<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
HERITAGE CAPITAL APPRECIATION TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
HERITAGE CAPITAL APPRECIATION TRUST
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
TO THE SHAREHOLDERS:
A special meeting of the holders of shares of beneficial interest of
Heritage Capital Appreciation Trust ("Trust") will be held on February 28, 1997
at 8:45 a.m., Eastern standard time, at the offices of Heritage Asset
Management, Inc., at 100 Carillon Parkway, Suite 280, St. Petersburg, Florida
33716, for the following purposes:
(1) To approve a Subadvisory Agreement between Heritage Asset
Management Inc. and Liberty Investment Management, a division of Goldman
Sachs Asset Management, with respect to the Trust;
(2) To ratify the selection of Price Waterhouse LLP as the Trust's
independent public accountants for the fiscal year ending August 31, 1997;
and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
You will be entitled to vote at the meeting and any adjournments thereof if
you owned shares of the Trust at the close of business on January 7, 1997. If
you attend the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT
TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE.
By Order of the Board of Trustees,
CLIFFORD J. ALEXANDER
Secretary
January 14, 1997
880 Carillon Parkway
St. Petersburg, Florida 33716
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy form, date
and sign the form, and return the form in the envelope provided. If you sign,
date and return the proxy form but give no voting instructions, your shares will
be voted "FOR" the proposals noticed above. In order to avoid the additional
expense of further solicitation, we ask your cooperation in mailing your proxy
card promptly. Unless proxy cards submitted by corporations and partnerships are
signed by the appropriate persons as indicated in the voting instructions on the
proxy card, they will not be voted.
<PAGE> 3
HERITAGE CAPITAL APPRECIATION TRUST
880 CARILLON PARKWAY, ST. PETERSBURG, FLORIDA 33716
---------------------
PROXY STATEMENT
---------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 1997
This is a proxy statement for Heritage Capital Appreciation Trust ("Trust")
in connection with the solicitation of proxies made by, and on behalf of, the
Trust's board of Trustees ("Trustees") to be used at the special meeting of
shareholders of the Trust and at any adjournments thereof ("Meeting"). This
proxy statement will be mailed to shareholders on or about January 14, 1997.
A majority of the shares of beneficial interest of the Trust ("Shares")
outstanding on January 7, 1997 ("Record Date"), represented in person or by
proxy, must be present to constitute a quorum for the transaction of business at
the Meeting. Only holders of Shares as of this date are entitled to notice of
and to vote at the Meeting. In the absence of a quorum or in the event that a
quorum is present at the Meeting but votes sufficient to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those Shares
represented at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal against such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary voting
authority. Abstentions and broker non-votes will be counted as Shares present
for purposes of determining whether a quorum is present, but will not be voted
for or against any adjournment. Accordingly, abstentions and broker non-votes
effectively will be a vote against adjournment or against the proposal where the
required vote is a percentage of the Shares present. Abstentions and broker
non-votes will not be counted, however, as votes cast for purposes of
determining whether sufficient votes have been received to approve a proposal.
The individuals named as proxies in the enclosed proxy card will vote in
accordance with your directions as indicated thereon if your proxy card is
received properly executed. If you sign, date and return the proxy card, but
give no voting instructions, your Shares will be voted in favor of the proposals
described in this proxy statement. The duly appointed proxies may, in their
discretion, vote upon such other matters as may properly come before the
Meeting. Your proxy card may be revoked by giving another proxy, by letter or
telegram revoking your proxy if received by the Trust prior to the Meeting, or
by appearing and voting at the Meeting.
In addition to soliciting proxies by mail, the employees of Heritage may
call shareholders to ask if they would be willing to have their votes recorded
by telephone. The telephone voting procedure is designed to authenticate
shareholders' identities, to allow shareholders to authorize the voting of their
shares in accordance with their instructions and to confirm that their
instructions have been recorded properly.
<PAGE> 4
Shareholders will be called at the phone number Heritage has in its records for
their accounts and will be asked for their social security number or other
identifying information. Shareholders then will be given an opportunity to
authorize proxies to vote their shares in accordance with their instructions. To
ensure that shareholders' instructions have been recorded correctly,
shareholders will receive a confirmation of their instructions in the mail. A
toll-free phone number will be available in case the information contained in
the confirmation is incorrect.
As of the Record Date, the Trust had 4,912,036 Shares issued and
outstanding. No person owns beneficially 5% or more of the Trust's outstanding
Shares. All costs associated with the Meeting, including the solicitation of
proxies, will be borne by Liberty Investment Management, a division of Goldman
Sachs Asset Management ("GSAM"). Solicitations will be made primarily by mail
but also may include telephone communications by regular employees of Heritage
Asset Management, Inc. ("Heritage"), the Trust's investment adviser and
administrator, who will not receive any compensation therefor from the Trust.
Each full Share is entitled to one vote, and each fractional Share is entitled
to a proportionate share of one vote. You may obtain a copy of the Trust's most
recent annual report to shareholders, free of charge, by writing to Heritage at
880 Carillon Parkway, St. Petersburg, Florida 33716 or by calling
1-800-421-4184.
PROPOSAL 1. APPROVAL OF THE SUBADVISORY AGREEMENT
The Trustees and Heritage propose that the Liberty Investment Management
Division of GSAM ("GSAM-Liberty") be appointed as a subadviser to the Trust.
GSAM is a separate operating division of Goldman, Sachs & Co. ("Goldman"). If
this appointment is approved by shareholders, Heritage will terminate the
current subadvisory agreement with Liberty Investment Management, Inc.
("Liberty") dated October 27, 1994 ("Liberty Agreement"). In addition,
GSAM-Liberty would replace Liberty as the second subadviser to the Trust. Eagle
Asset Management, Inc. ("Eagle") is the other investment subadviser to the Trust
and has served as such since the Trust's inception pursuant to a subadvisory
agreement between Heritage and Eagle dated November 22, 1985 ("Eagle
Agreement").
The proposed appointment of GSAM-Liberty is based primarily on the desire
of Trustees to have Herbert E. Ehlers ("Ehlers") continue serving as portfolio
manager of the Trust. Ehlers has served in this capacity since the Trust's
inception and is responsible for its day-to-day portfolio management. Ehlers
serves as the sole director, Chief Executive Officer and Chief Investment
Officer of Liberty. On January 2, 1997, Goldman acquired a majority of the
assets of Liberty, including employment agreements for Ehlers and other key
employees. Pending certain actions, including the shareholders' decision as to
whether to appoint GSAM-Liberty as the Trust's subadviser, Ehlers remains an
employee of Liberty, and will continue to serve as the Trust's portfolio
manager. However, it is expected that he will terminate his relationship with
Liberty at some time in 1997 and it is anticipated that Liberty will be
dissolved.
If GSAM-Liberty is approved as subadviser, Heritage will have discretion to
allocate the assets of the Trust among Eagle and GSAM-Liberty, subject to the
oversight of the Trustees. Heritage initially intends to allocate all of the
Trust's assets to GSAM-Liberty. The proportion of assets allocated to each
subadviser will be reviewed periodically by Heritage. If shareholders approve
GSAM-Liberty's appointment as subadviser, then GSAM-Liberty will provide
substantially similar portfolio management services as Liberty has provided,
will employ the same portfolio manager, and will receive the same subadvisory
fee from Heritage that Liberty currently receives.
At a meeting on November 18, 1996, the Trustees determined that it would be
in the Trust's best interest to continue to retain Ehlers' services by
appointing GSAM-Liberty as an investment subadviser to the Trust.
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<PAGE> 5
In making this decision, the Trustees considered, among other factors,
continuity in the Trust's investment strategy and style, Ehlers' specialized
experience and success as a growth equity portfolio manager, his experience and
track record to date as the Trust's portfolio manager, the other personnel
employed by GSAM-Liberty who would continue to assist in portfolio management
activities, and other portfolio management alternatives available to the Trust.
Accordingly, at their meeting, the Trustees who were present unanimously
approved proposals that (1) GSAM-Liberty be appointed as an investment
subadviser to the Trust under substantially the same terms and conditions as set
forth in the Liberty Agreement, (2) the Trust enter into the proposed
subadvisory agreement between Heritage and GSAM-Liberty ("Goldman Agreement"),
subject to shareholder approval, and (3) the Goldman Agreement be submitted for
shareholder approval. These decisions included the unanimous approval of all
Trustees who were present who are not "interested persons" of the Trust,
Heritage, Liberty or Goldman as that term is defined in the Investment Company
Act of 1940 ("Independent Trustees").
DESCRIPTION OF THE SUBADVISORY AGREEMENT
Under the Goldman Agreement, GSAM-Liberty will manage the Trust's
investments and will be responsible for placing all orders for the purchase and
sale of portfolio securities, subject to the supervision of the Trustees and
Heritage. As compensation for GSAM-Liberty's services and for expenses borne by
GSAM-Liberty under the Agreement, GSAM-Liberty will be paid monthly by Heritage
(not by the Trust) at an annual rate equal to .25% of the Trust's average daily
net assets subject to its investment discretion. This is the same fee schedule
that exists under the Liberty Agreement.
The Goldman Agreement provides that GSAM-Liberty will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of the Agreement, 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 Subadvisory Agreement.
If approved by shareholders, the Goldman Agreement would be executed
promptly by Heritage and GSAM-Liberty. Unless sooner terminated, it would remain
in effect for one year following its effective date and would continue
automatically for successive annual periods, provided that it is specifically
approved at least annually (1) by a vote of a majority of the Independent
Trustees and (2) by a majority of all Trustees or by a vote of a majority of the
outstanding Shares of the Trust. The Trust may terminate the proposed Goldman
Agreement by a vote of a majority of its Trustees or a majority of its
outstanding voting securities on 60 days' written notice to Heritage or
GSAM-Liberty. Heritage may at any time terminate that agreement upon 60 days'
written notice to Goldman. Goldman may at any time terminate that agreement upon
90 days' written notice to Heritage. That agreement automatically will terminate
without penalty in the event of assignment or termination of the Trust's
Investment Advisory and Administration Agreement.
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<PAGE> 6
INFORMATION CONCERNING GOLDMAN SACHS
GSAM is a separate operating division of Goldman and has its principal
business address at One New York Plaza, New York, New York 10004. Goldman is
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended. As of November 30, 1996, GSAM and its affiliates served as an
investment adviser and/or administrator to 59 investment companies with
aggregate assets in excess of $39.2 billion. Goldman serves as investment
adviser to the following investment companies with a similar investment strategy
(Goldman's annual rate of compensation as a percentage of average daily net
assets is included in parenthesis):
- EAI Select Managers Equity Fund (0.375%)
- Managers Special Equity Fund (0.500%)
- Diversified Investors Special Equity Fund (0.500%)
Goldman is a worldwide investment banking firm and has its principal
business address at 85 Broad Street, New York, New York 10004. The principal
executive officers of Goldman are Jon S. Corzine and Henry M. Paulson. The
principal occupation of Messrs. Corzine and Paulson is the management of
Goldman. The general partners of Goldman are The Goldman Sachs Group, L.P. (a
Delaware limited partnership) ("GSGLP") and The Goldman, Sachs & Co. L.L.C. (a
Delaware limited liability company) ("GSCLLC"). The principal business address
of the executive officers and general partners of Goldman is 85 Broad Street,
New York, New York 10004. The Goldman Sachs Corporation ("GSC") is the parent
company of both GSGLP and GSCLLC.
RECOMMENDATION OF THE BOARD OF TRUSTEES
In order for the Trust to benefit from having access to a premier financial
services organization and its extensive resources, and to assure the long-term
stability of the Trust's investment team and preserve the continuity of
Liberty's investment philosophy and process, the Trustees decided to appoint
GSAM-Liberty as a subadviser to the Trust and they recommend that shareholders
approve the proposed Goldman Agreement. In approving the Goldman Agreement, the
Board analyzed the factors discussed above and other factors that would affect
positively or negatively the provision of portfolio management services.
If Proposal 1 is not approved by shareholders, Heritage will continue as
the Trust's investment adviser and investment discretion with respect to 100% of
the Trust's assets will continue to be allocated to Liberty, as subadviser. The
Trustees would then consider whether any other arrangements for the provision of
investment subadvisory services are appropriate and in the best interests of the
Trust's shareholders.
VOTE REQUIRED
Approval of Proposal 1 requires the affirmative vote of the holders of the
lesser of (1) 67% or more of the Shares of the Trust present at the Meeting, if
the holders of more than 50% of the outstanding Trust Shares are present or
represented by proxy at the Meeting, or (2) more than 50% of the outstanding
Shares of the Trust entitled to vote at the Meeting.
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<PAGE> 7
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 1.
PROPOSAL 2. RATIFICATION OF SELECTION OF ACCOUNTANTS
The Independent Trustees have selected Price Waterhouse LLP as independent
public accountants for the Trust for the fiscal year ending August 31, 1997.
During 1996, the Independent Trustees accepted the resignation of Coopers &
Lybrand L.L.P. and appointed Price Waterhouse LLP as the Trust's independent
public accountants. Coopers & Lybrand L.L.P.'s reports for the last two years
did not contain any adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
No disagreement occurred between Coopers & Lybrand L.L.P. and the Trust during
the last two years with respect to any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
The Trust's financial statements for the fiscal year ended August 31, 1996
were audited by Price Waterhouse LLP. Price Waterhouse LLP has informed the
Trust that it has no material direct or indirect financial interest in the
Trust. Representatives of Price Waterhouse LLP are not expected to be present at
the Meeting but have been given the opportunity to make a statement if they so
desire, and will be available should any matter arise requiring their presence.
VOTE REQUIRED
The affirmative vote of at least a majority of the Shares of the Trust
present, in person or by proxy, is required for ratification.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 2.
INFORMATION ABOUT THE TRUST
CURRENT ADVISORY ARRANGEMENTS
Heritage is a Florida corporation organized in 1985 and registered as an
investment adviser under the Investment Advisers Act of 1940, as amended.
Heritage serves as investment adviser and administrator to the Trust pursuant to
an Investment Advisory and Administration Agreement dated November 22, 1985, as
amended on November 19, 1996 to reduce the advisory fee rate ("Advisory
Agreement"). The Advisory Agreement was approved by the Trust's sole initial
shareholder on November 13, 1985, and its continuance was last approved by
shareholders on June 19, 1989. Liberty serves as a subadviser pursuant to the
Liberty Agreement. Eagle has been an investment subadviser to the Trust since
the Trust's inception pursuant to the Eagle Agreement.
All of the capital stock of Heritage is owned by Raymond James Financial,
Inc. ("RJF"). RJF is the parent company of, among other companies, Eagle and
Heritage. Thomas A. James, a Trustee of the Trust, by virtue of his direct or
indirect ownership of RJF, owns beneficially more than 10% of Heritage. RJF,
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. Heritage also
serves as investment adviser and manager to five other investment companies
which, together with the Trust, had aggregate assets of approximately $2.6
billion as of November 30, 1996.
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<PAGE> 8
The principal address of Heritage, RJF, Thomas A. James and each of
Heritage's directors and principal executive officer is 880 Carillon Parkway,
St. Petersburg, Florida 33716. The directors and principal executive officer of
Heritage are: Jeffrey P. Julien, Director; Richard K. Riess, Director; and
Stephen G. Hill, Director, President and Chief Executive Officer.
Under the Advisory Agreement, and subject to the supervision of the
Trustees, Heritage has agreed, among other duties, to provide a continuous
investment program for the Trust's portfolio, supervise all aspects of the
Trust's operation and hold itself available to respond to shareholder inquiries.
The Advisory Agreement expressly permits advisory services to be delegated to
and performed by a subadviser. Under the Advisory Agreement, the Trust bears all
of its expenses not specifically assumed by Heritage incurred in its operation
and the offering of shares.
For services provided under the Advisory Agreement, the Trust pays Heritage
an annualized advisory fee, computed daily and paid monthly, of 0.75% of the
Trust's average daily net assets. (Prior to November 19, 1996 the advisory fee
was 1.00%, although Heritage waived the first .25% of the fee.) During any
period that expenses exceed 1.60% and 2.35% of average daily net assets of Class
A and Class C shares of the Trust, respectively, Heritage will waive management
fees to limit Trust expenses. During the fiscal year ended August 31, 1996, the
Trust paid (or accrued) to Heritage fees of approximately $552,000 (net of fees
waived in the amount of approximately $184,000).
The Advisory Agreement provides that Heritage will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matter to which the Agreement relates, 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 thereunder.
Under the Liberty Agreement, Liberty manages the Trust's investments and is
responsible for placing all orders for the purchase and sale of portfolio
securities, subject to the supervision of the Trustees and Heritage. As
compensation for Liberty's services and for expenses borne by Liberty under the
Liberty Agreement, Heritage, and not the Trust, pays Liberty a monthly
subadvisory fee at an annual rate equal to 0.25% of the Trust's average daily
net assets allocated to Liberty by Heritage. During the fiscal year ended August
31, 1996, Heritage paid to Liberty fees of approximately $184,000.
The Liberty Agreement provides that Liberty will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of the Agreement, 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 Subadvisory Agreement.
Ehlers is the sole director, Chief Executive Officer and Chief Investment
Officer of Liberty. He also owns all of the outstanding capital stock issued by
Liberty. Lincoln Kinnicutt is Liberty's President and Chief Operating Officer.
The address of Liberty and each of these persons is 2502 Rocky Point Drive,
Suite 500, Tampa, Florida 33607.
RELATED-PARTY TRANSACTIONS
For the fiscal year ended August 31, 1996, the Trust paid Rule 12b-1
distribution fees in the amount of approximately $354,904 to Raymond James &
Associates, Inc. ("Raymond James"), an affiliated broker-dealer and the Trust's
principal underwriter. The Trust also paid transfer agency fees to Heritage for
the fiscal year ended August 31, 1996 in the amount of approximately $45,516. In
addition, the Trust paid approxi-
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<PAGE> 9
mately $36,261 to Heritage for fund accounting services for the fiscal year
ended August 31, 1996. Once the proposed agreement is approved, Raymond James
and Heritage intend to continue to provide these services.
TRUSTEES AND OFFICERS
Trustees and officers of the Trust who also are employed by Heritage,
Liberty or Eagle are:
THOMAS A. JAMES, Chairman of the Board and Trustee. Mr. James serves as
Chairman of Eagle.
RICHARD K. RIESS, Trustee. Mr. Riess is a director and the President and
Chief Executive Officer of Eagle and a director of Heritage.
STEPHEN G. HILL, President. Mr. Hill is a director and the Chief Executive
Officer and President of Heritage and a director of Eagle.
DONALD H. GLASSMAN, Treasurer. Mr. Glassman is Treasurer of Heritage.
PATRICIA SCHNEIDER, Assistant Secretary. Ms. Schneider is the Compliance
Administrator of Heritage.
SHAREHOLDER PROPOSALS
As a general matter, the Trust does not hold regular annual or other
meetings of shareholders. Any shareholder who wishes to submit proposals to be
considered at a special meeting of the Trust's shareholders should send such
proposals to the Trust at 880 Carillon Parkway, St. Petersburg, Florida 33716,
so as to be received a reasonable time before the proxy solicitation for that
meeting is made.
Shareholder proposals that are submitted in a timely manner will not
necessarily be included in the Trust's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented to the Meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interests of the Trust.
By the order of the Board of Trustees,
CLIFFORD J. ALEXANDER
Secretary
January 14, 1997
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
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<PAGE> 10
APPENDIX
[LETTERHEAD] HERITAGE CAPITAL APPRECIATION TRUST(TM)
January 14, 1997
Dear Fellow Shareholder:
The enclosed proxy materials relate to a special meeting of the shareholders of
the Heritage Capital Appreciation Trust ("Trust") to be held on February 28,
1997. The purpose of this meeting is to seek shareholder approval of a
Subadvisory Agreement under which Liberty Investment Management
("GSAM-Liberty"), a division of Goldman Sachs Asset Management ("GSAM") would
become the Trust's investment subadviser. GSAM is a separate operating
division of Goldman Sachs & Co. ("Goldman"). Under the proposed agreement,
GSAM-Liberty would be compensated by Heritage Asset Management, Inc.
("Heritage"), the Trust's investment adviser, and not by the Trust. The
subadvisory fee arrangement between GSAM-Liberty and Heritage is identical to
the current arrangement between Liberty Investment Management, Inc. and
Heritage. The primary purpose of this change is to enable the Trust to
continue utilizing as portfolio manager Herbert E. Ehlers who, effective
January 2, 1997, became a Managing Director of Goldman.
Heritage has recommended, and the Trust's Board of Trustees has approved, the
appointment of GSAM-Liberty as subadviser to the Trust. Goldman, an investment
management firm that provides investment advisory services to institutional
clients, including employee benefit plans, endowments, foundations, other
tax-exempt funds and registered investment companies, currently has assets
under management of over $90 billion.
Please take the time to review the enclosed proxy statement and vote your
shares today by signing and returning the proxy ballot below. Your prompt
attention to this matter is appreciated.
Very truly yours,
/s/ Stephen G. Hill
Stephen G. Hill
President
Heritage Capital Appreciation Trust
- --------------------------------------------------------------------------------
The undersigned hereby appoints as proxies Stephen G. Hill, K.C. Clark and
Donald H. Glassman, each with the power of substitution, to vote for the shares
of beneficial interest of the undersigned at the aforementioned meeting and any
adjournment thereof with all the power the undersigned would have if personally
present. The shares represented by this proxy will be voted as instructed.
UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO INDICATE
AUTHORITY TO VOTE "FOR" ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES.
Please vote by placing an "X" in the appropriate space below, date and sign
this proxy. Return it in the enclosed prepaid envelope.
The Board of Trustees recommends a vote "FOR":
1. Approval of the proposed Subadvisory Agreement between Heritage Asset
Management, Inc. and the Liberty Investment Management Division of
Goldman Sachs Asset Management with respect to the Heritage Capital
Appreciation Trust.
FOR_____ AGAINST_____ ABSTAIN_____
2. Ratification of Price Waterhouse, LLP as independent accountants of the
Trust for the fiscal year ending August 31, 1997.
FOR_____ AGAINST_____ ABSTAIN_____
If shares are held jointly, each shareholder named should sign; if only one
signs, his/her signature will be binding. If the shareholder is a corporation,
the President or Vice President should sign his/her own name, indicating title.
If the shareholder is a partnership, a partner should sign in his/her own name,
indicating that he/she is a "Partner."
________________________________________________________
Signature
________________________________________________________
Signature
________________________________________________________
Date
HERITAGE CAPITAL APPRECIATION TR CLASS A
B0003311 00004488314 325,668
