice as described above. For further information
on this exchange privilege, see the SAI, or contact Heritage or your
Representative and see "Exchange Privilege" in the SAI.

MANAGEMENT OF THE PORTFOLIO

Board of Trustees

The business and affairs of the Portfolio are managed by or under the
direction of the Board of Trustees. The Trustees are responsible for
managing the Portfolio's business affairs and for exercising all of the
Portfolio's powers except those reserved for the shareholders. A Trustee
may be removed by the Trustees or a two-thirds vote of the outstanding
Portfolio shares.

Investment Adviser

Eagle Asset Management, Inc. is the Portfolio's investment adviser.
The annual advisory fee paid monthly by the Portfolio to Eagle is based on
the Portfolio's average daily net assets and is 1.00% on the first $100
million of assets and .80% thereafter. While this fee is higher than that
charged for most mutual funds, it is comparable to that charged by many
other mutual funds with similar investment objectives and policies.

Eagle has been managing private accounts since 1976 for a diverse
group of clients, including individuals, corporations, municipalities and
trusts. Eagle managed approximately $1.9 billion for these clients as of
September 30, 1995. In addition to advising private accounts, Eagle acts
as investment adviser to mutual funds, including Heritage Income-Growth
Trust, the Diversified Portfolio of Heritage Income Trust, the Value
Equity, Growth Equity, and Small Cap Stock Funds, each a series of
Heritage Series Trust, the Heritage Capital Appreciation Trust and two
variable annuity portfolios (Eagle Growth Equity Portfolio for American
Skandia and Eagle Value Equity Portfolio for Golden Select). Eagle is a
wholly-owned subsidiary of Raymond James Financial, Inc., which, together
with its subsidiaries, provides a wide range of financial services to
retail and institutional clients.

Subadviser

Eagle has entered into a subadvisory agreement with Martin Currie,
Inc., a New York corporation, to furnish a continuous investment program
for the Portfolio. The Subadviser is a wholly-owned subsidiary of Martin
Currie Limited, a private limited company incorporated in the United
Kingdom. Martin Currie Limited is one of Scotland's largest professional
money managers and, together with the Subadviser, has $5.5 billion under

- 23 -
<PAGE>

management as of December 31, 1994. Since 1881, Martin Currie Limited and
its predecessors have focused on providing their clients with investment
management services. The Subadviser makes investment decisions on behalf
of the Portfolio and places all orders for purchases and sales of
securities of the Portfolio. Under the agreement, the Subadviser receives
an annual fee from Eagle based on the Portfolio's average daily net assets
of .50% on the first $100 million of assets and .40% thereafter.

Investment decisions for the Portfolio are made by a Committee of the
Subadviser organized for that purpose, and no single person is primarily
responsible for making recommendations to the Committee. The Committee is
subject to the general oversight of the Subadviser, Eagle, and the
Trustees.

In selecting broker-dealers, the Subadviser may consider research and
brokerage services furnished to it and its affiliates. Subject to seeking
the most favorable price and execution available, the Subadviser may
consider sales of shares of the Portfolio as a factor in the selection of
broker-dealers. See "Brokerage Practices" in the SAI. The Portfolio pays
all Portfolio expenses that are not assumed by Eagle, including Trustees'
fees and auditing, legal, custodian and transfer agency expenses.
Payments under the Portfolio's Distribution Plan are borne by the
Portfolio.

Transfer Agent

Heritage Asset Management, Inc., an affiliate of Eagle, is the
Portfolio's transfer agent. Heritage also is a wholly-owned subsidiary of
Raymond James Financial, Inc. In addition to its duties as transfer
agent, Heritage also may provide certain administrative services for the
Portfolio. Heritage receives a fee from Eagle for performing these
administrative services for the Portfolio.

SHAREHOLDER AND ACCOUNT POLICIES

Dividends and Other Distributions
=========================================================================

Dividends from net investment income are declared and paid annually.
The Portfolio distributes to shareholders with its annual dividend
substantially all net realized capital gains on portfolio securities and
net realized gains from foreign currency transactions. Dividends and
other distributions on shares held in retirement plans and by shareholders
maintaining a Systematic Withdrawal Plan generally are paid in additional
Portfolio shares. Other shareholders may elect to:

. receive both dividends and other distributions in additional
Portfolio shares;

. receive dividends in cash and other distributions in additional
Portfolio shares;

- 24 -
<PAGE>

. receive both dividends and other distributions in cash; or

. receive both dividends and other distributions in cash for
investment in another Heritage Mutual Fund.

If you select none of these four options, the first option with
apply. In any case where you receive a dividend or a capital gain
distribution in additional Portfolio shares, your account will be credited
with shares valued at the net asset value per share determined at the
close of regular trading on the Exchange on the day following the record
date for the dividend or capital gain distribution. Distribution options
can be changed at any time by notifying Heritage in writing.

Dividends paid by the Portfolio with respect to its A shares and C
shares are calculated in the same manner and at the same time and will be
in the same amount relative to the aggregate net asset value of the shares
in each class, except that dividends on C shares may be lower than
dividends on A shares primarily as a result of the higher distribution fee
applicable to C shares.

Distribution Plans
=========================================================================

As compensation for services rendered and expenses borne by the
Distributor in connection with the distribution of A shares and in
connection with personal services rendered to Class A shareholders and the
maintenance of Class A accounts, the Portfolio may pay the Distributor a
service fee of up to 0.25% and a distribution fee of up to 0.10% of the
Portfolio's average daily net assets attributable to A shares. The
Portfolio currently pays the Distributor a service fee of up to 0.25% of
Class A average daily net assets. This fee is computed daily and paid
monthly.

As compensation for services rendered and expenses borne by the
Distributor in connection with the distribution of C shares and in
connection with personal services rendered to Class C shareholders and the
maintenance of Class C accounts, the Portfolio pays the Distributor a
service fee of 0.25% and a distribution fee of 0.75% of the Portfolio's
average daily net assets attributable to C shares. This fee is computed
daily and paid monthly.

The above-referenced fees paid to the Distributor are made under
Distribution Plans adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended. These Plans authorize the Distributor to
spend such fees on any activities or expenses intended to result in the
sale of A shares and C shares, including, but not limited to: compensation
(in addition to the sales load) paid to Representatives that have entered
into sales agreements with the Distributor; advertising; salaries and
other expenses of the Distributor relating to selling or servicing
efforts; expenses of organizing and conducting sales seminars; printing of
prospectuses, SAIs and reports for other than existing shareholders;
preparation and distribution of advertising material and sales literature;

- 25 -
<PAGE>

and other sales promotion expenses. The Distributor has entered into
dealer agreements with participating dealers and/or banks who will also
distribute shares of the Portfolio.

If the Plan is terminated, the obligation of the Portfolio to make
payments to the Distributor pursuant to the Plan will cease and the
Portfolio will not be required to make any payments past the date the Plan
terminates.

Expenses of the Portfolio
=========================================================================

The Portfolio pays all of its own expenses. These expenses include,
among other things, organizational costs, expenses for legal and auditing
services, financial accounting services, preparing (including typesetting,
printing and mailing) reports, prospectuses and notices to its then-
current shareholders, the cost of printing stock certificates, advisory
and management fees, fees and expenses of the custodian and transfer and
dividend disbursing agents, the distribution fee, the expense of issuing
and redeeming shares (including electronic communications equipment
maintained by Heritage), the cost of registering shares under Federal and
state laws, shareholder meeting and related proxy solicitation expenses,
the fees and out-of-pocket expenses of Trustees who are not affiliated
with Heritage, insurance, interest, brokerage costs, litigation, and other
expenses properly payable by the Portfolio.

Taxes
=========================================================================

The Portfolio intends to qualify for treatment as a regulated
investment company under Subchapter M of the Code. In each taxable year
that the Portfolio does so, it (but not its shareholders) will be relieved
of Federal income tax on the part of its investment company taxable income
(generally consisting of net investment income, net short-term capital
gains and net gains from certain foreign currency transactions) and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) that is distributed to its shareholders. Dividends from the
Portfolio's investment company taxable income are taxable to its
shareholders as ordinary income, to the extent of the Portfolio's earnings
and profits, whether received in cash or additional Portfolio shares.
Distributions of the Portfolio's realized net capital gain, when
designated as such, are taxable to its shareholders as long-term capital
gains, whether received in cash or in additional Portfolio shares and
regardless of the length of time the shares have been held. No
substantial portion of the dividends paid by the Portfolio is expected to
be eligible for the dividends-received deduction allowed to corporations.

Dividends and other distributions declared by the Portfolio in
November or December of any year and payable to shareholders of record on
a date in one of those months will be deemed to have been paid by the
Portfolio and received by the shareholders on December 31 of that year if
they are paid by the Portfolio during the following January. Shareholders

- 26 -
<PAGE>

receive Federal tax information regarding dividends and other
distributions after the end of the year. The Portfolio is required to
withhold 31% of all dividends, capital gain distributions and redemption
proceeds payable to individuals and certain other noncorporate
shareholders who do not provide the Portfolio with a correct taxpayer
identification number. Withholding at that rate from dividends and
capital gain distributions also is required for such shareholders who
otherwise are subject to backup withholding.

The foregoing is only a summary of some of the important Federal tax
considerations generally affecting the Portfolio and its shareholders.
See the SAI for a further discussion. There may be other Federal, state
or local tax considerations applicable to a particular investor. You are
therefore urged to consult your tax adviser.

Shareholder Information
=========================================================================

Each share of the Portfolio gives the shareholder one vote in matters
submitted to shareholders for a vote. A shares and C shares of the
Portfolio have equal voting rights, except in matters affecting only a
particular class or series, only shares of that class or series are
entitled to vote. As a Massachusetts business trust, the Portfolio is not
required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Portfolio's operation and for
the election of Trustees under certain circumstances. Trustees may be
removed by the Trustees or shareholders at a special meeting. A special
meeting of shareholders shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the Portfolio's outstanding
shares.

- 27 -
<PAGE>

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than that contained in
this Prospectus in connection with the offer contained in this Prospectus,
and, if given or made, such other information or representations must not
be relied upon as having been authorized by the Trust or the Distributor.
This Prospectus does not constitute an offering in any state in which such
offering may not lawfully be made.

- 28 -
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
Heritage Series Trust [LOGO]
Eagle International Equity
Portfolio
P.O. Box 10520
St. Petersburg, FL 33733

Investment Adviser HERITAGE
Eagle Asset Management, Inc.
P.O. Box 10520 --------------------------
St. Petersburg, FL 33733 Series Trust
(800) 237-3101 --------------------------

Investment Subadviser
Martin Currie Inc.
Saltire Court
20 Castle Terrace
Edinburgh, Scotland EH1 2ES
EAGLE INTERNATIONAL EQUITY
Distributor PORTFOLIO
Raymond James & Associates, Inc. CLASS A AND CLASS C SHARES
P.O. Box 12749
St. Petersburg, FL 33733
(813) 573-3800

Transfer Agent/
Dividend Disbursing Agent Prospectus
Heritage Asset Management, Inc.
P.O. Box 33022
St. Petersburg, FL 33733
(800) 421-4184

Custodian
State Street Bank and
Trust Company
P.O. Box 1912
Boston, MA 02105

Legal Counsel
Kirkpatrick & Lockhart LLP

Independent Accountants
Coopers & Lybrand L.L.P.
December __, 1995
HERITAGE
______________________
FAMILY OF FUNDS
<PAGE>

</TABLE>

- 30 -
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
HERITAGE SERIES TRUST -
EAGLE INTERNATIONAL EQUITY PORTFOLIO
CLASS A AND CLASS C SHARES

This Statement of Additional Information ("SAI") dated December __,
1995, should be read with the Prospectus of the Eagle International Equity
Portfolio (the "Portfolio"), a series of Heritage Series Trust, dated
December __, 1995. This SAI is not a prospectus itself. To receive a
copy of the Prospectus, write to Heritage Asset Management, Inc.
("Heritage") at the address below or call (800) 421-4184.

Heritage Asset Management, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716

TABLE OF CONTENTS
Page

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 2
INVESTMENT OBJECTIVE AND POLICIES OF THE PORTFOLIO . . . . . . . . . 2
Investment Objective . . . . . . . . . . . . . . . . . . . . . 2
Investment Policies . . . . . . . . . . . . . . . . . . . . . . 2
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . 14
NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 18
INVESTING IN THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . 20
Alternative Purchase Plans . . . . . . . . . . . . . . . . . . 20
Purchases of A Shares at Net Asset Value . . . . . . . . . . . 20
Combined Purchase Privilege of A Shares (Right of Accumulation) 21
Statement of Intention of A Shares . . . . . . . . . . . . . . 22
REDEEMING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Systematic Withdrawal Plan . . . . . . . . . . . . . . . . . . 22
Telephone Transactions . . . . . . . . . . . . . . . . . . . . 23
Redemption in Kind . . . . . . . . . . . . . . . . . . . . . . 24
Receiving Payment . . . . . . . . . . . . . . . . . . . . . . . 24
EXCHANGE PRIVILEGE . . . . . . . . . . . . . . . . . . . . . . . . . 25
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
PORTFOLIO INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 29
Management of the Portfolio . . . . . . . . . . . . . . . . . . 29
Investment Adviser; Subadviser . . . . . . . . . . . . . . . . 32
Brokerage Practices . . . . . . . . . . . . . . . . . . . . . . 34
Distribution of Shares . . . . . . . . . . . . . . . . . . . . 35
Administration of the Portfolio . . . . . . . . . . . . . . . . 38
Potential Liability . . . . . . . . . . . . . . . . . . . . . . 38
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
<PAGE>

GENERAL INFORMATION
-------------------

Heritage Series Trust (the "Trust") was established as a
Massachusetts business trust under a Declaration of Trust dated October
28, 1992. Eagle International Equity Portfolio (the "Portfolio") is one
of the Trust's separate investment portfolios. The Portfolio offers
multiple classes of shares designed to meet the needs of different groups
of investors. This Statement of Additional Information ("SAI") relates
only to the Class A shares ("A shares") and Class C shares ("C shares") of
the Portfolio.

The Portfolio is structured to combine the regional and global
presence of larger, well-known companies in established markets with the
potentially rapid growth of companies in the expanding economies of many
emerging countries.

Eagle Asset Management, Inc., the Portfolio's investment adviser
("Eagle"), has retained Martin Currie Inc. as the Portfolio's investment
subadviser (the "Subadviser"). The Subadviser's parent company, Martin
Currie Limited, is a privately owned international advisory firm that was
established in 1881. Martin Currie Limited, coupled with the Subadviser,
employs more than 30 investment professionals who comprise six geographic
investment teams that service more than $5 billion in investor's assets.

The Subadviser uses a top down country allocation and a bottom up
stock selection process. In choosing in which countries to invest assets,
the Subadviser considers the major economic trends in that country, any
political and economic changes in the country and the countries' capital
flow. In choosing individual companies the Subadviser, based on a growth
style with a value component, considers the company's business strategy,
relative value and earnings momentum.

INVESTMENT OBJECTIVE AND POLICIES OF THE PORTFOLIO
--------------------------------------------------

Investment Objective
--------------------

The Portfolio's investment objective, as described in the Prospectus,
is capital appreciation. Income is an incidental consideration. The
Portfolio seeks to achieve this objective principally through investment
in an international portfolio of equity securities.

Investment Policies
-------------------

American Depository Receipts ("ADRs"), European Depository Receipts
("EDRs"), Global Depository Receipts ("GDRs") and International Depository
Receipts ("IDRs")

- 2 -
<PAGE>

The Portfolio may invest in sponsored or unsponsored ADRs, EDRs,
GDRs, IDRs or other similar securities representing interests in or
convertible into securities of foreign issuers ("Depository Receipts").
ADRs are receipts typically issued by a U.S. bank or trust company
evidencing ownership of the underlying foreign securities. EDRs and IDRs
are receipts typically issued by a European bank or trust company
evidencing ownership of the underlying foreign securities. GDRs are
issued globally for trading in non-U.S. securities markets and evidence a
similar ownership arrangement. Depositary Receipts may not necessarily be
denominated in the same currency as the underlying securities into which
they may be converted. In addition, the issuers of the securities
underlying unsponsored Depositary Receipts are not obligated to disclose
material information in the United States and, therefore, there may be
less information available regarding such issuers and there may not be a
correlation between such information and the market value of the
Depositary Receipts. Depositary Receipts also involve the risks of other
investments in foreign securities, as discussed below.

Convertible Securities
----------------------

The Portfolio may invest in convertible securities, as described in
the Prospectus. While no securities investment is without some risk,
investments in convertible securities generally entail less risk than the
issuer's common stock, although the extent to which such risk is reduced
depends in large measure upon the degree to which the convertible security
sells above its value as a fixed income security. The Subadviser, on
behalf of the Portfolio, will decide to invest based upon a fundamental
analysis of the long-term attractiveness of the issuer and the underlying
common stock, the evaluation of the relative attractiveness of the current
price of the underlying common stock, and the judgment of the value of the
convertible security relative to the common stock at current prices.
Convertible securities in which the Portfolio may invest include corporate
bonds, notes and preferred stock that can be converted into (exchanged
for) common stock. Convertible securities combine the fixed-income
characteristics of bonds and preferred stock with the potential for
capital appreciation. The market value of convertible securities tends to
decline as interest rates increase and, conversely, to increase as
interest rates decline. While convertible securities generally offer
lower interest or dividend yields than nonconvertible debt securities of
similar quality, they do enable the investor to benefit from increases in
the market price of the underlying common stock.

Forward Commitments
-------------------

As described in the Prospectus under the caption "Forward
Commitments, When-Issued and Delayed Delivery Transactions," the Portfolio
may make contracts to purchase securities for a fixed price at a future
date beyond customary settlement time ("forward commitments"), if the
Portfolio either (1) holds, and maintains until the settlement date in a
segregated account, cash or high grade debt obligations in an amount

- 3 -
<PAGE>

sufficient to meet the purchase price or (2) enters into an offsetting
contract for the forward sale of securities of equal value that it owns.
Forward commitments may be considered securities in themselves. They
involve a risk of loss if the value of the security to be purchased
declines prior to the settlement date, which risk is in addition to the
risk of decline in value of the Portfolio's other assets. The Portfolio
may dispose of a commitment prior to settlement and may realize short-term
profits or losses upon such disposition.

Futures and Forward Transactions
--------------------------------

The Prospectus describes the Portfolio's use of forward contracts and
futures contracts. See "Futures Transactions; Foreign Currency
Transactions," in the Prospectus. The following discussion relates to the
use of such strategies by the Portfolio.

Cover. Transactions using forward contracts and futures contracts
expose the Portfolio to an obligation to another party. The Portfolio
will not enter into any such transactions unless it owns either (1) an
offsetting ("covered") position in securities, currencies, or other
forward contracts or futures contracts or (2) cash, receivables and short-
term debt securities with a value sufficient at all times to cover its
potential obligations not covered as provided in (1) above. The Portfolio
will comply with Securities Exchange Commission ("SEC") guidelines
regarding cover for these instruments and, if the guidelines so require,
set aside cash, U.S. government securities or other liquid, high-grade
debt securities in a segregated account with its custodian in the
prescribed amount.

Assets used as cover or held in a segregated account cannot be sold
while the position in the corresponding forward contract or futures
contract is open, unless they are replaced with similar assets. As a
result, the commitment of a large portion of the Portfolio's assets to
cover or segregated accounts could impede portfolio management or the
Portfolio's ability to meet redemption requests or other current
obligations.

Forward Contracts. A forward foreign currency exchange contract
("forward contract") involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days (term)
from the date the forward contract is agreed upon by the parties, at a
price set at the time of the forward contract is entered into. Forward
contracts are traded directly between the Portfolio and a contra party
(usually a large commercial bank). Because forward contracts are usually
entered into on a principal basis, no fees or commissions are involved.
When the Portfolio enters into a forward contract, it relies on its contra
party to make or take delivery of the underlying currency at the maturity
of the contract. Failure by the contra party to do so would result in the
loss of any expected benefit of the transaction.

- 4 -
<PAGE>

The Portfolio may enter into forward contracts in order to protect
against uncertainty in the level of future foreign exchange rates. Since
investment in foreign companies will usually involve foreign currencies,
and since the Portfolio may temporarily hold funds in bank deposits in
foreign currencies during the course of investment programs, the value of
the assets of the Portfolio as measured in U.S. dollars may be affected by
changes in foreign currency exchange rates and exchange control
regulations, and the Portfolio may incur costs in connection with
conversion between various currencies. Accordingly, the Portfolio may use
currency forward contracts:

1. When the Subadviser wishes to "lock in" the U.S. dollar price of
a security when the Portfolio is purchasing or selling a
security denominated in a foreign currency or anticipates
receiving a dividend or interest payment denominated in a
foreign currency; or

2. When the Subadviser believes that the currency of a particular
foreign country may suffer a substantial decline against the
U.S. dollar, the Portfolio may enter into a forward contract to
sell the foreign currency for a fixed U.S. dollar amount
approximating the value of some or all of the Portfolio's
portfolio securities denominated in such foreign currency.

As to the first circumstance, when the Portfolio enters into a trade
for the purchase or sale of a security denominated in a foreign currency
or anticipates receiving a dividend or interest payment in a foreign
currency, it may be desirable to establish (lock in) the U.S. dollar cost
or proceeds. By entering into forward contracts in U.S. dollars for the
purchase or sale of a foreign currency involved in an underlying
securities transaction, the Portfolio will be able to protect itself
against a possible loss between trade and settlement dates resulting from
the adverse change in the relationship between the U.S. dollar and the
subject foreign currency.

Under the second circumstance, when the Subadviser believes that the
currency of a particular country may suffer a substantial decline, the
Portfolio could enter into a forward contract to sell for a fixed U.S.
dollar amount the amount of the foreign currency approximating the value
of some or all of its portfolio securities denominated in such foreign
currency.

The precise matching of the forward contract amounts and the value of
the securities involved will not generally be possible since the future
value of such securities in foreign currencies will change as a
consequence of market movements in the value of those investments between
the date the forward contract is entered into and the date it matures.

Of course, the Portfolio is not required to enter into forward
contracts and will not do so unless deemed appropriate by the Subadviser.
The Portfolio generally will not enter into a forward contract with a term

- 5 -
<PAGE>

of greater than one year. The Portfolio's ability to engage in forward
contracts may be limited by tax considerations.

Futures Contracts. The Portfolio may only purchase or sell stock
index or currency futures contracts. A futures contract sale creates an
obligation by the seller to deliver the type of commodity, currency or
financial instrument called for in the contract in a specified delivery
month for a stated price. A futures contract purchase creates an
obligation by the purchaser to take delivery of the underlying security or
currency in a specified delivery month at a stated price. A stock index
futures contract is similar except that the parties agree to take or make
delivery of an amount of cash equal to a specified dollar amount times the
difference between the stock index value at the close of the last trading
day of the contract and the price at which the futures contract is
originally struck. Futures contracts are traded only on commodity
exchanges -- known as "contract markets" -- approved for such trading by
the Commodity Futures Trading Commission ("CFTC"), and must be executed
through a futures commission merchant or brokerage firm that is a member
of a contract market.

Although futures contracts by their terms call for actual delivery or
acceptance of currencies or financial instruments, in most cases the
contracts are closed out before the settlement date without the making or
taking of delivery. Closing out a futures contract sale is effected by
purchasing a futures contract for the same aggregate amount of the
specific type of financial instrument or currency and the same delivery
date. If the price of the initial sale of the futures contract exceeds
the price of the offsetting purchase, the seller is paid the difference
and realizes a gain. Conversely, if the price of the offsetting purchase
exceeds the price of the initial sale, the seller realizes a loss.
Similarly, the closing out of a futures contract purchase is effected by
the purchaser entering into a futures contract sale. If the offsetting
sale price exceeds the purchase price, the purchaser realizes a gain, and
if the purchase price exceeds the offsetting sale price, he realizes a
loss.

The purchase (that is, a long position) or sale (that is, a short
position) of a futures contract differs from the purchase or sale of a
security in that no price or premium is paid or received. Instead, an
amount of cash or U.S. Treasury bills generally not exceeding 5% of the
contract amount must be deposited with the broker. This amount is known
as initial margin. Subsequent payments to and from the broker, known as
variation margin, are made on a daily basis as the price of the underlying
futures contract fluctuates making the long and short positions in the
futures contract more or less valuable, a process known as "marking to
market." At any time prior to the settlement date of the futures
contract, the position may be closed out by taking an opposite position
that will operate to terminate the position in the futures contract. A
final determination of variation margin is then made, additional cash is
required to be paid to or released by the broker, and the purchaser or
seller realizes a loss or gain. In addition, a commission is paid on each
completed purchase and sale transaction.

- 6 -
<PAGE>

The Portfolio may engage in transactions in futures contracts for the
purpose of hedging against changes in the values of securities it owns or
intends to acquire. The Portfolio may sell stock index futures contracts
in anticipation of a decline in the value of its investments. The risk of
such a decline can be reduced without employing futures as a hedge by
selling securities. This strategy, however, entails increased transaction
costs in the form of brokerage commissions and dealer spreads. The sale
of futures contracts provides an alternative means of hedging the
Portfolio against a decline in the value of its investments. As such
values decline, the value of the Portfolio's position in the futures
contracts will tend to increase, thus offsetting all or a portion of the
depreciation in the market value of the Portfolio's securities that are
being hedged. While the Portfolio will incur commission expenses in
establishing and closing out futures positions, commissions on futures
transactions may be significantly lower than transaction costs incurred in
the sale of securities. Employing futures as a hedge may also permit the
Portfolio to assume a defensive posture without selling securities.

Currency Futures. A currency futures contract sale creates an
obligation by the Portfolio, as seller, to deliver the amount of currency
called for in the contract at a specified future time for a stated price.
A currency futures contract purchase creates an obligation by the
Portfolio, as purchaser, to take delivery of an amount of currency at a
specified future time at a stated price. Although the terms of currency
futures contracts specify actual delivery or receipt, in most instances
the contracts are closed out before the settlement date without the making
or taking of delivery of the currency. Closing out of the currency
futures contract is effected by entering into an offsetting purchase or
sale transaction.

Stock Index Futures. A stock index assigns relative values to the
common stocks comprising the index. A stock index futures contract is a
bilateral agreement pursuant to which two parties agree to take or make
delivery of an amount of cash equal to a specified dollar amount times the
difference between the stock index value at the close of the last trading
day of the contract and the price at which the futures contract is
originally struck. No physical delivery of the underlying stocks in the
index is made.

The Portfolio may engage in transactions in stock index futures
contracts as a hedge against changes resulting from market conditions in
the values of securities held in the Portfolio's portfolio or that the
Portfolio intends to purchase.

The risk of imperfect correlation between movements in the price of a
stock index futures contract and movements in the price of the securities
that are the subject of the hedge increases as the composition of the
Portfolio's portfolio diverges from the securities included in the
applicable index. The price of the stock index futures may move more than
or less than the price of the securities being hedged. If the price of
the futures contract moves less than the price of the securities that are
the subject of the hedge, the hedge will not be fully effective but, if

- 7 -
<PAGE>

the price of the securities being hedged has moved in an unfavorable
direction, the Portfolio would be in a better position than if it had not
hedged at all. If the price of the securities being hedged has moved in a
favorable direction, this advantage will be partially offset by the
futures contract. If the price of the futures contract moves more than the
price of the securities, the Portfolio will experience either a loss or a
gain on the futures contract that will not be completely offset by
movements in the price of the securities that are the subject of the
hedge. To compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price of the
stock index futures contracts, the Portfolio may buy or sell stock index
futures contracts in a greater dollar amount than the dollar amount of
securities being hedged if the historical volatility of the prices of such
securities is more than the historical volatility of the stock index. It
is also possible that, where the Portfolio has sold futures contacts to
hedge its securities against decline in the market, the market may advance
and the value of securities held in the portfolio may decline. If this
occurred, the Portfolio would lose money on the futures contract and also
experience a decline in value in its portfolio securities. However, while
this could occur for a very brief period or to a very small degree, over
time the value of a diversified portfolio of securities will tend to move
in the same direction as the market indices upon which the futures
contracts are based.

Where stock index futures contracts are purchased to hedge against a
possible increase in the price of securities before the Portfolio is able
to invest in securities in an orderly fashion, it is possible that the
market may decline instead. If the Portfolio then concludes not to invest
in securities at that time because of concern as to possible further
market decline for other reasons, it will realize a loss on the futures
contract that is not offset by a reduction in the price of the securities
it had anticipated purchasing.

Limitations on the Use of Futures Portfolio Strategies. If the
Portfolio enters into futures contracts for other than bona fide hedging
purposes (as defined by the CFTC), the aggregate initial margin required
to establish these positions may not exceed 5% of the liquidation value of
the Portfolio's portfolio, after taking into account any unrealized
profits and unrealized losses on any such contracts it has entered into.
This limitation does not limit the percentage of the Portfolio's assets at
risk to 5%.

In addition, for as long as required by applicable state securities
regulation, (1) the Portfolio will only buy or sell futures contracts that
are listed on a national commodities exchange, and (2) the aggregate
margin deposits on all futures held at any time by the Portfolio will not
exceed 5% of the Portfolio's total assets.

The Portfolio's ability to engage in the futures strategies described
above will depend on the availability of liquid markets in such
instruments. Markets in certain futures are relatively new and still
developing. It is impossible to predict the amount of trading interest

- 8 -
<PAGE>

that may exist in various types of futures. Therefore, no assurance can
be given that the Portfolio will be able to utilize these instruments
effectively for the purpose set forth above. Furthermore, the Portfolio's
ability to engage in futures transactions may be limited by tax
considerations.

Futures and Forward Transactions - Risk Factors
-----------------------------------------------

Futures and Forward Contracts. Investment by the Portfolio in futures
and forward contracts involves risk. Some of that risk may be caused by
an imperfect correlation between movements in the price of the futures or
forward contract and the price of the security or currency being hedged.
The hedge will not be fully effective where there is such imperfect
correlation. For example, if the price of the futures or forward contract
moves more than the price of the hedged security or currency, the
Portfolio would experience either a loss or gain on the future or forward
that is not completely offset by movements in the price of the hedged
securities or currency. To compensate for imperfect correlation, the
Portfolio may purchase or sell futures or forward contracts in a greater
dollar amount than the hedged securities or currency if the volatility of
the hedged securities or currency is historically greater than the
volatility of the futures or forward contracts. Conversely, the Portfolio
may purchase or sell fewer contracts if the volatility of the price of the
hedged securities or currency is historically less than that of the
futures or forward contracts.

Futures or forward contracts may be used to hedge against a possible
increase in the price of securities or currencies that the Portfolio
anticipates purchasing. In such instances, it is possible that the market
may instead decline. If the Portfolio does not then invest in such
securities or currencies because of concern as to possible further market
decline or for other reasons, the Portfolio may realize a loss on the
futures or forward contract that is not offset by a reduction in the price
of the securities or currencies purchased.

The liquidity of a secondary market in a futures contract may be
adversely affected by "daily price fluctuation limits" established by
commodity exchanges, which limit the amount of fluctuation in a futures
contract price during a single trading day. Once the daily limit has been
reached in the contract, no trades may be entered into at a price beyond
the limit, thus preventing the liquidation of open positions. Prices have
in the past exceeded the daily limit on a number of consecutive trading
days.

The successful use of transactions in futures and forward contracts
also depends on the ability of the Subadviser to forecast correctly the
direction and extent of stock market and currency exchange rate movements
within a given time frame. To the extent prices or rates remain stable
during the period in which a futures or forward contract is held by the
Portfolio or such prices or rates move in a direction opposite to that
anticipated, the Portfolio may realize a loss on the hedging transaction

- 9 -
<PAGE>

that is not fully or partially offset by an increase in the value of
portfolio securities or currency position. As a result, the Portfolio's
total return for such period may be less than if it had not engaged in the
hedging transaction.

Foreign Currency Strategies. The Portfolio may use futures on
foreign currencies and forward contracts to hedge against movements in the
values of the foreign currencies in which the Portfolio's securities are
denominated. Such currency hedges can protect against price movements in
a security that the Portfolio owns or intends to acquire that are
attributable to changes in the value of the currency in which it is
denominated. Such hedges do not, however, protect against price movements
in the securities that are attributable to other causes.

The value of futures contracts and forward contracts depends on the
value of the underlying currency relative to the U.S. dollar. Because
foreign currency transactions occurring in the interbank market might
involve substantially larger amounts than those involved in the use of
futures contracts or forward contracts, the Portfolio could be
disadvantaged by having to deal in the odd lot market (generally
consisting of transactions of less than $1 million) for the underlying
foreign currencies at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirements that quotations available
through dealers or other market sources be firm or revised on a timely
basis. Quotation information generally is representative of very large
transactions in the interbank market and thus might not reflect odd lot
transactions where rates might be less favorable. The interbank market in
foreign currencies is a global, round-the-clock market. To the extent the
U.S. futures markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements might take
place in the underlying markets that cannot be reflected in the markets
for the futures contracts until they reopen.

Settlement of futures contracts and forward contracts involving
foreign currencies might be required to take place within the country
issuing the underlying currency. Thus, the Portfolio might be required to
accept or make delivery of the underlying foreign currency in accordance
with any U.S. or foreign regulations regarding the maintenance of foreign
banking arrangements by U.S. residents and might be required to pay any
fees, taxes and charges associated with such delivery assessed in the
issuing country.

Illiquid Securities
-------------------

As stated in the Prospectus, the Portfolio will not purchase or
otherwise acquire any security if, as a result, more than 10% of its net
assets (taken at current value) would be invested in securities that are
illiquid by virtue of the absence of a readily available market or legal
or contractual restrictions on resale. This policy includes repurchase

- 10 -
<PAGE>

agreements maturing in more than seven days. This policy does not include
restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, as amended ("1933 Act"), which the board of
trustees of the Trust ("Board of Trustees" or "Board"), or Eagle, or the
Subadviser, as applicable, has determined under Board-approved guidelines
are liquid.

Restricted securities that are illiquid may be sold only in privately
negotiated transactions or in public offerings with respect to which a
registration statement is in effect under the 1933 Act. Where
registration is required, the Portfolio may be obligated to pay all or
part of the registration expenses and a considerable period may elapse
between the time of the decision to sell and the time that the Portfolio
may be permitted to sell a security under an effective registration
statement. If, during such a period, adverse market conditions were to
develop, the Portfolio might obtain a less favorable price than prevailed
when it decided to sell.

In recent years, a large institutional market has developed for
certain securities that are not registered under the 1933 Act, including
private placements, repurchase agreements, commercial paper, foreign
securities, and corporate bonds and notes. These instruments are often
restricted securities because the securities are either themselves exempt
from registration or are sold in transactions not requiring registration.
Institutional investors generally will not seek to sell these instruments
to the general public, but instead will often depend either on an
efficient institutional market in which such unregistered securities can
be readily resold or on an issuer's ability to honor a demand for
repayment. Therefore, the fact that there are contractual or legal
restrictions on resale to the general public or certain institutions is
not dispositive of the liquidity of such investments.

Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain
securities to qualified institutional buyers. Institutional markets for
restricted securities that might develop as a result of Rule 144A could
provide both readily ascertainable values for restricted securities and
the ability to liquidate an investment to satisfy share redemption orders.
An insufficient number of qualified institutional buyers interested in
purchasing Rule 144A-eligible securities held by the Portfolio, however,
could affect adversely the marketability of such portfolio securities and
the Portfolio might be unable to dispose of such securities promptly or at
reasonable prices. Currently the Portfolio does not intend to invest more
than 5% of its assets in Rule 144A securities.

Loans of Portfolio Securities
-----------------------------

The Portfolio may lend its securities. Securities loans are made to
broker-dealers or other financial institutions pursuant to agreements
requiring that loans be continuously secured by collateral in cash or
short-term debt obligations at least equal at all times to the value of

- 11 -
<PAGE>

the securities lent. The borrower pays the Portfolio an amount equal to
any dividends or interest received on the securities lent. The Portfolio
retains all or a portion of the interest received on investments of the
cash collateral or receives a fee from the borrower. The Portfolio may
call such loans in order to sell the securities involved. In the event
that the Portfolio reinvests cash collateral, it is subject to the risk
that both the reinvested collateral and the loaned securities will decline
in value. In addition, in such event, it is possible that the securities
loan may not be fully collateralized.

Lower Rated Securities-Risk Factors
-----------------------------------

The Portfolio may invest in convertible securities that are rated
below BBB by Standard & Poor's Ratings Group ("S&P") or Baa by Moody's
Investors Service, Inc. ("Moody's"), or if unrated, are considered by the
Subadviser to be below investment grade (sometimes referred to as "junk
bonds"). The prices of these lower rated securities tend to be less
sensitive to interest rate changes than higher rated investments, but more
sensitive to adverse economic changes or individual corporate
developments. During economic downturns or periods of rising interest
rates, highly leveraged issuers may experience financial stress which
adversely affects their ability to service principal and interest payment
obligations, to meet projected business goals, or to obtain additional
financing, and the markets for their securities may be more volatile. If
an issuer defaults, the Portfolio may incur additional expenses to seek
recovery. In addition, lower rated securities may contain redemption or
call provisions. If an issuer exercises these provisions in a declining
interest rate market, the Portfolio would have to replace the security
with a lower yielding security.

To the extent that there is no established retail secondary market,
there may be thin trading of lower rated securities. This may lessen the
Portfolio's ability to accurately value these securities and its ability
to dispose of these securities. Additionally, adverse publicity and
investor perceptions, whether or not based on fundamental analysis, may
decrease the values and liquidity of high yielding securities, especially
in a thinly traded market. Certain lower rated securities may involve
special registration responsibilities, liabilities and costs, and
liquidity and valuation difficulties; thus, the responsibilities of the
Board of Trustees to value lower rated securities in the Portfolio becomes
more difficult with judgment playing a greater role.

Frequently, the higher yields of lower rated securities may not
reflect the value of the income stream that holders of such securities may
expect, but rather the risk that such securities may lose a substantial
portion of their value as a result of their issuer's financial
restructuring or default. Additionally, an economic downturn or an
increase in interest rates could have a negative effect on the lower rated
securities market and on the market value of the lower rated securities
held by the Portfolio, as well as on the ability of the issuers of such

- 12 -
<PAGE>

securities to repay principal and interest on their borrowings. Proposed
new laws may impact the market for lower rated fixed income securities.

Preferred Stock
---------------

Preferred stock has preference over common stock in the receipt of
dividends and in any residual assets after payment to creditors should the
issuer be dissolved. A preferred stock is a blend of the characteristics
of a bond and common stock. It can offer the higher yield of a bond and
has priority over common stock in equity ownership, but does not have the
seniority of a bond and its participation in the issuer's growth is
limited. Although the dividend is set at a fixed annual rate, it can be
changed or omitted by the issuer at any time.

Repurchase Agreements
---------------------

The Portfolio may enter into repurchase agreements with domestic
commercial banks or registered broker/dealers. A repurchase agreement is
a contract under which the Portfolio would acquire a security for a
relatively short period (usually not more than one week) subject to the
obligation of the seller to repurchase and the Portfolio to resell such
security at a fixed time and price (representing the Portfolio's costs
plus interest). The value of the underlying securities (or collateral)
will be at least equal at all times to the total amount of the repurchase
obligation, including the interest factor. The Portfolio bears a risk of
loss in the event that the other party to a repurchase agreement defaults
on its obligations and the Portfolio is delayed or prevented from
exercising its rights to dispose of the collateral securities. Eagle and
the Subadviser, as appropriate, will monitor the creditworthiness of the
counterparties.

Short-Term Investments
----------------------

Euro/Yankee Bonds. The Portfolio may invest in dollar denominated
bonds issued by foreign branches of domestic banks ("Eurobonds") and
dollar denominated bonds issued by a U.S. branch of a foreign bank and
sold in the United States ("Yankee bonds"). Investment in Eurobonds and
Yankee bonds entail certain risks similar to investment in foreign
securities in general, as previously discussed.

Money Market Instruments. Investments in commercial paper are
limited to obligations rated Prime-1 by Moody's or A-1 by S&P. Commercial
paper includes notes, drafts, or similar instruments payable on demand or
having a maturity at the time of issuance not exceeding nine months,
exclusive of days of grace or any renewal thereof. Investments in
certificates of deposit are made only with domestic institutions with
assets in excess of $1.0 billion. See the Appendix for a description of
commercial paper ratings

- 13 -
<PAGE>

Warrants and Rights
-------------------

The Portfolio may invest up to 5% of its net assets in warrants or
rights (valued at the lower of cost or market) which entitle the holder to
buy equity securities at a specific price for a specified period of time,
provided that no more than 2% of its net assets are invested in warrants
not listed on the New York or American Stock Exchanges. The Portfolio may
invest in warrants or rights acquired by the Portfolio as part of a unit
or attached to securities at the time of purchase without limitation.

When-Issued and Delayed Delivery Transactions
---------------------------------------------

As described in the Prospectus under "Forward Commitments, When-
Issued and Delayed Delivery Transactions," the Portfolio may enter into
agreements with banks or broker-dealers for the purchase or sale of
securities at an agreed-upon price on a specified future date. Such
agreements might be entered into, for example, when the Portfolio
anticipates a decline in interest rates and is able to obtain a more
advantageous yield by committing currently to purchase securities to be
issued later. When the Portfolio purchases securities on a when-issued or
delayed delivery basis, it is required either (1) to create a segregated
account with the Portfolio's custodian and to maintain in that account
cash, U.S. Government securities or other high grade debt obligations in
an amount equal on a daily basis to the amount of the Portfolio's when-
issued or delayed delivery commitments or (2) to enter into an offsetting
forward sale of securities it owns equal in value to those purchased. The
Portfolio will only make commitments to purchase securities on a when-
issued or delayed-delivery basis with the intention of actually acquiring
the securities. However, the Portfolio may sell these securities before
the settlement date if it is deemed advisable as a matter of investment
strategy. When the time comes to pay for when-issued or delayed-delivery
securities, the Portfolio will meet its obligations from then available
cash flow or the sale of securities, or, although it would not normally
expect to do so, from the sale of the when-issued or delayed delivery
securities themselves (which may have a value greater or less than the
Portfolio's payment obligation).

Note on Shareholder Approval
----------------------------

Unless otherwise indicated, the investment policies of the Portfolio
may be changed without shareholder approval.

INVESTMENT RESTRICTIONS
----------------------

In addition to the limits disclosed in "Investment Policies" above
and the investment limitations described in the Prospectus, the Portfolio
is subject to the following investment limitations, which are fundamental
policies of the Portfolio and may not be changed without the vote of a

- 14 -
<PAGE>

majority of the outstanding voting securities of the Portfolio. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), a "vote of a
majority of the outstanding voting securities" of the Portfolio means the
affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Portfolio or (2) 67% or more of the shares present at a
shareholders meeting if more than 50% of the outstanding shares are
represented at the meeting in person or by proxy. The Portfolio will not:

(1) Borrow money in excess of 10% of the value (taken at the lower
of cost or current value) of the Portfolio's total assets (not including
the amount borrowed) at the time the borrowing is made, and then only from
banks as a temporary measure, such as to facilitate the meeting of higher
redemption requests than anticipated (not for leverage) which might
otherwise require the untimely disposition of portfolio investments or for
extraordinary or emergency purposes. As a matter of nonfundamental
investment policy, the Portfolio may not make any additional investments
if, immediately after such investments, outstanding borrowings of money
would exceed 5% of the current value of the Portfolio's total assets.

(2) Purchase securities on margin, except such short-term credits as
may be necessary for the clearance of purchases and sales of securities.
(For this purpose, the deposit or payment by the Portfolio of initial or
variation margin in connection with futures contracts, forward contracts
or options is not considered the purchase of a security on margin.)

(3) Make short sales of securities or maintain a short position,
except that the Portfolio may maintain short positions in connection with
its use of options, futures contracts, forward contracts and options on
futures contracts, and the Portfolio may sell short "against the box." As
a matter of nonfundamental investment policy, the Portfolio will not sell
securities short "against the box."

(4) Underwrite securities issued by other persons except to the
extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under federal
securities laws.

(5) Purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, including securities of
real estate investment trusts, and may purchase securities which are
secured by interests in real estate.

(6) Purchase or sell commodities or commodity contracts, except the
Portfolio may purchase and sell forward contracts, futures contracts,
options and foreign currency.

(7) Make loans, except by purchase of debt obligations or by
entering into repurchase agreements or through the lending of the
Portfolio's portfolio securities.

(8) With respect to 75% of its total assets, invest in securities of
any issuer if, immediately after such investment, more than 5% of the

- 15 -
<PAGE>

total assets of the Portfolio (taken at current value) would be invested
in the securities of such issuer; provided that this limitation does not
apply to obligations issued or guaranteed as to interest and principal by
the U.S. Government or its agencies or instrumentalities.

(9) With respect to 75% of its total assets, acquire more than 10%
of the voting securities of any issuer.

(10) Concentrate more than 25% of the value of its total assets in
any one industry.

(11) The Portfolio may not issue senior securities, except as
permitted by the investment objective and policies and investment
limitations of the Portfolio or with respect to transactions involving
options, futures, forward currency contracts or other financial
instruments.

It is contrary to the Trust's present policy with respect to the
Portfolio, which may be changed by the Trustees without shareholder
approval, to:

(1) Invest in securities of an issuer, which, together with any
predecessors or controlling persons, has been in operation for less than
three consecutive years if, as a result, the aggregate of such investments
would exceed 5% of the value of the Portfolio's net assets; provided,
however, that this restriction shall not apply to any obligation of the
U.S. Government or its instrumentalities or agencies.

(2) Buy or sell oil, gas or other mineral leases, rights or royalty
contracts.

(3) Make investments for the purpose of gaining control of a
company's management.

(4) Invest in securities of any issuer if, to the knowledge of the
Trust, any officers and Trustees of the Trust and officers and directors
of Eagle who individually own beneficially more than 1/2 of 1% of the
securities of that issuer, own beneficially in the aggregate more than 5%.

(5) Invest more than 10% of its total assets in securities of other
investment companies. For purposes of this restriction, foreign banks and
foreign insurance companies or their respective agents or subsidiaries are
not considered investment companies. (Under the 1940 Act, no registered
investment company may (a) invest more than 10% of its total assets (taken
at current value) in securities of other investment companies, (b) own
securities of any one investment company having a value in excess of 5% of
its total assets (taken at current value), or (c) own more than 3% of the
outstanding voting stock of any one investment company.) In addition, the
Portfolio may invest in the securities of other investment companies in
connection with a merger, consolidation or acquisition of assets or other
reorganization approved by the Portfolio's shareholders. The Portfolio

- 16 -
<PAGE>

may incur duplicate advisory or management fees when investing in another
mutual fund.

(6) Purchase or sell options, other than warrants.

All percentage limitations on investments set forth herein and in the
Prospectus will apply at the time of the making of an investment and shall
not be considered violated unless an excess or deficiency occurs or exists
immediately after and as a result of such investment.

NET ASSET VALUE
---------------

The net asset values of the A shares and C shares are determined
daily, Monday through Friday, except for New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
and Christmas Day, as of the close of regular trading on the New York
Stock Exchange (the "Exchange"). Net asset value for each class is
calculated by dividing the value of the total assets of the Portfolio
attributable to that class, less all liabilities (including accrued
expenses) attributable to that class, by the number of class shares
outstanding, the result being adjusted to the nearest whole cent. A
security listed or traded on the Exchange, or other domestic or foreign
stock exchanges, is valued at its last sales price on the principal
exchange on which it is traded prior to the time when assets are valued.
If no sale is reported at that time, the most recent bid price is used.
When market quotations for options and futures positions held by the
Portfolio are readily available, those positions will be valued based upon
such quotations. Market quotations generally will not be available for
options traded in the OTC market. Securities and other assets for which
market quotations are not readily available, or for which Eagle or the
Subadviser has reason to question the validity of quotations they receive,
are valued at fair value as determined in good faith by the Board of
Trustees. For valuation purposes, quotations of foreign securities in
foreign currencies are translated to U.S. dollar equivalents using the net
foreign exchange rate in effect at the close of the stock exchange in the
country where the security is issued. Short-term investments having a
maturity of 60 days or less are valued at amortized cost, which
approximates market value.

The Board may suspend the right of redemption or postpone payment for
more than seven days at times (1) during which the Exchange is closed
other than for customary weekend and holiday closings, (2) during which
trading on the Exchange is restricted as determined by the SEC, (3) during
which an emergency exists as a result of which disposal by the Portfolio
of securities owned by it is not reasonably practicable or it is not
reasonably practical for the Portfolio fairly to determine the value of
its net assets, or (4) for such other periods as the SEC may by order
permit for the protection of the holders of the Portfolio's A shares and C
shares.

- 17 -
<PAGE>

All securities and other assets quoted in foreign currency and
forward currency contracts are valued daily in U.S. dollars on the basis
of the foreign currency exchange rate prevailing at the time such
valuation is determined by the Portfolio's custodian. Foreign currency
exchange rates are generally determined prior to the close of the
Exchange. Occasionally, events affecting the value of foreign securities
and such exchange rates occur between the time at which they are
determined and the close of the Exchange, which events will not be
reflected in a computation of the Portfolio's net asset value. If events
materially affecting the value of such securities or assets or currency
exchange rates occurred during such time period, the securities or assets
would be valued at their fair value as determined in good faith under
procedures established by and under the general supervision and
responsibility of the Board of Trustees. The foreign currency exchange
transactions of the Portfolio conducted on a spot basis are valued at the
spot rate for purchasing or selling currency prevailing on the foreign
exchange market.

Because of differences in time zones and trading practices, trading
on European and Far Eastern securities exchanges and OTC markets is
normally completed before the close of business on the Exchange on each
day the Exchange is open. In addition, European or Far Eastern securities
trading may not take place on all business days in New York, or may take
place on certain days when the Exchange is not open and on which the
Portfolio's net asset value is not calculated. The Portfolio calculates
net asset value per share, and thus effects sales and redemptions, as of
the close of trading on the Exchange once on each day on which the
Exchange is open. If events materially affecting the value of such
securities occur between the time when their price is determined (as of
the close of the foreign markets) and the time when the Portfolio's net
asset value is calculated, such securities will be valued at fair value as
determined in good faith by or under the direction of the Board of
Trustees.

PERFORMANCE INFORMATION
-----------------------

A shares and C shares of the Portfolio are expected to commence
operations on or about December __, 1995, and thus have no past
performance. However, for purposes of advertising performance, and in
accordance with the Securities and Exchange Commission staff
interpretations, the Portfolio has adopted the performance of the Eagle
Class shares ("Eagle shares") of the Portfolio. The performance figures
for A shares and C shares will differ, however, because the performance
figures for the Eagle shares reflect differing 12b-1 fees, Distribution
Plan fees or other class expenses that will be borne by A shares and C
shares.

The performance data for A shares and C shares of the Portfolio
quoted in advertising and other promotional materials represents past
performance and is not intended to indicate future performance. The
investment return and principal value will fluctuate so that an investor's

- 18 -
<PAGE>

shares, when redeemed, may be worth more or less than their original cost.
Average annual total return quotes for each class used in the Portfolio's
advertising and promotional materials are calculated according to the
following formula:

n
P(1+T) = ERV

where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period at
the end of that period.

In calculating the ending redeemable value for A shares, the current
maximum sales load of 4.75% is deducted from the initial $1,000 payment
and all dividends and other distributions by the Portfolio are assumed to
have been reinvested at net asset value on the reinvestment dates during
the period. Total return, or "T" in the formula above, is computed by
finding the average annual compounded rates of return over the period that
would equate the initial amount invested to the ending redeemable value.

Based on this formula, annualized total return for the Eagle shares
was ____% for the period from the commencement of active operations on
____________, 1995 through October 31, 1995.

The Portfolio also may from time to time include in such advertising
and promotional materials total return figures that are not calculated
according to the formula set forth above for each class of its shares.
For example, in comparing the cumulative total return of A shares or C
shares with data published by Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc. or with such market indices as the Dow Jones
Industrial Average and the Standard & Poor's 500 Composite Stock Price
Index, the Portfolio calculates its cumulative total return for each class
for the specified periods of time by assuming an investment of $10,000 in
that class of shares and assuming the reinvestment of each dividend or
other distribution at net asset value on the reinvestment date.
Percentage increases are determined by subtracting the initial value of
the investment from the ending value and by dividing the remainder by the
beginning value. The Portfolio does not, for this purpose, deduct from
the initial value invested any amount representing front-end sales loads
or CDSLs. By not annualizing the performance and excluding the effect of
the sales load or CDSL, the total return calculated in this manner will
simply reflect the increase in net asset value per class share over a
period of time, adjusted for dividends and other distributions.
Calculating total return without taking into account the sales load or
CDSL results in a higher rate of return than calculating total return net
of the sales load or CDSL.

- 19 -
<PAGE>

INVESTING IN THE PORTFOLIO
--------------------------

The procedure for purchasing shares of the Portfolio is explained in
the Prospectus under "How to Buy Shares."

Alternative Purchase Plans
--------------------------

A shares are sold at their next determined net asset value plus a
sales load on days the Exchange is open for business. C shares are sold
at their next determined net asset value on days the Exchange is open for
business, subject to a 1% CDSL if the investor redeems such shares within
one year. Heritage Asset Management, Inc. ("Heritage"), as the
Portfolio's transfer agent, will establish an account with the Portfolio
and will transfer funds to the Custodian. Normally, orders will be
accepted upon receipt of funds and will be executed at the net asset value
determined as of the close of regular trading on the Exchange on that day
plus any applicable sales load. See "Alternative Purchase Plans" in the
Prospectus. The Portfolio reserves the right to reject any order for its
shares. The Portfolio's distributor, Raymond James & Associates, Inc.
("RJA" or the "Distributor"), has agreed that it will hold the Portfolio
harmless in the event of loss as a result of cancellation of trades in
Portfolio shares by the Distributor, its affiliates or its customers.

Purchases of A Shares at Net Asset Value
----------------------------------------

Cities, counties, states or instrumentalities, and their departments,
authorities or agencies are able to purchase A shares of the Portfolio at
net asset value as long as certain conditions are met: the governmental
entity is prohibited by applicable investment laws, codes or regulations
from paying a sales load in connection with the purchase of shares of a
registered investment company; it has determined that such A shares are a
legally permissible investment; and any relevant minimum purchase amounts
are met.

In the instance of discretionary fiduciary assets or trusts, or
governmental purchases through a registered broker-dealer with which the
Distributor has a dealer agreement, Heritage may make a payment out of its
own resources to the Distributor, which may reallow the payment to the
selling broker-dealer. However, the Distributor and the selling broker-
dealer may be required to reimburse Heritage for these payments if
investors redeem shares within a specified period.

Combined Purchase Privilege of A Shares (Right of Accumulation)
---------------------------------------------------------------

Certain investors may qualify for sales load reductions of A shares
indicated in the above sales load schedule in the Prospectus by combining
purchases of A shares into a single "purchase," if the resulting
"purchase" totals at least $25,000. The term "purchase" refers to a

- 20 -
<PAGE>

single purchase by an individual, or to concurrent purchases which, in the
aggregate, are at least equal to the prescribed amounts, by an individual,
his spouse and their children under the age of 21 years purchasing A
shares of the Portfolio for his or their own account; a single purchase by
a trustee or other fiduciary purchasing shares for a single trust, estate
or single fiduciary account although more than one beneficiary is
involved; or a single purchase for the employee benefit plans of a single
employer. The term "purchase" also includes purchases by a "company," as
the term is defined in the 1940 Act, but does not include purchases by any
such company which has not been in existence for at least six months or
which has no purpose other than the purchase of A shares or shares of
other registered investment companies at a discount; provided, however,
that it shall not include purchases by any group of individuals whose sole
organizational nexus is that the participants therein are credit card
holders of a company, policy holders of an insurance company, customers of
either a bank or broker-dealer, or clients of an investment adviser.

The applicable sales load of A shares will be based on the total of:

(i) the investor's current purchase;

(ii) the net asset value (at the close of business on the previous
day) of (a) all A shares of the Portfolio held by the investor and
(b) all A shares of any other Heritage open end mutual fund advised
by Eagle or Heritage ("Heritage Mutual Fund") held by the investor
and purchased at a time when A shares of such Portfolio were
distributed subject to a sales load (including Heritage Cash Trust
shares acquired by exchange); and

(iii) the net asset value of all A shares described in paragraph (ii)
owned by another shareholder eligible to combine his purchase with
that of the investor into a single "purchase."

A shares of Heritage Income Trust-Limited Maturity Government Fund
purchased after July 31, 1992, without payment of a sales load, will be
deemed to fall under the provisions of section (ii) above as if they had
been distributed without being subject to a sales load, unless those
shares were acquired through an exchange of other shares which were
subject to a sales load.

Statement of Intention of A Shares
----------------------------------

Investors also may obtain the reduced sales loads shown in the
Prospectus by means of a written Statement of Intention, which expresses
the investor's intention to invest not less than $25,000 within a period
of 13 months in A shares of the Portfolio or any other Heritage Mutual
Fund. Each purchase of A shares under a Statement of Intention will be
made at the public offering price or prices applicable at the time of such
purchase to a single transaction of the dollar amount indicated in the
Statement. At the investor's option, a Statement of Intention may include
purchases of A shares of the Portfolio or any other Heritage Mutual Fund

- 21 -
<PAGE>

made not more than 90 days prior to the date that the investor signs a
Statement of Intention; however, the 13-month period during which the
Statement is in effect will begin on the date of the earliest purchase to
be included.

The Statement of Intention is not a binding obligation upon the
investor to purchase the full amount indicated. The minimum initial
investment under a Statement of Intention is 5% of such amount. A shares
purchased with the first 5% of such amount will be held in escrow (while
remaining registered in the name of the investor) to secure payment of the
higher sales load applicable to the shares actually purchased if the full
amount indicated is not purchased, and such escrowed A shares will be
involuntarily redeemed to pay the additional sales load, if necessary.
When the full amount indicated has been purchased, the escrow will be
released. To the extent an investor purchases more than the dollar amount
indicated on the Statement of Intention and qualifies for a further
reduced sales load, the sales load will be adjusted for the entire amount
purchased at the end of the 13-month period. The difference in sales load
will be used to purchase additional A shares of the Portfolio subject to
the rate of sales load applicable to the actual amount of the aggregate
purchases. An investor may amend his Statement of Intention to increase
the indicated dollar amount and begin a new thirteen-month period. In
this case, all investments subsequent to the amendment will be made at the
sales load in effect for the higher amount. The escrow procedures
discussed above will apply.

REDEEMING SHARES
----------------

The methods of redemption are described in the section of the
Prospectus entitled "How to Redeem Shares."

Systematic Withdrawal Plan
--------------------------

Shareholders may also elect to make systematic withdrawals from a
Portfolio account of a minimum of $50 on a periodic basis. The amounts
paid each period are obtained by redeeming sufficient shares from an
account to provide the withdrawal amount specified. The Systematic
Withdrawal Plan is not currently available for shares held in an
Individual Retirement Account ("IRA"), Simplified Employee Pension Plan or
other retirement plan, unless withdrawals from these types of accounts may
be made without imposition of a penalty. Shareholders may change the
amount to be paid without charge not more than once a year by written
notice to the Distributor or Heritage. Redemptions will be made at net
asset value determined as of the close of regular trading on the Exchange
on the 10th day of each month or the 10th day of the last month of each
period, whichever is applicable. Systematic withdrawals of C shares, if
made within one year of the date of purchase, will be charged with a CDSL
of 1%. If the Exchange is not open for business on that day, the shares
will be redeemed at net asset value determined as of the close of regular
trading on the Exchange on the preceding business day, minus any

- 22 -
<PAGE>

applicable CDSL for C shares. The check for the withdrawal payment will
usually be mailed on the next business day following redemption. If a
shareholder elects to participate in the Systematic Withdrawal Plan,
dividends and other distributions on all shares in the account must be
automatically reinvested in Portfolio shares. A shareholder may terminate
the Systematic Withdrawal Plan at any time without charge or penalty by
giving written notice to the Heritage or the Distributor. The Portfolio,
Heritage, and the Distributor also reserve the right to modify or
terminate the Systematic Withdrawal Plan at any time.

Withdrawal payments are treated as a sale of shares rather than as a
dividend or a capital gain distribution. These payments are taxable to
the extent that the total amount of the payments exceeds the tax basis of
the shares sold. If the periodic withdrawals exceed reinvested dividends
and distributions, the amount of the original investment may be
correspondingly reduced.

Ordinarily, shareholders should not purchase additional A shares of
the Portfolio if maintaining a Systematic Withdrawal Plan because they may
incur tax liabilities in connection with such purchases and withdrawals.
The Portfolio will not knowingly accept purchase orders for A shares from
shareholders for additional A shares if they maintain a Systematic
Withdrawal Plan unless the purchase is equal to at least one year's
scheduled withdrawals. In addition, shareholders who maintain such a Plan
may not make periodic investments in A shares under the Portfolio's
Automatic Investment Programs, as defined in the Prospectus.

Telephone Transactions
----------------------

Shareholders may redeem shares by placing a telephone request to the
Portfolio. The Trust, Heritage, Distributor and their Trustees,
directors, officers and employees are not liable for any loss arising out
of telephone instructions they reasonably believe are authentic. In
acting upon telephone instructions, these parties use procedures which are
reasonable designed to ensure that such instructions are genuine, such as
(1) obtaining some or all of the following information: account number,
name(s) and social security number registered to the account, and personal
identification; (2) recording all telephone transactions; and (3) sending
written confirmation of each transaction to the registered owner. If the
Portfolio, Heritage, the Distributor and their Trustees, directors,
officers and employees do not follow reasonable procedures, some or all of
them may be liable for any such losses.

Redemption in Kind
------------------

The Portfolio is obligated to redeem shares for any shareholder for
cash during any 90-day period up to $250,000 or 1% of the Portfolio's net
asset value, whichever is less. Any redemption beyond this amount also
will be in cash unless the Trustees determine that further cash payments
will have a material adverse effect on remaining shareholders. In such a

- 23 -
<PAGE>

case, the Portfolio will pay all or a portion of the remainder of the
redemption in portfolio instruments, valued in the same way as the
Portfolio determines net asset value. The portfolio instruments will be
selected in a manner that the Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption
is made in kind, shareholders receiving portfolio instruments and selling
them before their maturity could receive less than the redemption value of
their securities and could incur certain transaction costs.

Receiving Payment
-----------------

If a request for redemption is received by the Portfolio in good
order (as described in the Prospectus) before the close of regular trading
on the Exchange, the shares will be redeemed at the net asset value per
share determined at such close, minus any applicable CDSL for C shares.
Requests for redemption received by the Portfolio after the close of
regular trading on the Exchange will be executed at the net asset value
determined as of the close of trading on the Exchange on the next trading
day, minus any applicable CDSL for C shares.

If shares of the Trust are redeemed by a shareholder through the
Distributor or a participating dealer, the redemption is settled with the
shareholder as an ordinary transaction. If a request for redemption is
received before the close of regular trading on the Exchange, shares will
be redeemed at the net asset value per share determined on that day, minus
any applicable CDSL for C shares. Requests for redemption received after
the close of regular trading will be executed on the next trading day.
Payment for shares redeemed will normally be made by the Portfolio to the
Distributor or participating dealer on the third business day after the
day the redemption request was made, provided that certificates for shares
have been delivered in proper form for transfer to the Portfolio or, if no
certificates have been issued, a written request signed by the shareholder
has been provided to the Distributor or participating dealer prior to
settlement date.

Other supporting legal documents may be required from corporations or
other organizations, fiduciaries or persons other than the shareholder of
record making the request for redemption. Questions concerning the
redemption of Portfolio shares can be directed to a registered
representative of the Distributor or a participating dealer, or to the
Heritage.

EXCHANGE PRIVILEGE
------------------

Shareholders who have held Portfolio shares for at least 30 days may
exchange some or all of their A shares or C shares for corresponding
classes of shares of any other Heritage Mutual Portfolio. All exchanges
will be based on the respective net asset values of the Heritage Mutual
Funds involved. An exchange is effected through the redemption of the
shares tendered for exchange and the purchase of shares being acquired at

- 24 -
<PAGE>

their respective net asset values as next determined following receipt by
the Heritage Mutual Fund whose shares are being exchanged of (1) proper
instructions and all necessary supporting documents as described in such
fund's prospectus, or (2) a telephone request for such exchange in
accordance with the procedures set forth below.

A shares of Heritage Income Trust-Limited Maturity Government Fund
purchased from February 1, 1992 through July 31, 1992, without payment of
a sales load may be exchanged into A shares of the Portfolio without
payment of any sales load. A shares of Heritage Income Trust-Limited
Maturity Government Fund purchased after July 31, 1992 without a sales
load will be subject to a sales load when exchanged into A shares of the
Portfolio, unless those shares were acquired through an exchange of other
A shares which were subject to a sales load.

Telephone exchanges can be effected by calling the Heritage at
800-421-4184, or by calling a registered representative of the
Distributor, a participating dealer or participating bank
("Representative"). In the event that a shareholder or his Representative
is unable to reach the Heritage by telephone, a telephone exchange can be
effected by sending a telegram to Heritage Asset Management, Inc.,
attention: Shareholder Services. Telephone or telegram requests for an
exchange received by the Portfolio before the close of regular trading on
the Exchange will be effected at the close of regular trading on that day.
Requests for an exchange received after the close of regular trading will
be effected on the Exchange's next trading day. Due to the volume of
calls or other unusual circumstances, telephone exchanges may be difficult
to implement during certain time periods.

TAXES
-----

General. In order to qualify for treatment as a regulated investment
company ("RIC") under the Internal Revenue Code of 1986, as amended
("Code"), the Portfolio -- which is treated as a separate corporation for
these purposes -- must distribute to its shareholders for each taxable
year at least 90% of its investment company taxable income (consisting
generally of net investment income, net short-term capital gain and net
gains from certain foreign currency transactions) ("Distribution
Requirement") and must meet several additional requirements. These
requirements include the following: (1) the Portfolio must derive at
least 90% of its gross income each taxable year from dividends, interest,
payments with respect to securities loans and gains from the sale or other
disposition of securities or foreign currencies, or other income
(including gains from options, futures or forward contracts) derived with
respect to its business of investing in securities or those currencies
("Income Requirement"); (2) the Portfolio must derive less than 30% of its

- 25 -
<PAGE>

gross income each taxable year from the sale or other disposition of secu-
rities, or any of the following, that were held for less than three months
-- options or futures (other than those on foreign currencies), or foreign
currencies (or options, futures or forward contracts thereon) that are not
directly related to the Portfolio's principal business of investing in
securities (or options and futures with respect to securities) ("Short-
Short Limitation"); (3) at the close of each quarter of the Portfolio's
taxable year, at least 50% of the value of its total assets must be
represented by cash and cash items, U.S. Government securities, securities
of other RICs and other securities, with those other securities limited,
in respect of any one issuer, to an amount that does not exceed 5% of the
value of the Portfolio's total assets and that does not represent more
than 10% of the issuer's outstanding voting securities; and (4) at the
close of each quarter of the Portfolio's taxable year, not more than 25%
of the value of its total assets may be invested in securities (other than
U.S. Government securities or the securities of other RICs) of any one
issuer.

The Portfolio will be subject to a nondeductible 4% excise tax to the
extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain
net income for the one-year period ending on October 31 of that year, plus
certain other amounts.

If shares of the Portfolio are sold at a loss after being held for
six months or less, the loss will be treated as long-term, instead of
short-term, capital loss to the extent of any capital gain distributions
received on those shares. Investors also should be aware that if shares
are purchased shortly before the record date for any distribution, the
shareholder will pay full price for the shares and receive some portion of
the purchase price back as a taxable dividend or capital gain
distribution.

Income from Foreign Securities. Dividends and interest received by
the Portfolio may be subject to income, withholding or other taxes imposed
by foreign countries and U.S. possessions that would reduce the yield on
its securities. Tax conventions between certain countries and the United
States may reduce or eliminate these foreign taxes, however, and many
foreign countries do not impose taxes on capital gains in respect of in-
vestments by foreign investors. If more than 50% of the value of the
Portfolio's total assets at the close of any taxable year consists of
securities of foreign corporations, the Portfolio will be eligible to, and
may, file an election with the Internal Revenue Service that will enable
its shareholders, in effect, to receive the benefit of the foreign tax
credit with respect to any foreign and U.S. possessions income taxes paid
by it. Pursuant to any such election, the Portfolio would treat those
taxes as dividends paid to its shareholders and each shareholder would be
required to (1) include in gross income, and treat as paid by the
shareholder, the shareholder's proportionate share of those taxes, (2)
treat the shareholder's share of those taxes and of any dividend paid by
the Portfolio that represents income from foreign or U.S. possessions
sources as the shareholder's own income from those sources, and (3) either

- 26 -
<PAGE>

deduct the taxes deemed paid by the shareholder in computing the share-
holder's taxable income or, alternatively, use the foregoing information
in calculating the foreign tax credit against the shareholder's Federal
income tax. The Portfolio will report to its shareholders shortly after
each taxable year their respective shares of the Portfolio's income from
sources within, and taxes paid to, foreign countries and U.S. possessions
if it makes this election.

The Portfolio may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation that, in general,
meets either of the following tests: (1) at least 75% of its gross income
is passive or (2) an average of at least 50% of its assets produce, or are
held for the production of, passive income. Under certain circumstances,
the Portfolio will be subject to Federal income tax on a portion of any
"excess distribution" received on the stock of a PFIC or of any gain on
disposition of the stock (collectively "PFIC income"), plus interest
thereon, even if the Portfolio distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be
included in the Portfolio's investment company taxable income and,
accordingly, will not be taxable to it to the extent that income is
distributed to its shareholders.

If the Portfolio invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund," then in lieu of the foregoing tax and interest
obligation, the Portfolio would be required to include in income each year
its pro rata share of the qualified electing fund's annual ordinary
earnings and net capital gain (the excess of net long-term capital gain
over net short-term capital loss) -- which would have to be distributed to
satisfy the Distribution Requirement and avoid imposition of the Excise
Tax -- even if those earnings and gain were not received by the Portfolio.
In most instances it will be very difficult, if not impossible, to make
this election because of certain requirements thereof.

Proposed regulations have been published pursuant to which open-end
RICs, such as the Portfolio, would be entitled to elect to "mark-to-
market" their stock in certain PFICs. "Marking-to-market," in this con-
text, means recognizing as gain for each taxable year the excess, as of
the end of that year, of the fair market value of each such PFIC's stock
over the adjusted basis in that stock (including mark-to-market gain for
each prior year for which an election was in effect).

Gains or losses (1) from the disposition of foreign currencies,
(2) from the disposition of debt securities denominated in foreign
currency that are attributable to fluctuations in the value of the foreign
currency between the date of acquisition of each security and the date of
disposition, and (3) that are attributable to fluctuations in exchange
rates that occur between the time the Portfolio accrues dividends,
interest or other receivables or accrues expenses or other liabilities
denominated in a foreign currency and the time the Portfolio actually
collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses, referred to
under the Code as "section 988" gains or losses, may increase or decrease

- 27 -
<PAGE>

the amount of the Portfolio's investment company taxable income to be
distributed to its shareholders.

Hedging Strategies. The use of hedging strategies, such as selling
(writing) and purchasing options and futures contracts and entering into
forward contracts, involves complex rules that will determine for income
tax purposes the character and timing of recognition of the gains and
losses the Portfolio realizes in connection therewith. Income from
foreign currencies (except certain gains therefrom that may be excluded by
future regulations), and income from transactions in options and futures
and forward contracts derived by the Portfolio with respect to its
business of investing in securities or foreign currencies, will qualify as
permissible income under the Income Requirement. However, income from the
disposition of options and futures contracts (other than those on foreign
currencies) will be subject to the Short-Short Limitation if they are held
for less than three months. Income from the disposition of foreign
currencies, and futures and forward contracts thereon, that are not
directly related to the Portfolio's principal business of investing in
securities (or options and futures with respect to securities) also will
be subject to the Short-Short Limitation if they are held for less than
three months.

If the Portfolio satisfies certain requirements, any increase in
value of a position that is part of a "designated hedge" will be offset by
any decrease in value (whether realized or not) of the offsetting hedging
position during the period of the hedge for purposes of determining
whether the Portfolio satisfies the Short-Short Limitation. Thus, only
the net gain (if any) from the designated hedge will be included in gross
income for purposes of that limitation. The Portfolio will consider
whether it should seek to qualify for this treatment for its hedging
transactions. To the extent the Portfolio does not so qualify, it may be
forced to defer the closing out of certain options, futures and forward
contracts beyond the time when it otherwise would be advantageous to do
so, in order for the Portfolio to qualify as a RIC.

Certain options and futures in which the Portfolio may invest will be
"section 1256 contracts." Section 1256 contracts held by the Portfolio at
the end of each taxable year, other than section 1256 contracts that are
part of a "mixed straddle" with respect to which the Portfolio has made an
election not to have the following rules apply, must be "marked-to-market"
(that is, treated as sold for their fair market value) for Federal income
tax purposes, with the result that unrealized gains or losses will be
treated as though they were realized. Sixty percent of any net gain or
loss recognized on these deemed sales, and 60% of any net realized gain or
loss from any actual sales of section 1256 contracts, will be treated as
long-term capital gain or loss, and the balance will be treated as short-
term capital gain or loss. Section 1256 contracts also may be marked-to-
market for purposes of the Excise Tax.

- 28 -
<PAGE>

PORTFOLIO INFORMATION
---------------------

Management of the Portfolio
---------------------------

Trustees and Officers. Trustees and officers are listed with their
addresses, principal occupations and present positions, including any
affiliation with Raymond James Financial, Inc. ("RJF"), RJA, Eagle and
Heritage.

Position with Principal Occupation
Name the Trust During Past Five Years
---- ------------- ----------------------

<S> <C> <C>
Thomas A. James* Trustee Chairman of the Board since 1986, Chief Executive
880 Carillon Parkway Officer since 1969 and President from 1972-1986 of
St. Petersburg, FL RJF; Chairman of the Board of RJA since 1986 and
33716 President of RJA 1972-1990; Chairman of the Board of
Eagle since 1984 and Chief Executive Officer of Eagle
since July 1994.

Richard K. Riess* Trustee President of Eagle since January 1995; Chief
880 Carillon Parkway Operating Officer of Eagle since July 1988;
St. Petersburg, FL Executive Vice President of Eagle from July 1988-
33716 December 1994; President of Heritage Mutual Funds,
June 1985-November 1991; President of Heritage, June
1985-March 1989; Senior Vice President of RJA,
August 1987-March 1989.

Donald W. Burton Trustee President of South Atlantic Capital Corporation (ven-
614 W. Bay Street ture capital) since October 1981.
Suite 200
Tampa, FL 33606

C. Andrew Graham Trustee Vice President of Financial Designs Ltd. since 1992;
Financial Designs, Ltd. Executive Vice President of the Madison Group, Inc.,
1775 Sherman Street October 1991-1992; Principal of First Denver
Suite 1900 Financial Corporation (investment banking) since
Denver, CO 80203 1987; Chairman of the Board of Quinoco Petroleum,
Inc., 1985-1986; Chief Executive Officer and Chairman
of the Board of Emcor Petroleum, Inc. (oil and gas
exploration and production), 1977-1985.

- 29 -
<PAGE>

Position with Principal Occupation
Name the Trust During Past Five Years
---- ------------- ----------------------

David M. Phillips Trustee Chairman and Chief Executive Officer of CCC
World Trade Center Information Services, Inc. since 1994 and of InfoVest
Chicago Corporation (information services to the insurance
444 Merchandise Mart and auto industries and consumer households) since
Chicago, IL 60654 October 1982.

Eric Stattin Trustee Litigation Consultant/Expert Witness and Private
2455 Meadows Drive Investor since February 1988; Chairman of the Board,
Park City, UT 84060 September 1986-February 1988, and President, June
1985-February 1988 of Florida Federal Savings and
Loan Association; Managing Director of Shearson
Lehman Brothers in Los Angeles, 1979-June 1985.

James L. Pappas Trustee Dean of College of Business Administration since
University of South August 1987 and Lykes Professor of Banking and
Florida Finance since August 1986, University of South
College of Business Florida; Academic Dean of the Graduate School of
Administration Banking, Madison, Wisconsin, 1983-1986, Professor of
Tampa, Florida 33620 School of Business Administration at University of
Wisconsin, 1968-1986; Board Member, Marine Bank, Dane
County, 1983-1986.

Stephen G. Hill President Chief Executive Officer and President of Heritage
880 Carillon Parkway since April 1989.
St. Petersburg, FL
33716

Brian C. Lee Senior Vice Senior Vice President of Eagle since November 1991;
880 Carillon Parkway President prior to 1991, Vice President and National Product
St. Petersburg, FL Manager for the Consulting Services Division of
33716 Shearson Lehman Brothers.

Barry E. Schneirov Vice Vice President of Eagle since 1992; President of
880 Carillon Parkway President Vista Partners, Inc. 1992; associated with Trammell
St. Petersburg, FL 33716 Crow Company from 1989-1991.

Donald H. Glassman Treasurer Treasurer of Heritage since May 1989; Treasurer,
880 Carillon Parkway Heritage Mutual Funds since May 1989.
St. Petersburg, FL
33716

- 30 -
<PAGE>

Position with Principal Occupation
Name the Trust During Past Five Years
---- ------------- ----------------------

Clifford J. Alexander Secretary Partner, Kirkpatrick & Lockhart (law firm).
1800 M Street, N.W.
Washington, D.C. 20036

Patricia Schneider
880 Carillon Parkway Assistant Compliance Administrator
St. Petersburg, FL Secretary of Heritage.
33716

Steven W. Faber
880 Carillon Parkway Assistant Corporate Counsel of Eagle from 1990 to present;
St. Petersburg, FL Secretary Associate Corporate Counsel of RJF from 1989-1990.
33716

Robert J. Zutz Assistant Partner, Kirkpatrick & Lockhart
1800 M Street, N.W. Secretary (law firm).
Washington, D.C. 20036

</TABLE>

* These Trustees are "interested persons" as such term is
defined under the 1940 Act.

The Trustees and officers of the Portfolio as a group own less than
1% of the Portfolio's A shares and C shares outstanding. The Trust's
Declaration of Trust provides that the Trustees will not be liable for
errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office.

The Trust currently pays Trustees who are not "interested persons" of
the Trust $727 annually and $182 per meeting of the Board of Trustees.
Trustees also are reimbursed for any expenses incurred in attending
meetings. Because Eagle performs substantially all of the services
necessary for the operation of the Portfolio, the Portfolio requires no
employees. No officer, director or employee of Eagle receives any
compensation from the Portfolio for acting as a director or officer. The
following table shows the anticipated compensation earned by each Trustee
who is not an "interested person of the Trust" for the fiscal year ended
October 31, 1995.

<TABLE>
<CAPTION>
Compensation Table

- 31 -
<PAGE>

Total
Pension or Compensation
Retirement From the
Aggregate Benefits Accrued Trust and
Compensation From as Part of the Estimated the Heritage
Name of Person, the Trust's Annual Benefits Family of Funds
Position Trust Expenses Upon Retirement Paid to Trustees
--------------- ------------ -------- --------------- ----------------

<S> <C> <C> <C> <C>
Donald W. Burton, Trustee $1,776 $0 $0 $16,000

C. Andrew Graham, Trustee $1,776 $0 $0 $16,000

David M. Phillips, Trustee $1,554 $0 $0 $14,000

Eric Stattin, $1,776 $0 $0 $16,000
Trustee

James L. Pappas, $1,776 $0 $0 $16,000
Trustee

Richard K. Riess, $0 $0 $0 $0
Trustee

Thomas A. James, $0 $0 $0 $0
Trustee
</TABLE>

Investment Adviser; Subadviser
------------------------------

The Portfolio's investment adviser, Eagle Asset Management, Inc., was
organized as a Florida corporation in 1976. All the capital stock of
Eagle is owned by RJF. RJF is a holding company that, through its
subsidiaries, is engaged primarily in providing customers with a wide
variety of financial services in connection with securities, limited
partnerships, options, investment banking and related fields.

Under an Investment Advisory and Administration Agreement ("Advisory
Agreement") dated February 14, 1995, between the Trust, on behalf of the
Portfolio, and Eagle, and subject to the control and direction of the
Trustees, Eagle is responsible for overseeing the Portfolio's investment
and noninvestment affairs. Under a Subadvisory Agreement, the Subadviser,
subject to direction by Eagle and the Board of Trustees, will provide
investment advice and portfolio management services to the Portfolio for a
fee payable by Eagle.

- 32 -
<PAGE>

Eagle also is obligated to furnish the Portfolio with office space,
administrative, and certain other services as well as executive and other
personnel necessary for the operation of the Portfolios. Eagle and its
affiliates also pay all the compensation of Trustees of the Trust who are
employees of Eagle and its affiliates. The Portfolio pays all its other
expenses that are not assumed by Eagle as described in the Prospectus.
The Portfolio also is liable for such nonrecurring expenses as may arise,
including litigation to which the Portfolio may be a party. The Portfolio
also may have an obligation to indemnify its Trustees and officers with
respect to any such litigation.

The Advisory Agreement and the Subadvisory Agreement each were
approved by the Trustees (including all of the Trustees who are not
"interested persons" of Eagle or the Subadviser) and Eagle, as sole
shareholder of the Portfolio, in compliance with the 1940 Act. Each
Agreement will continue in force for a period of two years only so long as
its continuance is approved at least annually by (1) a vote, cast in
person at a meeting called for that purpose, of a majority of those
Trustees who are not "interested persons" of Eagle, the Subadviser or the
Trust, and by (2) the majority vote of either the full Board of Trustees
or the vote of a majority of the outstanding shares of the Portfolio. The
Advisory and Subadvisory Agreement each automatically terminates on
assignment, and each is terminable on not more than 60 days' written
notice by the Trust to either party. In addition, the Advisory Agreement
may be terminated on not less than 60 days' written notice by Eagle to the
Portfolio and the Subadvisory Agreement may be terminated on not less than
60 days' written notice by Eagle or 90 days' written notice by the
Subadviser. Under the terms of the Advisory Agreement, Eagle
automatically becomes responsible for the obligations of the Subadviser
upon termination of the Subadvisory Agreement. In the event Eagle ceases
to be the adviser of the Portfolio or the Distributor ceases to be
principal distributor of the Portfolio's A shares and C shares, the right
of the Portfolio to use the identifying name of "Eagle" may be withdrawn.

Eagle and the Subadviser shall not be liable to the Portfolio or any
shareholder for anything done or omitted by them, except acts or omissions
involving willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties imposed upon them by their agreements with the
Portfolio or for any losses that may be sustained in the purchase, holding
or sale of any security.

Advisory Fee. The annual investment advisory fee paid monthly by the
Portfolio to Eagle is set forth in the Prospectus. Eagle has voluntarily
agreed to waive management fees to the extent that the annual operating
expenses of A shares, exclusive of foreign taxes paid, exceed 1.97% or to
the extent that the annual operating expenses of C shares exceed 2.72% of
average daily net assets attributable to that class during this fiscal
year. To the extent that Eagle waives its fees for one class, it will
waive its fees for the other class on a proportionate basis. For the
fiscal year ended October 31, 1995, Eagle earned approximately $_______
(of which approximately $______ was waived).

- 33 -
<PAGE>

Eagle has entered into an agreement with the Subadviser to provide
investment advice and portfolio management services to the Portfolio for a
fee based on the Portfolio's average daily net assets paid by Eagle to the
Subadviser equal to .50% on the first $100 million of assets and .40%
thereafter, without regard to any reduction in fees actually paid to Eagle
as a result of expense limitations. For the fiscal year ended October 31,
1995, Eagle paid the Subadviser subadvisory fees of approximately
$________.

Class-Specific Expenses. The Portfolio may determine to allocate
certain of its expenses (in addition to distribution fees) to the specific
classes of the Portfolio's shares to which those expenses are
attributable. For example, A shares bear higher transfer agency fees per
shareholder account than those borne by C shares. The higher fee is
imposed due to the higher costs incurred by Heritage in tracking shares
subject to a CDSL because, upon redemption, the duration of the
shareholder's investment must be determined in order to determine the
applicable charge. Although the transfer agency fee will differ on a per
account basis as stated above, the specific extent to which the transfer
agency fee will differ between the classes as a percentage of net assets
is not certain, because the fee as a percentage of net assets will be
affected by the number of shareholder accounts in each class and the
relative amounts of net assets in each class.

State Expense Limitations. Certain states have established expense
limitations for investment companies whose shares are registered for sale
in that state. If the Portfolio's operating expenses (including the
investment advisory fee, but not including distribution fees, brokerage
commissions, interest, taxes and extraordinary expenses) exceed these
expense limitations, the investment advisory fee paid will be reduced on a
monthly basis by the amount of the excess. If applicable state expense
limitations are exceeded, the amount to be reimbursed by Eagle will be
limited by the amount of the investment advisory fee and the Portfolio may
have to cease offering its shares for sale in certain states until the
expense ratio declines. Any fees waived by Eagle can be recovered by it
from the Portfolio when such recovery would not cause the Portfolio to
exceed its expense limits. The most restrictive current state expense
limit is 2.5% of the Portfolio's first $30 million in assets, 2.0% of the
next $70 million in assets and 1.5% of all excess assets.

Brokerage Practices
-------------------

Eagle and the Subadviser are responsible for the execution of the
Portfolio's portfolio transactions and must seek the most favorable price
and execution for such transactions. Best execution, however, does not
mean that the Portfolio necessarily will be paying the lowest commission
or spread available. Rather, the Portfolio also will take into account
such factors as size of the order, difficulty of execution, efficiency of
the executing broker's facilities, and any risk assumed by the executing
broker.

- 34 -
<PAGE>

Consistent with the policy of most favorable price and execution,
Eagle or the Subadviser may give consideration to research, statistical
and other services furnished by brokers to them for their use. In
addition, Eagle or the Subadviser may place orders with brokers who
provide supplemental investment and market research and securities and
economic analysis and may pay to these brokers a higher brokerage
commission or spread than may be charged by other brokers, provided that
they determine in good faith that such commission is reasonable in
relation to the value of brokerage and research services provided. Such
research and analysis may be useful to Eagle or the Subadviser in
connection with services to clients other than the Portfolio. The
Portfolio also may purchase and sell portfolio securities to and from
dealers who provide it with research services. However, portfolio
transactions will not be directed by the Portfolio to dealers on the basis
of such research services.

The Portfolio may use the Distributor or its affiliates or affiliates
of the Subadviser as a broker for agency transactions in listed and
over-the-counter securities at commission rates and under circumstances
consistent with the policy of best execution. Commissions paid to the
Distributor or its affiliates will not exceed "usual and customary
brokerage commissions." Rule l7e-1 under the 1940 Act defines "usual and
customary" commissions to include amounts that are "reasonable and fair
compared to the commission, fee or other remuneration received or to be
received by other brokers in connection with comparable transactions
involving similar securities being purchased or sold on a securities
exchange during a comparable period of time."

Eagle and the Subadviser also may select other brokers to execute
portfolio transactions. In the over-the-counter market, the Portfolio
generally deals with primary market-makers unless a more favorable
execution can otherwise be obtained.

The Portfolio may not buy securities from, or sell securities to the
Distributor or its affiliates as principal. However, the Board of
Trustees has adopted procedures in conformity with Rule 10f-3 under the
1940 Act whereby the Portfolio may purchase securities that are offered in
underwritings in which the Distributor or its affiliates are participants.
The Board of Trustees will consider the possibilities of seeking to
recapture for the benefit of the Portfolio expenses of certain portfolio
transactions, such as underwriting commissions and tender offer
solicitation fees, by conducting such portfolio transactions through
affiliated entities, including the Distributor, its affiliates or certain
affiliates of the Subadviser, but only to the extent such recapture would
be permissible under applicable regulations, including the rules of the
National Association of Securities Dealers, Inc. and other self-regulatory
organizations.

Section 11(a) of the Securities Exchange Act of 1934, as amended,
prohibits the Distributor from executing transactions on an exchange for
the Portfolio except pursuant to written consent by the Portfolio.

- 35 -
<PAGE>

Distribution of Shares
----------------------

Raymond James & Associates, Inc. serves as the Distributor of A
shares and C shares. The Distributor, participating dealers and
participating banks with whom it has entered into dealer agreements offer
shares of the Portfolio as agents on a best efforts basis and are not
obligated to sell any specific amount of shares. In this connection, the
Distributor makes distribution and service payments to participating
dealers in connection with the sale of Portfolio shares. Pursuant to its
Distribution Agreement with the Trust on behalf of the Portfolio with
respect to A shares and C shares, the Distributor bears the cost of making
information about the Portfolio available through advertising, sales
literature and other means, the cost of printing and mailing prospectuses
to persons other than shareholders, and salaries and other expenses
relating to selling efforts. The Distributor also pays service fees to
dealers for providing personal services to shareholders of A shares and C
shares and for maintaining shareholder accounts. The Portfolio pays the
cost of registering and qualifying its shares under state and federal
securities laws and typesetting of its prospectuses and printing and
distributing prospectuses to existing shareholders. For the fiscal year
ending October 31, 1995, the Portfolio paid (or accrued) $_______ in fees
to the Distributor.

As compensation for the services provided and expenses borne by the
Distributor pursuant to the Distribution Agreement with respect to A
shares, the Portfolio pays the Distributor the sales load described in the
Prospectus and may pay a 12b-1 fee in an amount up to .35% of the
Portfolio's average daily net assets in accordance with the A shares Plan
described below. The 12b-1 fee is accrued daily and paid monthly, and
currently is equal on an annual basis to .25% of average daily net assets.
The Distributor may use this fee as a service fee to compensate
participating dealers or participating banks, for services performed
incidental to the maintenance of shareholder accounts.

As compensation for the services provided and expenses borne by the
Distributor pursuant to the Distribution Agreement with respect to C
shares, the Portfolio pays the Distributor a distribution fee and a
shareholder service fee in accordance with the C Shares Plan described
below. The distribution fee is accrued daily and paid monthly, and
currently is equal on an annual basis to .75% of average daily net assets.
The service fee is accrued daily and paid monthly, and currently is equal
on an annual basis to .25% of average daily net assets.

In reporting amounts expended under the Plans to the Trustees, the
Distributor will allocate expenses attributable to the sale of each class
of Portfolio shares to such class based on the ratio of sales of shares of
such class to the sales of all the classes of shares. The fees paid by
one class of shares will not be used to subsidize the sale of any other
class of shares.

- 36 -
<PAGE>

The Portfolio has adopted a Distribution Plan for the A shares (the
"A Shares Plan") that, among other things, permits it to pay the
Distributor the monthly 12b-1 fee out of its net assets to finance
activity that is intended to result in the sale and retention of A shares.
As required by Rule 12b-1 under the 1940 Act, the A Shares Plan was
approved by Eagle, as the sole shareholder of the Portfolio, and the Board
of Trustees, including a majority of the Trustees who are not interested
persons of the Portfolio (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or the
Distribution Agreement (the "Independent Trustees") after determining that
there is a reasonable likelihood that the Portfolio and its shareholders
will benefit from the Plan.

The Portfolio also has adopted a Distribution Plan for the C shares
(the "C Shares Plan") which, among other things, permits it to pay the
Distributor the monthly 12b-1 fee out of its net assets to finance
activity which is intended to result in the sale and retention of C
shares. The C Shares Plan was approved by the Board of Trustees,
including a majority of the Independent Trustees after determining that
there is a reasonable likelihood that the Trust and its shareholders will
benefit from the Plan.

The A Shares Plan and the C Shares Plan each may be terminated by
vote of a majority of the Independent Trustees, or by vote of a majority
of the outstanding voting securities of the Portfolio. The Trustees
review quarterly a written report of Plan costs and the purposes for which
such costs have been incurred. The A Shares Plan may be amended by vote
of the Trustees, including a majority of the Independent Trustees, cast in
person at a meeting called for such purpose. Any change in a Plan that
would materially increase the distribution cost to a class requires
shareholder approval of that class.

The Distribution Agreement may be terminated at any time on 60 days'
written notice without payment of any penalty by either party. The
Portfolio may effect such termination by vote of a majority of the
outstanding voting securities of the Portfolio or by vote of a majority of
the Independent Trustees. For so long as either the A Shares Plan or the
C Shares Plan is in effect, selection and nomination of the Independent
Trustees shall be committed to the discretion of such disinterested
persons.

The Distribution Agreement and each of the above-referenced Plans
will continue in effect for successive one-year periods, provided that
each such continuance is specifically approved (i) by the vote of a
majority of the Independent Trustees and (ii) by the vote of a majority of
the entire Board of Trustees cast in person at a meeting called for that
purpose.

Administration of the Portfolio
-------------------------------

- 37 -
<PAGE>

Administrative and Transfer Agent Services. Eagle, subject to the
control of the Trustees, will manage, supervise and conduct the
administrative and business affairs of the Portfolio; furnish office space
and equipment; oversee the activities of the Subadviser and the
Portfolio's custodian and fund accountant; and pay all salaries, fees and
expenses of officers and Trustees of the Trust who are affiliated with
Eagle and its affiliates. Heritage is the transfer and dividend
disbursing agent for the Portfolio. The Portfolio pays Heritage a fee
equal to its cost plus ten percent for its services as transfer and
dividend disbursing agent.

Under a separate Administration Agreement between Eagle and Heritage,
Heritage will provide certain noninvestment services to the Portfolio for
a fee payable by Eagle equal to .10% on the first $100 million of average
daily net assets, and .05% thereafter.

Custodian. State Street Bank and Trust Company, P.0. Box 1912,
Boston, Massachusetts 02105, serves as custodian of the Portfolio's assets
and provides portfolio accounting and certain other services.

Legal Counsel. Kirkpatrick & Lockhart LLP of 1800 M Street, N.W.,
Washington, D.C., 20036 serves as counsel to the Trust and Eagle.
Schifino & Fleischer, P.A., 1 Tampa City Center, Suite 2700, Tampa,
Florida, 33602 serves as counsel to the Distributor.

Independent Accountants. Coopers & Lybrand L.L.P., One Post Office
Square, Boston, Massachusetts, 02109 is the independent accountants for
the Trust.

Potential Liability
-------------------

Under certain circumstances, shareholders may be held personally
liable as partners under Massachusetts law for obligations of the
Portfolio. To protect its shareholders, the Trust has filed legal
documents with Massachusetts that expressly disclaim the liability of its
shareholders for acts or obligations of the Portfolio. These documents
require notice of this disclaimer to be given in each agreement,
obligation or instrument the Portfolio or its Trustees enter into or sign.
In the unlikely event a shareholder is held personally liable for the
Portfolio's obligations, the Portfolio is required to use its property to
protect or compensate the shareholder. On request, the Portfolio will
defend any claim made and pay any judgment against a shareholder for any
act or obligation of the Portfolio. Therefore, financial loss resulting
from liability as a shareholder will occur only if the Portfolio itself
cannot meet its obligations to indemnify shareholders and pay judgments
against them.

- 38 -
<PAGE>

APPENDIX

CORPORATE BOND RATINGS

STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATINGS
------------------------------------------------------

AAA Debt rated "AAA" has the highest rating assigned by S&P.
Capacity to pay interest and repay principal is extremely strong.

AA Debt rated "AA" has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small
degree.

A Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than debt in higher
rated categories.

BBB Debt rated "BBB" is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.

BB, B, CCC Debt rated "BB," "B" and "CCC" is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and
repay principal in accordance with the terms of the obligation. "BB"
indicates the lowest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

BB Debt rated "BB" has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties
or exposure to adverse business, financial or economic conditions which
could lead to inadequate capacity to meet timely interest and principal
payments. The "BB" rating category is also used for debt subordinated to
senior debt that is assigned an actual or implied "BBB-" rating.

B Debt rated "B" has a greater vulnerability to default but
currently has the capacity to meet interest payments and principal
repayments. Adverse business, financial or economic conditions will
likely impair capacity or willingness to pay interest and repay principal.
The "B" rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied "BB" or "BB-" rating.

CCC Debt rated "CCC" has a currently identifiable vulnerability to
default and is dependent upon favorable business, financial and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
<PAGE>

"CCC" rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied "B" or "B-" rating.

CC The rating "CC" is typically applied to debt subordinated to
senior debt that is assigned an actual or impled "CCC" rating.

C The rating "C" is typically applied to debt subordinated to
senior debt which is assigned an actual or implied "CCC-" debt rating.
The "C" rating may be used to cover a situation where a bankruptcy
petition has been filed, but debt service payments are continued.

CI The rating "CI" is reserved for income bonds on which no
interest is being paid.

D Debt rated "D" is in payment default. The "D" rating category
is used when interest payments or principal payments are not made on the
date due even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The
"D" rating also will be used upon the filing of a bankruptcy petition if
debt service payments are jeopardized.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be
modified by the addition of a plus or minus sign to show relative standing
within the major categories.

NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS
------------------------------------------------------

Aaa Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.

Aa Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities,
fluctuation of protective elements may be of greater amplitude or there
may be other elements present which make the long-term risk appear
somewhat greater than in Aaa securities.

A Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered adequate

A-2
<PAGE>

but elements may be present which suggest a susceptibility to impairment
some time in the future.

Baa Bonds which are rated Baa are considered as medium grade
obligations (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present
but certain protective elements may be lacking or characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

Ba Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection
of interest and principal payments may be very moderate and thereby not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

Ca Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have
other marked shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating
system. The modifier 1 indicates that the company ranks in the higher end
of its generic rating category; the modifier 2 indicates a mid-range
ranking and the modifier 3 indicates that the company ranks in the lower
end of its generic rating category.

A-3
<PAGE>

COMMERCIAL PAPER RATINGS

The rating services' descriptions of commercial paper ratings in which the
Portfolios may invest are:

Description of Standard & Poor's Ratings Group's Commercial Paper Ratings
-------------------------------------------------------------------------

A-1. This designation indicates that the degree of safety regarding
timely payment is very strong. Those issues determined to possess
extremely strong characteristics are denoted with a plus sign (+)
designation.

Description of Moody's Investors Service, Inc.'s Commercial Paper Ratings
-------------------------------------------------------------------------

Prime-l. Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability for repayment of senior short-term debt obligations. P-1
repayment ability will often be evidenced by many of the following
characteristics: leading market positions in well-established industries;
high rates of return on funds employed; conservative capitalization
structure with moderate reliance on debt and ample asset protection; broad
margins in earnings coverage of fixed financial charges and high internal
cash generation; well-established access to a range of financial markets
and assured sources of alternate liquidity.

A-4
<PAGE>

HERITAGE SERIES TRUST -
EAGLE INTERNATIONAL EQUITY PORTFOLIO
------------------------------------

PART C. OTHER INFORMATION
-------------------------

Item 24. Financial Statements and Exhibits
---------------------------------

(a) Financial Statements included as a part of this
Registration Statement:

Included in Part A of the Registration Statement: None

Included in Part B of the Registration Statement: None

(b) Exhibits:

(1) Declaration of Trust*

(2) Bylaws*

(3) Voting trust agreement -- none

(4) Specimen security**

(5)(a)(i) Investment Advisory and Administration
Agreement***

(a)(ii) Amended Schedule A relating to the addition
of the Value Equity Fund****

(a)(iii) Amended Schedule A relating to the addition
of the Growth Equity Fund**

(b) Investment Advisory and Administration
Agreement between Eagle Asset Management,
Inc. and Eagle International Equity
Portfolio (filed herewith)

(c)(i) Subadvisory Agreement between Heritage Asset
Management, Inc. and Raymond James &
Associates, Inc. relating to Small Cap Stock
Fund***

(c)(ii) Subadvisory Agreement between Heritage Asset
Management, Inc. and Awad & Associates, a
division of Raymond James and Associates,
Inc. relating to Small Cap Stock Fund***

C-1
<PAGE>

(d)(i) Form of Subadvisory Agreement between
Heritage Asset Management, Inc. and Eagle
Asset Management, Inc. relating to Value
Equity Fund****

(d)(ii) Amended Schedule A relating to the addition
of the Growth Equity Fund**

(e) Form of Subadvisory Agreement between Eagle
Asset Management, Inc. and Martin Currie
Inc. relating to Eagle International Equity
Portfolio (filed herewith)

(6) Distribution Agreement***

(7) Bonus, profit sharing or pension plans -- none

(8) Form of Custodian Agreement*****

(9) (a) Form of Transfer Agency and Service
Agreement*****

(b) Form of Fund Accounting and Pricing Service
Agreement****

(10) Opinion and consent of counsel -- none

(11) Accountants' consent -- none

(12) Financial statements omitted from prospectus -- none

(13) Letter of investment intent*****

(14) Prototype retirement plan**

(15)(a) Plan pursuant to Rule 12b-1***

(b) Amended Schedule A relating to the addition of
the Class A shares of the Value Equity Fund****

(c) Amended Schedule A relating to the addition of
the Eagle Class shares of the Eagle International
Equity Portfolio (filed herewith)

(d) Amended Schedule A relating to the addition of
Class A shares of the Growth Equity Fund**

(e) Amended Schedule A relating to the addition of
the Class A shares of the Eagle International
Equity Portfolio**

C-2
<PAGE>

(f) Amended Schedule A relating to the addition of
the Class C shares of each portfolio**

(16) Performance Computation Schedule -- inapplicable

(17) Financial Data Schedule for Electronic Filers --
inapplicable

(18) Plan pursuant to Rule 18f-3**

* Incorporated by reference from the Registration
Statement of the Trust, SEC File No. 33-57986,
filed previously on February 5, 1993.

** To be filed by subsequent amendment.

*** Incorporated by reference from Post-Effective
Amendment No. 1 to the Registration Statement of
the Trust, SEC File No. 33-57986, filed
previously on October 1, 1993.

**** Incorporated by reference from Post-Effective
Amendment No. 4 to the Registration Statement of
the Trust filed, SEC File No. 33-57986,
previously on November 4, 1994.

***** Incorporated by reference from Pre-Effective
Amendment No. 1 to the Registration Statement of
the Trust, SEC File No. 33-57986, filed
previously on March 16, 1993.

Item 25. Persons Controlled by or under
Common Control with Registrant
------------------------------

None.

Item 26. Number of Holders of Securities
-------------------------------

Number of Record Holders
Title of Class October 26, 1995
-------------- ----------------

Shares of beneficial interest

Small Cap Stock Fund
Class A Shares 4,668
Class C Shares 397

Value Equity Fund

C-3
<PAGE>

Class A Shares 1,227
Class C Shares 500

Growth Equity Fund
Class A Shares 0
Class C Shares 0

Eagle International
Equity Portfolio
Class A Shares 0
Class C Shares 0
Eagle Class Shares 151

Item 27. Indemnification
---------------

Article XI, Section 2 of Heritage Series Trust's Declaration of Trust
provides that:

(a) Subject to the exceptions and limitations contained in paragraph
(b) below:

(i) every person who is, or has been, a Trustee or officer of
the Trust (hereinafter referred to as "Covered Person") shall be
indemnified by the appropriate portfolios to the fullest extent permitted
by law against liability and against all expenses reasonably incurred or
paid by him in connection with any claim, action, suit or proceeding in
which he becomes involved as a party or otherwise by virtue of his being
or having been a Trustee or officer and against amounts paid or incurred
by him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding" shall
apply to all claims, actions, suits or proceedings (civil, criminal or
other, including appeals), actual or threatened while in office or
thereafter, and the words "liability" and "expenses" shall include,
without limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered
Person:

(i) who shall have been adjudicated by a court or body before
which the proceeding was brought (A) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his office
or (B) not to have acted in good faith in the reasonable belief that his
action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Trustee or officer did not engage in willful
misfeasance, bad faith, gross negligence or reckless disregard of the

C-4
<PAGE>

duties involved in the conduct of his office (A) by the court or other
body approving the settlement; (B) by at least a majority of those
Trustees who are neither interested persons of the Trust nor are parties
to the matter based upon a review of readily available facts (as opposed
to a full trial-type inquiry); or (C) by written opinion of independent
legal counsel based upon a review of readily available facts (as opposed
to a full trial-type inquiry); provided, however, that any Shareholder
may, by appropriate legal proceedings, challenge any such determination by
the Trustees, or by independent counsel.

(c) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable, shall not
be exclusive of or affect any other rights to which any Covered Person may
now or hereafter be entitled, shall continue as to a person who has ceased
to be such Trustee or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust personnel, other
than Trustees and officers, and other persons may be entitled by contract
or otherwise under law.

(d) Expenses in connection with the preparation and presentation of
a defense to any claim, action, suit, or proceeding of the character
described in paragraph (a) of this Section 2 may be paid by the applicable
Portfolio from time to time prior to final disposition thereof upon
receipt of an undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust if it is ultimately
determined that he is not entitled to indemnification under this Section
2; provided, however, that:

(i) such Covered Person shall have provided appropriate
security for such undertaking;

(ii) the Trust is insured against losses arising out of any such
advance payments; or

(iii) either a majority of the Trustees who are neither
interested persons of the Trust nor parties to the matter, or independent
legal counsel in a written opinion, shall have determined, based upon a
review of readily available facts (as opposed to a trial-type inquiry or
full investigation), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Section 2.

According to Article XII, Section 1 of the Declaration of Trust, the
Trust is a trust, not a partnership. Trustees are not liable personally
to any person extending credit to, contracting with or having any claim
against the Trust, a particular Portfolio or the Trustees. A Trustee,
however, is not protected from liability due to willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in
the conduct of his office.

Article XII, Section 2 provides that, subject to the provisions of
Section 1 of Article XII and to Article XI, the Trustees are not liable

C-5
<PAGE>

for errors of judgment or mistakes of fact or law, or for any act or
omission in accordance with advice of counsel or other experts or for
failing to follow such advice.

Paragraph 8 of the Investment Advisory and Administration Agreement
("Advisory Agreement") between the Trust, on behalf of Eagle International
Equity Portfolio, and Eagle Asset Management, Inc. ("Eagle"), provides
that Eagle shall not be liable for any error of judgment or mistake of law
for any loss suffered by the Trust or any Portfolio in connection with the
matters to which the Advisory Agreement relate except a loss resulting
from willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under the Advisory Agreement. Any person, even
though also an officer, partner, employee, or agent of Eagle, who may be
or become an officer, trustee, employee or agent of the Trust shall be
deemed, when rendering services to the Trust or acting in any business of
the Trust, to be rendering such services to or acting solely for the Trust
and not as an officer, partner, employee, or agent or one under the
control or direction of Eagle even though paid by it.

Paragraph 9 of the Subadvisory Agreement ("Subadvisory Agreement") between
Eagle and Martin Currie Inc. ("Subadviser") provides that, in the absence
of willful misfeasance, bad faith or gross negligence on the part of the
Subadviser, or reckless disregard of its obligations and duties under the
Subadvisory Agreement, the Subadviser shall not be subject to any
liability to Eagle, the Trust, or their directors, trustees, officers or
shareholders, for any act or omission in the course of, or connected with,
rendering services under the Subadvisory Agreement.

Paragraph 7 of the Distribution Agreement between the Trust, on behalf of
the Eagle International Equity Portfolio and Raymond James & Associates,
Inc. ("Raymond James") provides that, the Trust agrees to indemnify,
defend and hold harmless Raymond James, its several officers and
directors, and any person who controls Raymond James within the meaning of
Section 15 of the Securities Act of 1933, as amended (the "1933 Act") from
and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which
Raymond James, its officers or Trustees, or any such controlling person
may incur under the 1933 Act or under common law or otherwise arising out
of or based upon any alleged untrue statement of a material fact contained
in the Registration Statement, Prospectus or Statement of Additional
Information or arising out of or based upon any alleged omission to state
a material fact required to be stated in either thereof or necessary to
make the statements in either thereof not misleading, provided that in no
event shall anything contained in the Distribution Agreement be construed
so as to protect Raymond James against any liability to the Trust or its
shareholders to which Raymond James would otherwise be subject by reason
of willful misfeasance, bad faith, or gross negligence in the performance
of its duties, or by reason of its reckless disregard of its obligations
and duties under the Distribution Agreement.

C-6
<PAGE>

Paragraph 13 of the Heritage Funds Accounting and Pricing Services
Agreement ("Accounting Agreement") between the Trust and Heritage Asset
Management, Inc. ("Heritage") provides that the Trust agrees to indemnify
and hold harmless Heritage and its nominees from all losses, damages,
costs, charges, payments, expenses (including reasonable counsel fees),
and liabilities arising directly or indirectly from any action that
Heritage takes or does or omits to take to do (i) at the request or on the
direction of or in reasonable reliance on the written advice of the Trust
or (ii) upon Proper Instructions (as defined in the Accounting Agreement),
provided, that neither Heritage nor any of its nominees shall be
indemnified against any liability to the Trust or to its shareholders (or
any expenses incident to such liability) arising out of Heritage's own
willful misfeasance, willful misconduct, gross negligence or reckless
disregard of its duties and obligations specifically described in the
Accounting Agreement or its failure to meet the standard of care set forth
in the Accounting Agreement.

Item 28. I. Business and Other Connections
of Investment Adviser
------------------------------

Eagle Asset Management, Inc., a Florida corporation, is a registered
investment adviser. All of its stock is owned by Raymond James Financial,
Inc. Eagle is primarily engaged in the investment advisory business.
Eagle provides investment advisory services to the Eagle International
Equity Portfolio. Information as to the officers and directors of Eagle
is included in its current Form ADV filed with the SEC and is incorporated
by reference herein.

Heritage Asset Management, Inc. is a Florida corporation that offers
investment management services. Heritage provides investment advisory
services to the Small Cap Stock, Value Equity, and Growth Equity Funds of
the Trust. Information as to the directors and officers of Heritage is
included in its current Form ADV filed with the SEC (registration number
801-25067) and is incorporated by reference herein.

II. Business and Other Connections of Subadviser
--------------------------------------------

Martin Currie Inc., a New York corporation, is a wholly-owned
subsidiary of Martin Currie Limited. Martin Currie Inc. is primarily
engaged in the investment advisory business. Martin Currie Inc. provides
subadvisory services to the Eagle International Equity Portfolio of the
Trust. Information as to the officers and directors of Martin Currie Inc.
is included in its current Form ADV filed with the Securities and Exchange
Commission and is incorporated by reference herein.

Raymond James is a registered investment adviser. All of its stock
is owned by Raymond James Financial, Inc. It is primarily in the
financial services business. The Research Department and Awad &
Associates is a division of RJA. Information as to the officers and
directors of RJA and Awad is included in RJA's current Form ADV filed with

C-7
<PAGE>

the SEC (registration number 801-10418) and is incorporated by reference
herein.

Eagle Asset Management, Inc., a Florida corporation, is a registered
investment adviser. All of its stock is owned by Raymond James Financial,
Inc. Eagle is primarily engaged in the investment advisory business.
Information as to the officers and directors of Eagle is included in the
current Form ADV filed with the SEC and is incorporated by reference
herein.

Item 29. Principal Underwriter
---------------------

(a) Raymond James & Associates, Inc. is the principal
underwriter for each of the following investment companies: Heritage Cash
Trust, Heritage Capital Appreciation Trust, Heritage Income-Growth Trust,
Heritage Income Trust and Heritage Series Trust.

(b) The directors and officers of the Registrant's principal
underwriter are:

<TABLE>
<CAPTION> Positions & Offices Position
Name with Underwriter with Registrant
---- ------------------- ---------------
<S> <C> <C>
Thomas A. James Chief Executive Officer, Trustee
Director

Robert F. Shuck Executive V.P., Director None

Thomas S. Franke President, Chief Operating None
Officer, Director

Lynn Pippenger Secretary/Treasurer, None
Chief Financial Officer,
Director

Dennis Zank Executive VP of Operations None
and Administration, Director

</TABLE>

Item 30. Location of Accounts and Records
--------------------------------

The books and other documents required by Rule 31a-1 under the
Investment Company Act of 1940, as amended, are maintained in the physical
possession of the Trust's custodian, except that: Eagle will maintain some
or all of the records required by Rule 31a-1(b)(l), (2) and (8); and the

C-8
<PAGE>

Subadviser will maintain some or all of the records required by Rule
31a-1(b) (2), (5), (6), (9), (10) and (11).

Item 31. Management Services
-------------------

Not applicable.

Item 32. Undertakings
------------

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of its latest annual report to
Shareholders, upon request and without charge.

C-9
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description Page
------ ----------- ----
1 Declaration of Trust*

2 Bylaws*

3 Voting trust agreement -- none

4 Specimen security**

5(a)(i) Investment Advisory and
Administration Agreement***

5(a)(ii) Amended Schedule A relating to
the addition of the Value Equity
Fund****

5(a)(iii) Amended Schedule A relating to
the addition of the Growth Equity
Fund**

5(b) Investment Advisory and
Administration Agreement between
Eagle Asset Management, Inc.
and Eagle International Equity
Portfolio (filed herewith)

5(c)(i) Subadvisory Agreement between
Heritage Asset Management, Inc.
and Raymond James & Associates,
Inc. relating to Small Cap
Stock Fund***

5(c)(ii) Subadvisory Agreement between
Heritage Asset Management, Inc.
and Awad & Associates, a division
of Raymond James and Associates,
Inc. relating to Small Cap Stock
Fund***

5(d)(i) Form of Subadvisory Agreement
between Heritage Asset Management,
Inc. and Eagle Asset Management,
Inc. relating to Value Equity
Fund****

5(d)(ii) Amended Schedule A relating to the
addition of the Growth Equity Fund**
<PAGE>

5(e) Subadvisory Agreement between
Eagle Asset Management, Inc.
and Martin Currie Inc. relating
to Eagle International Equity
Portfolio (filed herewith)

6 Distribution Agreement***

7 Bonus, profit sharing or pension
plans -- none

8 Form of Custodian Agreement*****

9(a) Form of Transfer Agency and
Service Agreement*****

9(b) Form of Fund Accounting and
Pricing Service Agreement ****

10 Opinion and consent of counsel --
none

11 Accountants' consent -- none

12 Financial statements omitted from
prospectus -- none

13 Letter of investment intent*****

14 Prototype retirement plan**

15(a) Plan pursuant to Rule 12b-1***

15(b) Amended Schedule A relating to
the addition of the Class A
shares of the Value Equity Fund****

15(c) Amended Schedule A relating to
the addition of the Eagle Class
of shares of Eagle International
Equity Portfolio (filed herewith)

15(d) Amended Schedule A relating to
the addition of Class A shares
of the Growth Equity Fund**

15(e) Amended Schedule A relating to
the addition of the Class A
shares of the Eagle International
Equity Portfolio**

15(f) Amended Schedule A relating to

- 2 -
<PAGE>

the addition of the Class C
shares of each portfolio**

16 Performance Computation Schedule
-- inapplicable

17 Financial Data Schedule for
Electronic Filers -- inapplicable

18 Plan pursuant to Rule 18f-3**

* Incorporated by reference from the Registration Statement of the
Trust, SEC File No. 33-57986, filed previously on February 5, 1993.

** To be filed by subsequent amendment.

*** Incorporated by reference from Post-Effective Amendment No. 1 to the
Registration Statement of the Trust, SEC File No. 33-57986, filed
previously on October 1, 1993.

**** Incorporated by reference from Post-Effective Amendment No. 4 to the
Registration Statement of the Trust filed, SEC File No. 33-57986,
previously on November 4, 1994.

***** Incorporated by reference from Pre-Effective Amendment No. 1 to the
Registration Statement of the Trust, SEC File No. 33-57986, filed
previously on March 16, 1993.

- 3 -
<PAGE>

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 9 to its
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Petersburg and
the State of Florida, on October 27, 1995.

HERITAGE SERIES TRUST

By: /s/ Stephen G. Hill
------------------------
Stephen G. Hill
President
Attest:

/s/ Donald H. Glassman
-----------------------------
Donald H. Glassman, Treasurer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 9 to the Registration Statement
has been signed below by the following persons in the capacities and on
the dates indicated.

Signature Title Date
--------- ------- ------

/s/ Stephen G. Hill President October 27,1995
-----------------------------
Stephen G. Hill

Thomas A. James* Trustee October 27, 1995
-----------------------------
Thomas A. James

Richard K. Riess* Trustee October 27, 1995
-----------------------------
Richard K. Riess

C. Andrew Graham* Trustee October 27, 1995
-----------------------------
C. Andrew Graham

David M. Phillips* Trustee October 27, 1995
-----------------------------
David M. Phillips

James L. Pappas* Trustee October 27, 1995

- 4 -
<PAGE>

-----------------------------
James L. Pappas

Donald W. Burton* Trustee October 27, 1995
-----------------------------
Donald W. Burton

Eric Stattin Trustee October 27, 1995
-----------------------------
Eric Stattin*

/s/ Donald H. Glassman Treasurer October 27, 1995
-----------------------------
Donald H. Glassman

*By /s/ Donald H. Glassman
------------------------------------------
Donald H. Glassman, Attorney-In-Fact

- 5 -
<PAGE>

<PAGE>

Exhibit (5)(b)

HERITAGE SERIES TRUST
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT

Agreement made as of this 14th day of February, 1995 between
Heritage Series Trust, a Massachusetts business trust (the "Trust"), and
Eagle Asset Management, Inc. (the "Manager"), a Florida corporation.

WHEREAS, the Trust is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end management investment
company consisting of one or more series (portfolios) of shares, each
having its own investment policies; and

WHEREAS, the Manager is an investment adviser under the
Investment Advisers Act of 1940, as amended; and

WHEREAS, the Trust desires to retain the Manager as investment
adviser and administrator to furnish administrative, investment advisory
and portfolio management services to the Trust with respect to such
portfolios as the Trust and the Manager shall agree upon from time to time
(collectively, the "Portfolios"), and the Manager is willing to furnish
such services;

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as
follows:

1. Appointment. The Trust hereby appoints Eagle Asset
Management, Inc. as investment adviser and administrator of each Portfolio
listed on Schedule A of this Agreement (as such schedule may be amended
from time to time) for the period and on the terms set forth in this
Agreement. Eagle Asset Management, Inc. accepts such appointment and
agrees to render the services herein set forth for the compensation as set
forth on Schedule A. In the performance of its duties, the Manager will
act in the best interests of the Trust and each Portfolio and will comply
with (a) applicable laws and regulations, including, but not limited to,
the 1940 Act, (b) the terms of this Agreement, (c) the Trust's Declaration
of Trust, By-Laws and currently effective registration statement under the
Securities Act of 1933, as amended, and the 1940 Act, and any amendments
thereto, (d) relevant undertakings to state securities regulators which
also have been provided to the Manager, (e) the stated investment
objective, policies and restrictions of each applicable Portfolio, and (f)
such other guidelines as the Board of Trustees of the Trust ("Board of
Trustees") reasonably may establish.

2. Duties as Investment Adviser.

(a) Subject to the supervision of the Board of Trustees, the
Manager will provide a continuous investment program for each Portfolio,
including investment research and management with respect to all
securities, investments and cash equivalents in each Portfolio. The
Manager will determine from time to time what securities and other
<PAGE>

investments will be purchased, retained or sold by each Portfolio. The
Manager will exercise full discretion and act for each Portfolio in the
same manner and with the same force and effect as such Portfolio itself
might or could do with respect to purchases, sales, or other transactions,
as well as with respect to all other things necessary or incidental to the
furtherance or conduct of such purchases, sales or other transactions.

(b) The Manager will place orders pursuant to its investment
determinations for each Portfolio either directly with the issuer or
through other brokers. In the selection of brokers and the placement of
orders for the purchase and sale of portfolio investments for the
Portfolios, the Manager shall use its best efforts to obtain for the
Portfolios the most favorable price and execution available, except to the
extent it may be permitted to pay higher brokerage commissions for
brokerage and research services as described below. In using its best
efforts to obtain the most favorable price and execution available, the
Manager, bearing in mind the Trust's best interests at all times, shall
consider all factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for the
security, the amount of the commission, the timing of the transaction
taking into account market prices and trends, the reputation, experience
and financial stability of the broker involved and the quality of service
rendered by the broker in other transactions. Subject to such policies as
the Board of Trustees may determine, the Manager shall not be deemed to
have acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of its having caused a Portfolio
to pay a broker that provides brokerage and research services to the
Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker would
have charged for effecting that transaction if the Manager determines in
good faith that such amount of commission was reasonable in relation to
the value of the brokerage and research services provided by such broker,
viewed in terms of either that particular transaction or the Manager's
overall responsibilities with respect to the Trust and to other clients of
the Manager as to which the Manager exercises investment discretion. The
Trust agrees that any entity or person associated with the Manager that is
a member of a national securities exchange is authorized to effect any
transaction on such exchange for the account of the Trust which is
permitted by Section 11(a) of the Securities Exchange Act of 1934, as
amended, and the Trust consents to the retention of compensation for such
transactions.

(c) The Manager will provide the Board of Trustees on a
regular basis with economic and investment analyses and reports and make
available to the Board upon request any economic, statistical and
investment services normally available to institutional or other customers
of the Manager.

3. Duties as Administrator. The Manager will assist in
administering the affairs of the Trust, as they relate to the Portfolios,
subject to the supervision of the Board of Trustees and the following
understandings:
<PAGE>

(a) The Manager will supervise all aspects of the operations of
the Portfolios except as hereinafter set forth; provided, however, that
nothing herein contained shall be deemed to relieve or deprive the Board
of Trustees of its responsibility for and control of the conduct of the
Portfolio's affairs.

(b) The Manager will investigate and, with appropriate approval
of the Board of Trustees, select necessary service companies to conduct
certain operations of the Portfolios, including the Portfolio's custodian,
transfer agent, dividend disbursing agent, independent public accountant
and attorney.

(c) The Manager will provide the Portfolio with such
administrative and clerical services as are deemed necessary or advisable
by the Board of Trustees, including the maintenance of certain books and
records of the Trust and each Portfolio which are not maintained by the
Trust's custodian or any subadviser.

(d) The Manager will arrange on behalf of the Portfolios, but
not pay, for the periodic updating of the Portfolios' Prospectuses and
supplements thereto, proxy material, tax returns and reports to
shareholders and the Securities and Exchange Commission.

(e) The Manager will provide the Portfolio with, or obtain for
it, adequate office space and all necessary office equipment and services,
including telephone service, heat, utilities, stationery supplies and
similar items.

(f) The Manager will hold itself available to respond to
shareholder inquiries.

4. Delegation of Duties Hereunder. Any of the foregoing
functions with respect to the Managers's duty as investment adviser or
administrator to any or all Portfolios may be delegated by the Manager, at
the Manager's expense, to another appropriate party (including an
affiliated party), subject to such approval by the Board of Trustees and,
to the extent applicable, shareholders of each affected Portfolio as may
be required by the 1940 Act. The Manager shall oversee the performance of
delegated functions by any such party and shall furnish to the Trust with
quarterly evaluations and analyses concerning the performance of delegated
responsibilities by those parties.

5. Services Not Exclusive. The services furnished by the
Manager hereunder are not to be deemed exclusive and the Manager shall be
free to furnish similar services to others so long as its services under
this Agreement are not impaired thereby.

6. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Manager hereby agrees that all records
which it maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records upon the

- 3 -
<PAGE>

Trust's request. The Manager further agrees to preserve for the periods
prescribed by Rule 3la-2 under the 1940 Act the records required to be
maintained by Rule 3la-1 under the 1940 Act.

7. Expenses. During the term of this Agreement, the Trust will
bear all expenses not specifically assumed by the Manager incurred in its
operations and the offering of its shares. Expenses borne by the Trust
will include, but not be limited to, the following (or each Portfolio's
proportionate share of the following): (a) brokerage commissions relating
to securities purchased or sold by the Trust or any losses incurred in
connection therewith; (b) fees payable to and expenses incurred on behalf
of the Trust by the Manager; (c) expenses of organizing the Trust and the
Portfolios; (d) filing fees and expenses relating to the registration and
qualification of the Trust's shares and the Trust under federal or state
securities laws and maintaining such registrations and qualifications; (e)
distribution fees; (f) fees and salaries payable to the members of the
Board of Trustees and officers who are not officers or employees of the
Manager or interested persons (as defined in the 1940 Act) of any
investment adviser or distributor of the Trust; (g) taxes (including any
income or franchise taxes) and governmental fees; (h) costs of any
liability, uncollectible items of deposit and other insurance or fidelity
bonds; (i) any costs, expenses or losses arising out of any liability of
or claim for damage or other relief asserted against the Trust for
violation of any law; (j) legal, accounting and auditing expenses,
including legal fees of special counsel for the independent trustees; (k)
charges of custodians, transfer agents and other agents; (l) costs of
preparing share certificates; (m) expenses of setting in type and printing
Prospectuses and supplements thereto for existing shareholders, reports
and statements to shareholders and proxy material; (n) any extraordinary
expenses (including fees and disbursements of counsel) incurred by the
Trust; and (o) fees and other expenses incurred in connection with
membership in investment company organizations.

The Trust may pay directly any expense incurred by it in its
normal operations and, if any such payment is consented to by the Manager
and acknowledged as otherwise payable by the Manager pursuant to this
Agreement, the Trust may reduce the fee payable to the Manager pursuant to
paragraph 8 hereof by such amount. To the extent that such deductions
exceed the fee payable to the Manager on any monthly payment date, such
excess shall be carried forward and deducted in the same manner from the
fee payable on succeeding monthly payment dates.

In addition, if the expenses borne by the Trust or any Portfolio
in any fiscal year exceed the applicable expense limitations imposed by
the securities regulations of any state in which shares are registered or
qualified for sale to the public, the Manager will reimburse the Trust or
Portfolio for any excess up to the amount of the fee payable to it during
that fiscal year pursuant to paragraph 8 hereof. However, the Manager may
recover any expenses reimbursed in the two previous years if the recovery
does not cause the Trust or any Portfolio to exceed applicable state
expense limitations.

- 4 -
<PAGE>

8. Compensation. For the services provided and the expenses
assumed pursuant to this Agreement with respect to each Portfolio, the
Trust will pay the Manager, effective from the date of this Agreement, a
fee which is computed daily and paid monthly from each Portfolio's assets
at the annual rates as percentages of that Portfolio's average daily net
assets as set forth in the attached Schedule A, which schedule can be
modified from time to time to reflect changes in annual rates or the
addition or deletion of a Portfolio from the terms of this Agreement,
subject to appropriate approvals required by the 1940 Act. If this
Agreement becomes effective or terminates with respect to any Portfolio
before the end of any month, the fee for the period from the effective
date to the end of the month or from the beginning of such month to the
date of termination, as the case may be, shall be prorated according to
the proportion that such period bears to the full month in which such
effectiveness or termination occurs.

9. Limitation of Liability of the Manager. The Manager shall
not be liable for any error of judgment or mistake of law or for any loss
suffered by the Trust or any Portfolio in connection with the matters to
which this Agreement relate except a loss resulting from the willful
misfeasance, bad faith or gross negligence on its part in the performance
of its duties or from reckless disregard by it of its obligations and
duties under this Agreement. Any person, even though also an officer,
partner, employee, or agent of the Manager, who may be or become an
officer, trustee, employee or agent of the Trust shall be deemed, when
rendering services to the Trust or acting in any business of the Trust, to
be rendering such services to or acting solely for the Trust and not as an
officer, partner, employee, or agent or one under the control or direction
of the Manager even though paid by it.

10. Duration and Termination. This Agreement shall become
effective upon its execution; provided, that with respect to any Portfolio
now existing or hereafter created, this agreement shall not take effect
unless it first has been approved (i) by a vote of the majority of those
trustees of the Trust who are not parties to this Agreement or interested
persons of such party, cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by vote of a majority of that
Portfolio's outstanding voting securities. This Agreement shall remain in
full force and effect continuously thereafter until terminated without the
payment of any penalty as follows:

(a) By vote of a majority of its trustees, or by the affirmative
vote of a majority of the outstanding Shares of such Portfolio, the Trust
may at any time terminate this Agreement with respect to any or all
Portfolios by providing not more than 60 days' written notice delivered or
mailed by registered mail, postage prepaid, to the Manager at its
principal offices; or

(b) With respect to any Portfolio, if (i) the trustees or the
shareholders of that Portfolio by the affirmative vote of a majority of
the outstanding shares of such Portfolio, and (ii) a majority of the

- 5 -
<PAGE>

trustees who are not interested persons of the Trust or of the Manager or
of any subadviser, by vote cast in person at a meeting called for the
purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Agreement, then this Agreement shall
automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective
date of the last such continuance, whichever is later; provided, however,
that if the continuance of this Agreement is submitted to the shareholders
of a Portfolio for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, the Manager may
continue to serve hereunder in a manner consistent with the 1940 Act and
the rules and regulations thereunder with respect to that Portfolio; or

(c) The Manager may at any time terminate this Agreement with
respect to any or all Portfolios by not less than 60 days' written notice
delivered or mailed by registered mail, postage prepaid to the Trust.

(d) This Agreement automatically and immediately will
terminate in the event of its assignment.

11. Amendment of This Agreement. No provision of this Agreement
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought, and no material
amendment of this Agreement with respect to any Portfolio shall be
effective until approved by vote of the holders of a majority of that
Portfolio's outstanding voting securities.

12. Name of Trust. Unless agreed to in writing by Heritage
Asset Management, Inc., the Trust may use the name "Heritage" or "Heritage
Series Trust" only for so long as this Agreement or any extension, renewal
or amendment hereof remains in effect, including any similar agreement
with any organization that shall have succeeded to the business of the
Manager. At such time as such an agreement shall no longer be in effect,
the Trust, and the Portfolios, will (to the extent that it lawfully can)
cease to use any name derived from Heritage Series Trust, Raymond James &
Associates, Inc., Heritage Asset Management, Inc. or Eagle Asset
Management, Inc., or any successor organization, unless the Trust secures
the written approval of any and all of those parties.

13. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Florida, without giving effect to
the conflicts of laws principles thereof, and in accordance with the 1940
Act. To the extent that the applicable laws of the State of Florida
conflict with the applicable provisions of the 1940 Act, the latter shall
control.

14. Definitions. As used in this Agreement, the terms
"majority of the outstanding voting securities," "interested person," and
"assignment" shall have the same meanings as such terms have in the 1940
Act.

- 6 -
<PAGE>

15. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors.

16. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.

- 7 -
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the day
and year first above written.

Attest: HERITAGE SERIES TRUST

By: ________________________ By: ______________________________

Attest: EAGLE ASSET MANAGEMENT, INC.

By: ________________________ By: ______________________________

- 8 -
<PAGE>

Schedule A
to the
Investment Advisory and
Administration Agreement
between
Eagle Asset Management, Inc.
and
Heritage Series Trust

As compensation pursuant to paragraph 8 of the Investment
Advisory and Administrative Agreement between Eagle Asset Management, Inc.
(the "Manager") and Heritage Series Trust (the "Trust"), the Trust shall
pay to the Manager a fee, computed daily and paid monthly, at the
following annual rates as percentages of each Portfolio's average daily
net assets:

(1) For the Eagle International Equity Portfolio:

Average Daily Advisory Fee as % of
Net Assets Average Daily Net Assets
------------- ------------------------

Up to $100 million 1.00%
In excess of $100 million 0.80%

Dated: February 14, 1995

- 9 -
<PAGE>

<PAGE>

Exhibit 15(c)

EAGLE PATHWAYS PORTFOLIOS

DISTRIBUTION PLAN

SCHEDULE A

The maximum annualized fee rate pursuant to Paragraph 1 of the
Eagle PathWays Portfolios Distribution Plan shall be as follows:

EAGLE SPECIAL SITUATIONS INTERNATIONAL EQUITY PORTFOLIO
EAGLE SPECIAL SITUATIONS SMALLCAP EQUITY PORTFOLIO
EAGLE SPECIAL SITUATIONS HIGH YIELD CORPORATE BOND PORTFOLIO

1.00% of the average daily net assets

Date: February 14, 1994
<PAGE>

<PAGE>

Exhibit 5(c)

HERITAGE SERIES TRUST
EAGLE INTERNATIONAL EQUITY PORTFOLIO
SUBADVISORY AGREEMENT

This Subadvisory Agreement is made as of February 14, 1995, between
Eagle Asset Management, Inc., a Florida corporation (the "Manager"), and
Martin Currie Inc., a New York corporation (the "Subadviser").

WHEREAS, the Manager has by separate contract agreed to serve as the
investment adviser to Eagle International Equity Portfolio ("Fund"), an
investment portfolio of Heritage Series Trust ("Trust"), a Massachusetts
business trust registered under the Investment Company Act of 1940, as
amended ("1940 Act"), as an open-end diversified management investment
company consisting of one or more investment series of shares, each having
its own assets and investment policies;

WHEREAS, the Manager's contract with the Trust allows it to delegate
certain investment advisory services to other parties; and

WHEREAS, the Manager desires to retain the Subadviser to perform
certain investment advisory services for the Trust with respect to the
Fund, and the Subadviser is willing to perform such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Services to be Rendered by the Subadviser to the Trust.

(a) Investment Program. Subject to the control and supervision
of the Board of Trustees of the Trust and the Manager, the Subadviser
shall, at its expense, continuously furnish to the Fund an investment
program for such portion, if any, of Fund assets that is allocated to
it by the Manager from time to time. With respect to such assets,
the Subadviser will make investment decisions and will place all
orders for the purchase and sale of portfolio securities. In the
performance of its duties, the Subadviser will act in the best
interests of the Fund and will comply with (i) applicable laws and
regulations, including, but not limited to, the 1940 Act, (ii) the
terms of this Agreement, (iii) the stated investment objective,
policies and restrictions of the Fund, as stated in the then-current
Registration Statement of the Trust, and (iv) such other guidelines
as the Trustees or Manager may establish. The Manager shall be
responsible for providing the Subadviser with current copies of the
materials specified in Subsections (a)(iii) and (iv) of this Section
1. At such times as may be reasonably requested by the Board or the
Manager, the Subadviser will provide them with economic and
investment analysis and reports, and make available to the Board any

- 1 -
<PAGE>

economical, statistical, or investment services normally available to
similar investment company clients of the Subadviser.

(b) Availability of Personnel. The Subadviser, at its expense,
will make available to the Trustees and the Manager at reasonable
times its portfolio managers and other appropriate personnel in order
to review investment policies of the Fund and to consult with the
Trustees and the Manager regarding the investment affairs of the
Fund, including economic, statistical and investment matters relevant
to the Subadviser's duties hereunder, and will provide periodic
reports to the Manager relating to the portfolio strategies it
employs.

(c) Salaries and Facilities. The Subadviser, at its expense,
will pay for all salaries of personnel and facilities required for it
to execute its duties under this Agreement.

(d) Compliance Reports. The Subadviser, at its expense, will
provide the Manager with such compliance reports relating to its
duties under this Agreement as may be agreed upon by such parties
from time to time.

(e) Valuation. The Subadviser, at its expense, will provide
the Trust's custodian with market price information relating to the
assets of the Fund at such times as the parties hereto may agree upon
from time to time.

(f) Executing Portfolio Transactions. The Subadviser will
place orders pursuant to its investment determinations for the Fund
either directly with the issuer or through brokers. In the selection
of brokers and the placement of orders for the purchase and sale of
portfolio investments for the Fund, the Subadviser shall use its best
efforts to obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain the most
favorable price and execution available, the Subadviser, bearing in
mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by way of illustration, price,
the size of the transaction, the nature of the market for the
security, the amount of the commission, the timing of the transaction
taking into account market prices and trends, the reputation,
experience and financial stability of the broker involved and the
quality of service rendered by the broker in other transactions.
Subject to such policies as the Board of Trustees may determine, the
Subadviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker that provides
brokerage and research services to the Subadviser an amount of
commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker would have charged for
effecting that transaction if the Subadviser determines in good faith

- 2 -
<PAGE>

that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker,
viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to the Trust and
to other clients of the Subadviser as to which the Subadviser
exercises investment discretion. In no instance will portfolio
securities of the Fund be purchased from or sold to the Subadviser or
any affiliated person of the Subadviser. The Trust agrees that any
entity or person associated with the Manager or the Subadviser which
is a member of a national securities exchange is authorized to effect
any transaction on such exchange for the account of the Trust which
is permitted by Section 11(a) of the Securities Exchange Act of 1934,
as amended, and the Trust consents to the retention of compensation
for such transactions.

(g) Expenses. The Subadviser shall not be obligated to pay any
expenses of or for the Trust or the Fund not expressly assumed by the
Subadviser pursuant to this Agreement.

2. Books and Records. Pursuant to Rule 31a-3 under the 1940 Act,
the Subadviser agrees that: (a) all records it maintains for the Trust
are the property of the Trust; (b) it will surrender promptly to the Trust
or the Manager any such records upon the Trust's or Manager's request; (c)
it will maintain for the Trust the records that the Trust is required to
maintain pursuant to Rule 31a-1 insofar as such records relate to the
investment affairs of the Fund; and (d) it will preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records it maintains for
the Trust.

3. Other Agreements. The Subadviser and persons controlled by or
under common control with the Subadviser have and may have advisory,
management service or other agreements with other organizations and
persons, and may have other interests and businesses. Nothing in this
Agreement is intended to preclude such other business relationships.

4. Compensation. The Manager will pay to the Subadviser as
compensation for the Subadviser's services rendered pursuant to this
Agreement a subadvisory fee equal to .50% of the Fund's average daily net
assets on the first $100 million of net assets and .40% thereafter. Such
fees shall be paid by the Manager (and not by the Trust) without regard to
any reduction in the fees paid to the Manager as a result of any statutory
or regulatory limitation on investment company expenses. Such fees shall
be payable for each month within 15 business days after the end of such
month. If the Subadviser shall serve for less than the whole of a month,
the compensation as specified shall be prorated.

5. Amendment of Agreement. This Agreement shall not be materially
amended unless such amendment is approved by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in
person at a meeting called for the purpose of voting on such approval, of
a majority of the members of the Board of Trustees who are not interested
persons of the Trust, the Manager or the Subadviser (the "Independent

- 3 -
<PAGE>

Trustees"). The Subadviser agrees to notify the Manager of any
anticipated change in control of the Subadviser as soon as such change is
anticipated and, in any event, prior to such change.

6. Duration and Termination of the Agreement. This Agreement shall
become effective upon its execution; provided, however, that this
Agreement shall not become effective unless it has first been approved (a)
by a vote of the Independent Trustees, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by an affirmative vote
of a majority of the outstanding voting shares of the Fund. This
Agreement shall remain in full force and effect continuously thereafter,
except as follows:

(a) By vote of a majority of the (i) Independent Trustees, or
(ii) outstanding voting shares of the Fund, the Trust may at any time
terminate this Agreement, without the payment of any penalty, by
providing not more than 60 days' written notice delivered or mailed
by registered mail, postage prepaid, to the Manager and the
Subadviser.

(b) This Agreement will terminate automatically, without the
payment of any penalty, unless within two years after its initial
effectiveness and at least annually thereafter, the continuance of
the Agreement is specifically approved by (i) the Board of Trustees
or the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and (ii) a majority of the
Independent Trustees, by vote cast in person at a meeting called for
the purpose of voting on such approval. If the continuance of this
Agreement is submitted to the shareholders of the Fund for their
approval and such shareholders fail to approve such continuance as
provided herein, the Subadviser may continue to serve hereunder in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.

(c) The Manager may at any time terminate this Agreement,
without the payment of any penalty, by not less than 60 days' written
notice delivered or mailed by registered mail, postage prepaid, to
the Subadviser, and the Subadviser may at any time, without the
payment of any penalty, terminate this Agreement by not less than 90
days' written notice delivered or mailed by registered mail, postage
prepaid, to the Manager.

(d) This Agreement automatically and immediately shall terminat
e, without the payment of any penalty, in the event of its assignment
or if the Investment Advisory Agreement between the Manager and the
Trust shall terminate for any reason.

(e) Any notice of termination served on the Subadviser by the
Manager shall be without prejudice to the obligation of the
Subadviser to complete transactions already initiated or acted upon
with respect to the Fund. Upon termination without reasonable notice
by the Manager, the Subadviser will be paid certain previously agreed

- 4 -
<PAGE>

upon expenses the Subadviser necessarily incurs in terminating the
Agreement.

Upon termination of this Agreement, the duties of the Manager
delegated to the Subadviser under this Agreement automatically shall
revert to the Manager.

7. Notification of the Manager. The Subadviser promptly shall
notify the Manager in writing of the occurrence of any of the following
events:

(a) the Subadviser shall fail to be registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, and
under the laws of any jurisdiction in which the Subadviser is
required to be registered as an investment adviser in order to
perform its obligations under this Agreement;

(b) the Subadviser shall have been served or otherwise have
notice of any action, suit, proceeding, inquiry or investigation, at
law or in equity, before or by any court, public board or body,
involving the affairs of the Trust or any Portfolio; or

(c) any other occurrence that might affect the ability of the
Subadviser to provide the services provided for under this Agreement.

8. Definitions. For the purposes of this Agreement, the terms
"vote of a majority of the outstanding shares," "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings as defined in the 1940 Act and the rules and
regulations thereunder subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; and
references to annual approvals by the Board of Trustees shall be construed
in a manner consistent with the 1940 Act and the rules and regulations
thereunder.

9. Liability of the Subadviser. In the absence of its bad faith,
negligence or disregard of its obligations and duties hereunder, the
Subadviser shall not be subject to any liability to the Manager, the Trust
or their directors, Trustees, officers or shareholders, for any act or
omission in the course of, or connected with, rendering services
hereunder. However, the Subadviser shall indemnify and hold harmless such
parties from any and all claims, losses, expenses, obligations and
liabilities (including reasonable attorneys fees) which arise or result
from the Subadviser's bad faith, negligence or disregard of its duties
hereunder.

10. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Florida, without giving effect to the
conflicts of laws principles thereof, and in accordance with the 1940 Act.
To the extent that the applicable laws of the State of Florida conflict
with the applicable provisions of the 1940 Act, the latter shall control.

- 5 -
<PAGE>

11. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors.

12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. Where
the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is made less restrictive by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.

IN WITNESS WHEREOF, Eagle Asset Management, Inc. and Martin Currie
Inc. have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year
first above written.

Attest: EAGLE ASSET MANAGEMENT, INC.

By:_____________________ By:_________________________

Attest: MARTIN CURRIE INC.

By:_____________________ By:_________________________

- 6 -
<PAGE>