ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
1. Name and address of issuer: HERITAGE SERIES TRUST
880 Carillon Parkway
St. Petersburg, FL 33716
2. Name of each series or class of funds for which this notice is
filed:
HERITAGE SERIES TRUST:
Small Cap Stock Fund - Class A
Small Cap Stock Fund - Class C
Value Equity Fund - Class A
Value Equity Fund - Class C
Eagle International Equity Portfolio - Eagle Class
Eagle International Equity Portfolio - Class A
Eagle International Equity Portfolio - Class C
Growth Equity Fund - Class A
Growth Equity Fund - Class C
3. Investment Company Act File Number: File No. 811-7470
Securities Act File Number: File No. 33-57986
4. Last day of fiscal year for which this notice is filed:
October 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
N/A /_/
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
None
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
5,061,094 shares at an aggregate sales price of $104,269,670
10. Number and aggregate sale price of securities sold during the fiscal
period in reliance upon registration pursuant to rule 24f-2:
5,061,094 shares at an aggregate sales price of $104,269,670
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
180,208 shares at an aggregate sales price of $3,544,066
12. Calculation of filing fee:
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(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $104,269,670
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+3,544,066
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -31,686,051
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): -0-
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): $76,127,685
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $ 23,069.00
</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
/x /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
December 13, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/ Stephen G. Hill
------------------------
Stephen G. Hill
President
Date: December 16, 1996
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
December 13, 1996
Robert J. Zutz
(202) 778-9059
Heritage Series Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Rule 24f-2 Notice
-----------------
Ladies and Gentlemen:
Heritage Series Trust (the "Trust") is a business trust organized under
the laws of the Commonwealth of Massachusetts. We understand that the Trust is
about to file a Notice pursuant to Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act"), for the purpose of making definite the
number of shares of beneficial interest ("Shares") that it has registered under
the Securities Act of 1933, as amended (the "1933 Act"), and that it sold during
its fiscal year ended October 31, 1996.
We have, as counsel, participated in various business and other matters
relating to the Trust. We have examined copies, either certified or otherwise
proved to be genuine, of its Declaration of Trust and By-Laws, as now in effect,
the minutes of meetings of its Trustees and other documents relating to its
organization and operation, and we generally are familiar with its business
affairs. Based on the foregoing, it is our opinion that the Shares sold during
the fiscal year ended October 31, 1996, the registration of which will be made
definite by the filing of a Rule 24f-2 Notice, were legally issued, fully paid
and non-assessable. We express no opinion as to compliance with the 1933 Act,
the 1940 Act or applicable state securities laws in connection with the sales of
Shares.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Declaration of Trust states that creditors of, contractors with and claimants
against the Trust shall look only to the assets of the Trust for payment. It
also requires that notice of such disclaimer be given in each contract or
instrument made or issued by the officers or the Trustees of the Trust on behalf
of the Trust. The Declaration of Trust further provides: (i) for indemnification
from Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of
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Heritage Series Trust
December 13, 1996
Page 2
ownership of Shares of the Trust; and (ii) for the Trust to assume the defense
of any claim against the shareholder for any act or obligation of the Trust.
Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Trust would be
unable to meet its obligations.
We hereby consent to this opinion accompanying the Rule 24f-2 Notice
that you are about to file with the Securities and Exchange Commission. We also
consent to the reference to our firm in each prospectus filed as part of the
Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Robert J. Zutz
By ____________________________
Robert J. Zutz
