<PAGE>
As filed with the Securities and Exchange Commission on November 5, 1996
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. __12__ [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. __13__ [ 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 Massachusetts Avenue, N.W.
Washington, D.C. 20036
It is proposed that this filing will become effective upon filing pursuant
to paragraph (b)(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 November 14, 1995.
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
Supplement to Prospectus
Prospectus - Growth Equity Fund - incorporated by
reference herein, as filed with the Securities and
Exchange Commission on November 11, 1995, accession
number 0000898432-95-000375
Supplement to Statement of Additional Information
Statement of Additional Information - Growth Equity
Fund - incorporated by reference herein, as filed with
the Securities and Exchange Commission on November 11,
1995, accession number 0000898432-95-000375
Part C of Form N-1A
Signature Page
Exhibits
This filing is made to comply with the Growth Equity Fund's undertaking to
file financial information within four to six months of commencing
operations. No changes are hereby made to the prospectuses and statements
of additional information of any other series of the Heritage Series
Trust.
<PAGE>
<TABLE>
<CAPTION>
HERITAGE SERIES TRUST
GROWTH EQUITY FUND
FORM N-1A CROSS-REFERENCE SHEET
PART A ITEM NO. PROSPECTUS CAPTION
--------------- ------------------
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis About the Trust and the Fund; Total Fund
Expenses; and Performance Information
3. Condensed Financial Information Total Fund Expenses; and Performance
Information
4. General Description of Registrant Cover Page; Investment Objective, Policies
and Risk Factors; and Investment Limitations
5. Management of the Fund Cover Page; About the Trust and the Fund;
and Management of the Fund
5A. Management's Discussion of Fund Not Applicable
Performance
6. Capital Stock and Other Cover Page; General Information;
Information Investing in the Fund; Dividends and Other
Distributions; Shareholder Information; and
Taxes
7. Purchase of Securities Being Net Asset Value; How to Buy Shares; Minimum
Offered Investment Required/Accounts with Low
Balances; Investment Programs; Alternative
Purchase Plans; What Class A Shares Will
Cost; What Class C Shares Will Cost;
Exchange Privilege; and Distribution Plan
8. Redemption or Repurchase Total Fund Expenses; How to Redeem Shares;
and Minimum Investment Required/Accounts
with Low Balances
9. Pending Legal Proceedings Not Applicable
<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 History General Information
13. Investment Objectives and Policies Investment Objective and Policies of the
Fund; and Investment Limitations
14. Management of the Fund Management of the Fund
15. Control Persons and Principal Not Applicable
Holders of Securities
16. Investment Advisory and Other Investment Adviser and Administrator;
Services Subadviser; Distribution of Shares; and
Administration of the Fund
17. Brokerage Allocation Brokerage Practices
18. Capital Stock and Other Securities General Information; and Fund Information
19. Purchase, Redemption and Pricing Net Asset Value; Investing in the Fund; and
of Securities Being Offered Redeeming Shares
20. Tax Status Taxes
21. Underwriters Distribution of Shares
22. Calculation of Performance Data Performance Information
23. Financial Statements Not Applicable
</TABLE>
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.
- 2 -
<PAGE>
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
Supplement dated November 5, 1996
to the Prospectus dated November 2, 1995
The following is to be inserted prior to the section titled
"Investment Information" on page 2:
FINANCIAL HIGHLIGHTS
For the Period November 16, 1995 (Commencement
of Operations) to April 30, 1996
(unaudited)
The following table includes selected data for a share
outstanding throughout the period and other performance information
derived from the financial statements.
<TABLE>
<CAPTION>
Class A Class C
------- -------
<S> <C> <C>
Net asset value, beginning of the period . . . . . . $14.29 $14.29
------ ------
Income from Investment Operations:
Net investment loss(a) . . . . . . . . . . . . . . (.01) (.06)
Net realized and unrealized gain on investments . . 1.36 1.36
----- -----
Total from investment operations . . . . . . . . . . 1.35 1.30
----- -----
Net asset value, end of the period . . . . . . . . . $15.64 $15.59
====== ======
Total Return (%)(c)(d) . . . . . . . . . . . . . . . 9.45 9.10
Ratios (%)/and Supplemental Data:
Ratio of operating expenses, net to average daily
net assets(a)(b) . . . . . . . . . . . . . . 1.65% 2.40%
Ratio of net investment income to average daily
net assets(b) . . . . . . . . . . . . . . . (.08)% (.87)%
Portfolio turnover rate(c) . . . . . . . . . . . . 15% 15%
Average commission rate on portfolio transactions . $.0600 $.0600
Net assets, end of period ($ millions) . . . . . . 8 3
</TABLE>
--------------------
<PAGE>
(a) Excludes management fees waived and expenses reimbursed by the
Manager of $.11 per share for a Class A share and a Class C
share, respectively. The operating expense ratios for Class A
shares and Class C shares including such items would be 3.23% and
3.98%, (annualized), respectively.
(b) Annualized.
(c) Not annualized.
(d) Does not reflect the imposition of a sales charge.
The following paragraph should replace the paragraph under
the section titled "Heritage New Asset Value ("NAV") Transfer Program"
on page 10:
Class A shares of the Fund may be sold at net asset value without
any sales load under the Manager's NAV Transfer Program. To qualify for
the NAV Transfer Program, you must provide adequate proof that you
recently redeemed shares from a load or no-load mutual fund other than a
Heritage Mutual Fund or any money market fund. 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
the Manager. In addition, shares of the other fund must have been
liquidated no more than 90 days prior to the purchase of shares of a
Heritage Mutual Fund.
<PAGE>
Incorporated by reference herein is the definitive prospectus for the
Heritage Series Trust-Growth Equity Fund, which was filed with the
Securities and Exchange Commission on November 11, 1995, accession number
0000898432-95-000375 pursuant to Rule 497(c).
<PAGE>
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
Supplement dated November 5, 1996
to the Statement of Additional Information
dated November 2, 1995
The attached unaudited financial statements for the period November 16,
1995 to April 30, 1996 are to be inserted following section "Appendix" on
page A-2. These financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC")
and according to generally accepted accounting principles and reflect all
adjustments consisting of normal recurring adjustments, which in the
opinion of management, are necessary for a fair presentation of
investments, net assets, results of operations, changes in net assets and
financial highlights for the period presented.
<PAGE> 1
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
INVESTMENT PORTFOLIO
APRIL 30, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
- ------------------ -----------
<C> <S> <C>
COMMON STOCKS--94.3%(A)
ADVERTISING/COMMUNICATIONS--3.2%
7,500 Omnicom Group, Inc. ............................................................... $ 325,312
-----------
BANKING--6.1%
4,000 BankAmerica Corporation............................................................ 303,000
4,000 NationsBank Corporation............................................................ 319,000
-----------
622,000
-----------
BEVERAGES--6.3%
4,000 The Coca-Cola Company.............................................................. 326,000
5,000 PepsiCo, Inc. ..................................................................... 317,500
-----------
643,500
-----------
BUILDING--3.3%
5,000 Illinois Tool Works, Inc. ......................................................... 336,250
-----------
COSMETICS/TOILETRIES--5.4%
6,000 Estee Lauder Companies, Class "A".................................................. 219,750
6,000 Gillette Company................................................................... 324,000
-----------
543,750
-----------
DATA PROCESSING--5.3%
5,000 Cisco Systems, Inc. ............................................................... 259,375
5,000 General Motors Corporation, Class "E"(c)........................................... 281,875
-----------
541,250
-----------
ELECTRONICS/ELECTRIC--3.8%
5,000 General Electric Company........................................................... 387,500
-----------
FINANCE--12.0%
6,500 American Express Company........................................................... 315,250
3,500 Federal Home Loan Mortgage Corporation............................................. 291,812
10,000 Federal National Mortgage Association.............................................. 306,250
4,000 First Data Corporation............................................................. 304,000
-----------
1,217,312
-----------
FOOD SERVING--2.4%
5,000 McDonald's Corporation............................................................. 239,375
-----------
HOTELS/MOTELS/INNS--5.1%
4,000 HFS, Inc. ......................................................................... 205,500
6,500 Marriott International, Inc. ...................................................... 316,875
-----------
522,375
-----------
HOUSEHOLD PRODUCTS--2.9%
3,500 Procter & Gamble Company........................................................... 295,750
-----------
INSURANCE--7.7%
6,000 Allstate Corporation............................................................... 233,250
3,000 American International Group, Inc. ................................................ 274,125
4,500 Travelers Group, Inc. ............................................................. 276,750
-----------
784,125
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 2
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
INVESTMENT PORTFOLIO
APRIL 30, 1996
(UNAUDITED)
(CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARKET
SHARES VALUE
- ------------------ -----------
<C> <S> <C>
LEISURE/AMUSEMENT--1.8%
3,000 The Walt Disney Company............................................................ $ 186,000
-----------
MINING/DIVERSIFIED--2.3%
7,500 Barrick Gold Corporation........................................................... 229,687
-----------
OFFICE EQUIPMENT--2.6%
2,500 Hewlett-Packard Company............................................................ 264,688
-----------
PHARMACEUTICAL--8.2%
3,000 Johnson & Johnson.................................................................. 277,500
4,000 Merck & Company, Inc. ............................................................. 242,000
4,500 Pfizer, Inc. ...................................................................... 309,938
-----------
829,438
-----------
POLLUTION CONTROL--3.0%
5,000 Thermo Electron Corporation*....................................................... 308,125
-----------
PUBLISHING--2.3%
3,500 Reuters Holdings PLC, ADR.......................................................... 236,688
-----------
RETAIL STORES--4.7%
5,000 Home Depot, Inc. .................................................................. 236,875
7,500 Walgreen Company................................................................... 240,000
-----------
476,875
-----------
SERVICES--2.4%
7,500 CUC International, Inc.*........................................................... 246,563
-----------
TELECOMMUNICATIONS--3.5%
5,000 Lucent Technologies, Inc.*......................................................... 175,625
4,000 Telecom Argentina S.A., ADR........................................................ 181,000
-----------
356,625
-----------
Total common stocks (cost $8,854,628)............................................................... 9,593,188
-----------
REPURCHASE AGREEMENT--5.2%(A)
Repurchase Agreement with State Street Bank & Trust Company, dated April 30, 1996, @ 5.22%,
to be repurchased at $525,076 on May 1, 1996, collateralized by $529,172 United States
Treasury Notes, 5.625%, due June 30, 1997, (market value $539,164 including interest) (cost
$525,000)........................................................................................... $525,000
-----------
TOTAL INVESTMENT PORTFOLIO (cost $9,379,628)(b), 99.5%(a)........................................... 10,118,188
OTHER ASSETS AND LIABILITIES, net 0.5%(a)........................................................... 55,500
-----------
NET ASSETS, 100.0%.................................................................................. $10,173,688
==========
</TABLE>
- ------------------
* Not an income-producing security.
(a) Percentages indicated are based on net assets.
(b) The aggregate identified cost for federal income tax purposes is the same.
Market value includes net unrealized appreciation of $738,560, which
consists of aggregate gross unrealized appreciation for all securities in
which there is an excess of market value over tax cost of $819,046 and
aggregate gross unrealized depreciation for all securities in which there
is an excess of tax cost over market value of $80,486.
(c) On June 10, 1996, General Motors Corporation and Electronic Data Systems
(EDS) announced that a split-off of EDS from General Motors was completed.
Each share of General Motors Class E common stock was exchanged for one
share of EDS common stock.
ADR -- American Depository Receipt.
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 3
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Assets
- -----
Investments, at market value (identified cost $9,379,628) (Note 1)....................... $10,118,188
Cash..................................................................................... 2,027
Receivables:
Fund shares sold....................................................................... 97,223
Dividends and interest................................................................. 8,077
Deferred organization expenses (Note 1).................................................. 20,174
Deferred state registration expenses (Note 1)............................................ 18,144
-----------
Total assets..................................................................... 10,263,833
Liabilities
- --------
Payables (Note 4):
Fund shares redeemed................................................................... $ 5,187
Due to Manager......................................................................... 24,819
Accrued distribution fee............................................................... 3,437
Other accrued expenses................................................................. 56,702
----------
Total liabilities................................................................ 90,145
-----------
Net assets, at market value.............................................................. $10,173,688
==========
Net Assets
- ---------
Net assets consist of:
Paid-in capital........................................................................ $ 9,489,912
Accumulated net investment loss (Note 1)............................................... (8,953)
Accumulated net realized loss (Note 1)................................................. (45,831)
Net unrealized appreciation on investments............................................. 738,560
-----------
Net assets, at market value.............................................................. $10,173,688
==========
Class A Shares
- -------------
Net asset value and redemption price per share ($7,636,855 divided by 488,239 shares of
beneficial interest outstanding, no par value) (Notes 1 and 2)......................... $15.64
=====
Maximum offering price per share (100/95.25 of $15.64)................................... $16.42
=====
Class C Shares
- ------------
Net asset value and offering price per share ($2,536,833 divided by 162,764 shares of
beneficial interest outstanding, no par value) (Notes 1 and 2)......................... $15.59
=====
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 4
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD NOVEMBER 16, 1995
(COMMENCEMENT OF OPERATIONS)
TO APRIL 30, 1996
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment Income
- ----------------
Income:
Dividends.................................................................................. $ 44,883
Interest................................................................................... 12,951
--------
Total income......................................................................... 57,834
Expenses (Notes 1 and 4):
Management fee............................................................................. $ 27,760
Custodian/Fund accounting fees............................................................. 24,921
Professional fees.......................................................................... 21,716
Amortization of state registration expenses................................................ 15,126
Distribution fee (Class A Shares).......................................................... 7,350
Distribution fee (Class C Shares).......................................................... 7,615
Reports to shareholders.................................................................... 6,500
Trustees' fees and expenses................................................................ 5,000
Shareholder servicing fee.................................................................. 3,394
Federal registration fee................................................................... 3,272
Amortization of organization expenses...................................................... 2,243
Insurance.................................................................................. 517
--------
Total expenses before waiver and reimbursement....................................... 125,414
Fees waived by the Manager (Note 4).................................................. (27,760)
Reimbursement from Manager (Note 4).................................................. (30,867) 66,787
-------- --------
Net investment loss.......................................................................... (8,953)
--------
Realized and Unrealized Gain (Loss) on Investments
- ---------------------------------------
Net realized loss from investment transactions............................................... (45,831)
Net increase in unrealized appreciation of investments during the period..................... 738,560
--------
Net gain on investments.............................................................. 692,729
--------
Net increase in net assets resulting from operations......................................... $683,776
========
</TABLE>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
NOVEMBER 16, 1995
(COMMENCEMENT OF OPERATIONS)
TO APRIL 30, 1996
(UNAUDITED)
-----------------------------
<S> <C>
Increase in net assets:
Operations:
Net investment loss..................................................................... $ (8,953)
Net realized loss from investment transactions.......................................... (45,831)
Net increase in unrealized appreciation of investments during the period................ 738,560
------------
Net increase in net assets resulting from operations.................................... 683,776
Increase in net assets from Fund share transactions (Note 2).............................. 9,487,912
------------
Increase in net assets.................................................................... 10,171,688
Net assets, beginning of period (original capital as of November 16, 1995)................ 2,000
------------
Net assets, end of period (including accumulated net investment loss of $8,953)........... $ 10,173,688
=============================
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE> 5
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
FINANCIAL HIGHLIGHTS
(UNAUDITED)
- --------------------------------------------------------------------------------
The following table includes selected data for a share outstanding
throughout the period and other performance information derived from the
financial statements.
<TABLE>
<CAPTION>
CLASS A+ CLASS C+
---------- ----------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF THE PERIOD........................................... $14.29 $14.29
---------- ----------
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss(a)........................................................... (.01) (.06)
Net realized and unrealized gain on investments.................................. 1.36 1.36
---------- ----------
Total from investment operations................................................... 1.35 1.30
---------- ----------
NET ASSET VALUE, END OF THE PERIOD................................................. $15.64 $15.59
=========== ===========
TOTAL RETURN (%)(C)(D)............................................................. 9.45 9.10
RATIOS (%)/AND SUPPLEMENTAL DATA:
Ratio of operating expenses, net to average daily net assets(a)(b)............... 1.65% 2.40%
Ratio of net investment income to average daily net assets(b).................... (.08)% (.87)%
Portfolio turnover rate(c)....................................................... 15% 15%
Average commission rate on portfolio transactions................................ $.0600 $.0600
Net assets, end of period ($ millions)........................................... 8 3
</TABLE>
- ---------------
+ For the period November 16, 1995 (commencement of operations) to April 30,
1996.
(a) Excludes management fees waived and expenses reimbursed by the Manager of
$.11 per share for Class A and Class C Shares, respectively. The operating
expense ratios including such items would be 3.23% and 3.98%, (annualized),
respectively.
(b) Annualized.
(c) Not annualized.
(d) Does not reflect the imposition of a sales charge.
7
<PAGE> 6
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
Note 1: SIGNIFICANT ACCOUNTING POLICIES. Heritage Series Trust (the "Trust") is
organized as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company and presently offers shares in four
series, the Growth Equity Fund (the "Fund"), the Small Cap Stock Fund,
the Value Equity Fund and the Eagle International Equity Portfolio. The
Fund currently issues Class A and Class C Shares. Class A Shares are
sold subject to a maximum sales charge of 4.75% of the amount invested
payable at the time of purchase. Class C Shares are sold subject to a
contingent deferred sales charge of 1% of the lower of net asset value
or purchase price payable upon any redemptions within one year after
purchase. The financial statements for the Small Cap Fund, Value Equity
Fund and Eagle International Equity Portfolio are presented separately.
The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies.
Security Valuation: The Fund values investment securities at market
value based on the last quoted sales price as reported by the principal
securities exchange on which the security is traded. If no sale is
reported, the last bid price is used and in the absence of a market
quote, securities are valued using such methods as the Board of Trustees
believes would reflect fair market value. Short term investments having
a maturity of 60 days or less are valued at cost which, when combined
with accrued interest included in interest receivable or discount
earned, approximates market.
Repurchase Agreements: The Fund enters into repurchase agreements
whereby the Fund, through its custodian, receives delivery of the
underlying securities, the market value of which at the time of purchase
is required to be in an amount equal to at least 100% of the resale
price.
Federal Income Taxes: The Fund's policy is to comply with the
requirements of the Internal Revenue Code of 1986, as amended, which are
applicable to regulated investment companies and to distribute
substantially all of its taxable income to its shareholders.
Accordingly, no provision has been made for federal income and excise
taxes.
Distribution of Net Realized Gains. Net realized gains from investment
transactions during any particular year in excess of available capital
loss carryforwards, which, if not distributed, would be taxable to the
Fund, will be distributed to shareholders in the following fiscal year.
The Fund uses the identified cost method for determining realized gain
or loss on investments for both financial and federal income tax
reporting purposes.
State Registration Expenses: State registration fees are amortized based
either on the time period covered by the registration or as related
shares are sold, whichever is appropriate for each state.
Expenses: The Fund is charged for those expenses which are directly
attributable to it, such as management fee, custodian/fund accounting
fees, distribution fee, etc., while other expenses such as professional
fees, insurance expense, etc., are all allocated proportionately among
the Funds. Expenses of the Fund are allocated to each class of shares
based upon their relative percentage of current net assets. All expenses
that are directly attributable to a specific class of shares, such as
distribution fees, are allocated to that class.
Organization Expenses: Expenses incurred in connection with the
formation of the Fund were deferred and are being amortized on a
straight-line basis over 60 months from the date of commencement of
operations.
Capital Accounts: The Fund reports the undistributed net investment
income and accumulated net realized gain (loss) accounts on a basis
approximating amounts available for future tax distributions (or to
offset future taxable realized gains when a capital loss carryforward is
available). Accordingly, the Fund may periodically make
reclassifications among certain capital accounts without impacting the
net asset value of the Fund.
Other: Investment security transactions are accounted for on a trade
date plus one basis. Dividend income and distributions to shareholders
are recorded on the ex-dividend date. Interest income is recorded on the
accrual basis.
8
<PAGE> 7
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
- --------------------------------------------------------------------------------
Note 2: FUND SHARES. At April 30, 1996, there was an unlimited number of shares
of beneficial interest of no par value authorized.
Transactions in Class A and Class C Shares of the Fund during the period
November 16, 1995 to April 30,1996 were as follows:
<TABLE>
<CAPTION>
CLASS A SHARES CLASS C SHARES
FOR THE PERIOD FOR THE PERIOD
NOVEMBER 16, 1995 NOVEMBER 16, 1995
(COMMENCEMENT OF (COMMENCEMENT OF
OPERATIONS) TO OPERATIONS) TO
APRIL 30, 1996 APRIL 30, 1996
(UNAUDITED) (UNAUDITED)
------------------------- ------------------------
SHARES AMOUNT SHARES AMOUNT
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Shares sold............................................. 519,139 $7,567,698 183,497 $2,713,859
Shares redeemed......................................... (30,970) (472,325) (20,803) (321,320)
---------- ---------- --------- ----------
Net increase............................................ 488,169 $7,095,373 162,694 $2,392,539
========= =========
Shares outstanding:
Beginning of period................................... 70 70
---------- ---------
End of period......................................... 488,239 162,764
========= ========
</TABLE>
Note 3: PURCHASES AND SALES OF SECURITIES. For the period ended April 30, 1996,
purchases and sales of investment securities (excluding repurchase
agreements and short term obligations) aggregated $10,012,846 and
$1,112,387, respectively.
Note 4: MANAGEMENT, SUBADVISORY, DISTRIBUTION, SHAREHOLDER SERVICING AGENT AND
TRUSTEES' FEES. Under the Fund's Investment Advisory and Administration
Agreement with Heritage Asset Management, Inc. ( the "Manager"), the
Fund agrees to pay to the Manager a fee equal to an annualized rate of
.75% of the Fund's average daily net assets, computed daily and payable
monthly. The agreement also provides for a reduction in such fees in any
year to the extent that operating expenses of the Fund exceed applicable
state expense limitations. Currently, the Manager has voluntarily agreed
to waive its fee and, if necessary reimburse the Fund to the extent that
Fund operating expenses exceed 1.65% for Class A Shares and 2.40% for
Class C Shares on an annual basis of the Fund's average daily net assets
attributable to each class of shares. This agreement is more restrictive
than any state expense limitation. Under the Agreement, management fees
waived and expenses reimbursed totaled $58,627 during the period ended
April 30, 1996. If total Fund expenses fall below the expense limitation
agreed to by the Manager before the end of the year ending October 31,
1998, the Fund may be required to pay the Manager a portion or all of
the waived management fee.
The Manager is also the Dividend Paying and Shareholder Servicing Agent
for the Portfolio. The amount payable to the Manager for such expenses
as of April 30, 1996 was $2,400. In addition, the Manager performs Fund
Accounting services and charged $17,736 during the current period of
which $15,512 was payable as of April 30, 1996.
The Manager has entered into an agreement with Eagle Asset Management,
Inc. (the "Subadviser") for the Subadviser to provide to the Fund
investment advice, portfolio management services including the placement
of brokerage orders, and certain compliance and other services for a fee
payable by the Manager equal to 50% of the fees payable by the Fund to
the Manager without regard to any reduction due to the imposition of
expense limitations.
9
<PAGE> 8
- --------------------------------------------------------------------------------
HERITAGE SERIES TRUST-GROWTH EQUITY FUND
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
(CONTINUED)
- --------------------------------------------------------------------------------
Pursuant to a plan adopted in accordance with Rule 12b-1 of the
Investment Company Act of 1940, as amended, the Fund is authorized to
pay Raymond James & Associates, Inc. (the "Distributor") a fee pursuant
to the Class A Distribution Plan of up to 0.35% of average daily net
assets for the services it provides in connection with the promotion and
distribution of Fund shares. However, at the present time the Board of
Trustees has authorized payments of only .25% of average daily net
assets. Under the Class C Distribution Plan the Fund may pay the
Distributor a fee equal to 1.00% of the average daily net assets. The
Distributor may retain the first 12 months distribution fee for
reimbursement of amounts paid to the broker/dealer at the time of
purchase. Such fees are accrued daily and payable monthly. During the
period $7,350 and $7,615 were paid for distribution fees for Class A
Shares and Class C Shares, respectively. The Manager, the Subadviser and
the Distributor are all wholly-owned subsidiaries of Raymond James
Financial, Inc.
Trustees of the Trust also serve as Trustees for Heritage Cash Trust,
Heritage Capital Appreciation Trust, Heritage Income-Growth Trust,
Heritage Income Trust and Heritage U.S. Government Income Fund,
investment companies which are also advised by the Manager (collectively
referred to as the Heritage funds). Each Trustee of the Heritage mutual
funds that is not an interested person of the Manager receives an annual
fee of $8,000, an additional fee of $2,000 for each combined quarterly
meeting of the Heritage mutual funds attended and $1,000 for each
special Trustees meeting attended. Trustees' fees and expenses are paid
equally by each of the Heritage funds.
10
<PAGE>
Incorporated by reference herein is the definitive statement of additional
information for the Heritage Series Trust-Growth Equity Fund, which was
filed with the Securities and Exchange Commission on November 11, 1995,
accession number 0000898432-95-000375 pursuant to Rule 497(c).
<PAGE>
HERITAGE SERIES TRUST - GROWTH EQUITY FUND
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 on
behalf of Growth Equity Fund: Financial Highlights -
Class A shares and Class C shares of Growth Equity
Fund for the period November 16, 1995 (commencement of
operations) to April 30, 1996.
Included in Part B of the Registration Statement on
behalf of Growth Equity Fund:
Investment Portfolio - April 30, 1996 (unaudited);
Statement of Assets and Liabilities - April 30, 1996
(unaudited);
Statement of Operations for the period November 16,
1995 (commencement of operations) to
April 30, 1996 (unaudited);
Statement of Changes in Net Assets for the period
November 16, 1995 to April 30, 1996
(unaudited);
Financial Highlights (unaudited)
Notes to Financial Statements (unaudited);
(b) Exhibits:
(1) Declaration of Trust*
(2) Bylaws*
(3) Voting trust agreement -- none
(4) (a)(i) Specimen security Small Cap Stock
Fund Class A**
(a)(ii) Specimen security Small Cap Stock
Fund Class C**
(b)(i) Specimen security Value Equity Fund
Class A**
(b)(ii) Specimen security Value Equity Fund
Class C**
<PAGE>
(c)(i) Specimen security Eagle International
Equity Portfolio Eagle Class**
(c)(ii) Specimen security Eagle International
Equity Portfolio Class A**
(c)(iii) Specimen security Eagle International
Equity Portfolio Class C**
(d)(i) Specimen security Growth Equity Fund
Class A**
(d)(ii) Specimen security Growth Equity Fund
Class C**
(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*
(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*
(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 Small Cap Stock Fund*
(d)(iii) Amended Schedule A relating to the
addition of the Growth Equity Fund*
C-2
<PAGE>
(e) Form of Subadvisory Agreement between
Eagle Asset Management, Inc. and
Martin Currie Inc. relating to Eagle
International Equity Portfolio*
(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***
(11) Accountants' consent -- none
(12) Financial statements omitted from prospectus
-- none
(13) Letter of investment intent*
(14) Prototype retirement plan**
(15) (a)(i) Class A Plan pursuant to Rule 12b-1*
(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*
(a)(iv) Amended Schedule A relating to the
addition of the Eagle International
Equity Portfolio*
(b)(i) Class C Plan pursuant to Rule 12b-1*
(b)(ii) Amended Schedule A relating to the
addition of the Growth Equity Fund*
(b)(iii) Amended Schedule A relating to the
addition of the Eagle International
Equity Portfolio*
C-3
<PAGE>
(c) Eagle Class Plan pursuant to Rule
12b-1*
(16) Performance Computation Schedule:
(a) Small Cap Stock Fund*
(b) Value Equity Fund**
(c) Eagle International Equity
Portfolio**
(d) Growth Equity Fund**
(17) Financial Data Schedule for Electronic
Filers:
(a)(i) Growth Equity Fund - Class A
(filed herewith)
(a)(ii) Growth Equity Fund - Class C
(filed herewith)
(18) Form of Plan pursuant to Rule 18f-3*
* Incorporated by reference to Post-Effective
Amendment No. 10 to the Trust's Registration
Statement, filed previously on December 1,
1995.
** To be filed by subsequent amendment.
*** Incorporated by reference to the Trust's Rule
24f-2 Notice, filed previously on
November 14, 1995
Item 25. Persons Controlled by or under
Common Control with Registrant
------------------------------
None.
C-4
<PAGE>
Item 26. Number of Holders of Securities
-------------------------------
Number of Record Holders
Title of Class September 30, 1996
------------- ------------------------
Shares of beneficial interest
Small Cap Stock Fund
Class A Shares 7,579
Class C Share 2,179
Value Equity Fund
Class A Shares 1,466
Class C Shares 917
Growth Equity Fund
Class A Shares 976
Class C Shares 427
Eagle International
Equity Portfolio
Class A Shares 290
Class C Shares 109
Eagle Class Shares 303
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.
C-5
<PAGE>
(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
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
C-6
<PAGE>
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
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 Growth
Equity Fund, 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. ("Martin Currie") provides that, in
the absence of willful misfeasance, bad faith or gross negligence on the
part of Martin Currie, or reckless disregard of its obligations and duties
under the Subadvisory Agreement, Martin Currie 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 Growth Equity Fund 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
C-7
<PAGE>
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.
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
------------------------------
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 or 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
--------------------------------------------
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. 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 the SEC (registration number 801-
10418) and is incorporated by reference herein.
C-8
<PAGE>
Eagle Asset Management, Inc., a Florida corporation, is a
registered investment adviser. All of its stock is owned by Raymond James
Financial, Inc. Eagle primarily is 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 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:
Positions & Offices Position with
Name with Underwriter Registrant
---- -------------------- -------------
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, Chief None
Financial Officer, Director
Dennis Zank Executive VP of Operations None
and Administration, Director
Item 30. Location of Accounts and Records
--------------------------------
For the Small Cap Stock Fund, the Value Equity Fund and the Growth
Equity Fund, the books and other documents required by Rule 31a-1 under
the Investment Company Act of 1940 ("1940 Act") are maintained by Heritage
Asset Management, Inc. For the Eagle International Equity Portfolio, the
books and other documents required by Rule 31a-1 under the 1940 act are
maintained by the Portfolio's custodian, State Street Bank & Trust
Company. Prior to March 1, 1994 the Trusts's Custodian maintained the
required records for the Small Cap Stock Fund, except that Heritage
maintained some or all of the records required by Rule 31a-1(b)(l), (2)
and (8); and the Subadviser maintained some or all of the records required
by Rule 31a-1(b) (2), (5), (6), (9), (10) and (11).
C-9
<PAGE>
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-10
<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
certifies that it meets the requirements for effectiveness of this
amendment to its Registration Statement under Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective Amendment
No. 12 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 November 4, 1996. No other
material event requiring prospectus disclosure has occurred since the
latest of the three dates specified in Rule 485(b)(2).
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. 12 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 November 4, 1996
--------------------
Stephen G. Hill
Thomas A. James* Trustee November 4, 1996
--------------------
Thomas A. James
Richard K. Riess* Trustee November 4, 1996
--------------------
Richard K. Riess
C. Andrew Graham* Trustee November 4, 1996
--------------------
C. Andrew Graham
<PAGE>
David M. Phillips* Trustee November 4, 1996
--------------------
David M. Phillips
James L. Pappas* Trustee November 4, 1996
--------------------
James L. Pappas
Donald W. Burton* Trustee November 4, 1996
--------------------
Donald W. Burton
Eric Stattin* Trustee November 4, 1996
--------------------
Eric Stattin*
-------------------- Treasurer November 4, 1996
Donald H. Glassman
*By /s/ Donald H. Glassman
____________________________________
Donald H. Glassman, Attorney-In-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description Page
------- ------------ ----
1 Declaration of Trust*
2 Bylaws*
3 Voting trust agreement -- none
4(a)(i) Specimen security Small Cap Stock Fund
Class A**
(a)(ii) Specimen security Small Cap Stock Fund Class C**
(b)(i) Specimen security Value Equity Fund Class A**
(b)(ii) Specimen security Value Equity Fund Class C**
(c)(i) Specimen security Eagle International Equity
Portfolio Eagle Class**
(c)(ii) Specimen security Eagle International
Equity Portfolio Class A**
(c)(iii) Specimen security Eagle International
Equity Portfolio Class C**
(d)(i) Specimen security Growth Equity Fund Class A**
(d)(ii) Specimen security Growth Equity Fund
Class C**
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*
(c)(i) Subadvisory Agreement between Heritage Asset
Management, Inc. and Raymond James &
Associates, Inc. relating to Small Cap Stock
Fund*
<PAGE>
(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*
(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 Small Cap Stock Fund*
(d)(iii) 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*
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***
11 Accountants' consent -- none
12 Financial statements omitted from prospectus
-- none
13 Letter of investment intent*
14 Prototype retirement plan**
15(a)(i) Class A Plan pursuant to Rule 12b-1*
(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*
<PAGE>
(a)(iv) Amended Schedule A relating to the
addition of the Eagle International
Equity Portfolio*
(b)(i) Class C Plan pursuant to Rule 12b-1*
(b)(ii) Amended Schedule A relating to the
addition of the Growth Equity Fund*
(b)(iii) Amended Schedule A relating to the addition of the
Eagle International Equity Portfolio*
(c) Eagle Class Plan pursuant to Rule 12b-1*
16 Performance Computation Schedule:
(a) Small Cap Stock Fund*
(b) Value Equity Fund**
(c) Eagle International Equity Portfolio*
(d) Growth Equity Fund**
17 Financial Data Schedule for Electronic Filers:
(a)(i) Growth Equity Fund - Class A (filed herewith)
(a)(ii) Growth Equity Fund - Class C (filed herewith)
18 Form of Plan pursuant to Rule
18f-3*
* Incorporated by reference to Post-Effective Amendment No. 10 to
the Trust's Registration Statement, filed previously on December
1, 1995.
** To be filed by subsequent amendment.
*** Incorporated by reference to the Trust's Rule 24f-2 Notice, filed
previously on November 14, 1995.
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> GROWTH EQUITY FUND CLASS A SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-16-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 9,379,628
<INVESTMENTS-AT-VALUE> 10,118,188
<RECEIVABLES> 105,300
<ASSETS-OTHER> 40,345
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,263,833
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 90,145
<TOTAL-LIABILITIES> 90,145
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,489,912
<SHARES-COMMON-STOCK> 651,003
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (8,953)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (45,831)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 738,560
<NET-ASSETS> 10,173,688
<DIVIDEND-INCOME> 44,883
<INTEREST-INCOME> 12,951
<OTHER-INCOME> 0
<EXPENSES-NET> 66,787
<NET-INVESTMENT-INCOME> (8,953)
<REALIZED-GAINS-CURRENT> (45,831)
<APPREC-INCREASE-CURRENT> 738,560
<NET-CHANGE-FROM-OPS> 683,776
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 702,776
<NUMBER-OF-SHARES-REDEEMED> (51,773)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,171,688
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 48,509
<AVERAGE-NET-ASSETS> 6,178,930
<PER-SHARE-NAV-BEGIN> 14.29
<PER-SHARE-NII> (0.01)
<PER-SHARE-GAIN-APPREC> 1.36
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.64
<EXPENSE-RATIO> 1.65
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> GROWTH EQUITY FUND CLASS C SHARES
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-16-1995
<PERIOD-END> APR-30-1996
<INVESTMENTS-AT-COST> 9,379,628
<INVESTMENTS-AT-VALUE> 10,118,188
<RECEIVABLES> 105,300
<ASSETS-OTHER> 40,345
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,263,833
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 90,145
<TOTAL-LIABILITIES> 90,145
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,489,912
<SHARES-COMMON-STOCK> 651,003
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (8,953)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (45,831)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 738,560
<NET-ASSETS> 10,173,688
<DIVIDEND-INCOME> 44,883
<INTEREST-INCOME> 12,951
<OTHER-INCOME> 0
<EXPENSES-NET> 66,787
<NET-INVESTMENT-INCOME> (8,953)
<REALIZED-GAINS-CURRENT> (45,831)
<APPREC-INCREASE-CURRENT> 738,560
<NET-CHANGE-FROM-OPS> 683,776
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 702,776
<NUMBER-OF-SHARES-REDEEMED> (51,773)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 10,171,688
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18,278
<AVERAGE-NET-ASSETS> 1,600,629
<PER-SHARE-NAV-BEGIN> 14.29
<PER-SHARE-NII> (0.06)
<PER-SHARE-GAIN-APPREC> 1.36
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 15.59
<EXPENSE-RATIO> 2.40
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
