EXHIBIT 99.77B
PRICEWATERHOUSECOOPERS LLP
------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
Suite 2800
400 North Ashley Street
Tampa, FL 33602-4319
Telephone (813) 223-7577
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and Board of Trustees
of Heritage Series Trust
In planning and performing our audit of the financial statements of the Heritage
Series Trust (the "Trust") for the year ended October 31, 2000, we considered
its internal control, including control activities for safeguarding securities,
in order to determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.
The management of the Trust is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements or fraud in amounts that would be material in relation
to the financial statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing their assigned
functions. However, we noted no matters involving internal control, including
controls for safeguarding securities, that we consider to be material weaknesses
as defined above as of October 31, 2000.
This report is intended solely for the information and use of and the Board of
Trustees, management and the Securities and Exchange Commission.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
December 8, 2000
<PAGE>
EX-99.77O
For period ended 10-31-00
File Number 811-7470
Heritage Series Trust
Small Cap Stock Fund
Item 77.O Transactions effected pursuant to Rule 10f-3.
The following Rule 10f-3 transactions were effected by the Heritage
Series Trust-Small Cap Stock Fund:
<TABLE>
<CAPTION>
DATE SECURITIES
SECURITY: DATE OF OFFERING PURCHASE ACQUIRED AMOUNT TOTAL
PURCHASE: COMMENCED: PRICE: COMMISSION: FROM: PURCHASED: OFFERING:
<S> <C> <C> <C> <C> <C> <C> <C>
1. Lexicon Genetics, Inc. 04/07/00 04/07/00 $22.00 $0.92 J.P. Morgan $1,100,000 $220,000,000
2. Accelerated Networks 06/23/00 06/23/00 $15.00 $0.63 Credit Suisse, First $30,000 $69,000,000
Boston
3. Ciphergen Biosystems Inc. 09/29/00 09/29/00 $16.00 $0.67 SG Cowen $104,000 $88,000,000
4. W-H Energy Services Inc. 10/11/00 10/11/00 $16.50 $0.70 Credit Suisse, First $66,000 $165,000,000
Boston
</TABLE>
<PAGE>
EX-99.77O
For period ended 10-31-00
File Number 811-7470
Heritage Series Trust
Growth Equity Fund
Item 77.O Transactions effected pursuant to Rule 10f-3.
The following Rule 10f-3 transactions were effected by the Heritage
Series Trust-Growth Equity Fund
<TABLE>
<CAPTION>
DATE SECURITIES
SECURITY: DATE OF OFFERING PURCHASE ACQUIRED AMOUNT TOTAL
PURCHASE: COMMENCED: PRICE: COMMISSION: FROM: PURCHASED: OFFERING:
<S> <C> <C> <C> <C> <C> <C> <C>
1. Aspect Medical Systems 01/28/00 01/28/00 $15.00 $0.63 Morgan Stanley Dean $30,000 $45,000,000
Witter
</TABLE>
<PAGE>
EX-99.77O
For period ended 10-31-00
File Number 811-7470
Heritage Series Trust
Aggressive Growth Fund
Item 77.O Transactions effected pursuant to Rule 10f-3.
The following Rule 10f-3 transactions were effected by the Heritage
Series Trust-Aggressive Growth Fund
<TABLE>
<CAPTION>
DATE SECURITIES
SECURITY: DATE OF OFFERING PURCHASE ACQUIRED AMOUNT TOTAL
PURCHASE: COMMENCED: PRICE: COMMISSION: FROM: PURCHASED: OFFERING:
<S> <C> <C> <C> <C> <C> <C> <C>
1. MetLife Inc. 04/05/00 04/05/00 $14.25 $0.40 Goldman Sachs $2,280,000 $3,310,275,000
2. Lexicon Genetics, Inc. 04/07/00 04/07/00 $22.00 $0.92 J.P. Morgan $2,970,000 $220,000,000
3. Accelerated Networks 06/23/00 06/23/00 $15.00 $0.63 Credit Suisse, First $30,000 $69,000,000
Boston
4. Ciphergen Biosystems Inc. 09/29/00 09/29/00 $16.00 $0.67 SG Cowen $120,000 $88,000,000
5. TNPC Inc. 10/05/00 10/05/00 $21.00 $0.73 Credit Suisse, First $262,500 $504,000,000
Boston
6. W-H Energy Services Inc. 10/11/00 10/11/00 $16.50 $0.70 Credit Suisse, First $74,250 $165,000,000
Boston
</TABLE>
<PAGE>
EX. 99.77O
For period ended 10-31-00
File Number 811-7470
Heritage Series Trust
Technology Fund
Item 77.O Transactions effected pursuant to Rule 10f-3.
The following Rule 10f-3 transactions were effected by the Heritage
Series Trust-Technology Fund
<TABLE>
<CAPTION>
DATE SECURITIES
SECURITY: DATE OF OFFERING PURCHASE ACQUIRED AMOUNT TOTAL
PURCHASE: COMMENCED: PRICE: COMMISSION: FROM: PURCHASED: OFFERING:
<S> <C> <C> <C> <C> <C> <C> <C>
1. Avanex Corp. 02/04/00 02/04/00 $36.00 $1.57 Morgan Stanley $90,000 $248,400,000
Dean Witter
2. Lexicon Genetics, Inc. 04/07/00 04/07/00 $22.00 $0.92 J.P. Morgan $825,000 $220,000,000
3. Accelerated Networks 06/23/00 06/23/00 $15.00 $0.63 Credit Suisse, First $51,000 $69,000,000
Boston
4. Manufacuters Services Ltd. 06/23/00 06/23/00 $16.00 $0.67 Donaldson Lufkin $240,000 $202,400,000
</TABLE>
