<PAGE> 1
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 sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
HERITAGE SERIES 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):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
/X/ 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 SERIES TRUST--
VALUE EQUITY FUND
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 24, 1996
To the Shareholders:
A Special Meeting of the holders of shares of beneficial interest of
Heritage Series Trust -- Value Equity Fund (the "Fund") will be held on May 24,
1996 at 9:00 a.m., Eastern time, or any adjournment(s) thereof, at 100 Carillon
Parkway, Suite 280, St. Petersburg, Florida 33716 for the following purposes:
(1) To approve an Investment Subadvisory Agreement between Heritage
Asset Management, Inc. and Dreman Value Advisors, Inc.; and
(2) To transact such other business as may properly come before the
Special Meeting or any adjournment(s) thereof.
You are entitled to vote at the meeting and any adjournment(s) thereof if
you owned shares of the Fund at the close of business on March 22, 1996. 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
March 25, 1996
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 SERIES TRUST--
VALUE EQUITY FUND
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
---------------------
PROXY STATEMENT
---------------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 24, 1996
This is a proxy statement with respect to the Value Equity Fund (the
"Fund"), a series of Heritage Series Trust (the "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 Fund's special meeting of shareholders or any
adjournment(s) thereof ("Meeting"). This proxy statement first will be mailed to
shareholders on or about March 25, 1996.
A majority of the shares of the Fund outstanding on March 22, 1996 ("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
securities 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 proposal are not received, the
persons named as proxies may propose one or more adjournments of the Meeting to
permit the 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 that they are entitled to vote FOR such proposal in favor of
an adjournment and will vote those proxies required to be voted AGAINST such
proposal against such adjournment.
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
persons entitled to vote and the broker does not have discretionary voting
authority. Abstentions and broker non-votes will be counted 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 when 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 by you or by your duly appointed agent or
attorney-in-fact. If you sign, date and return the proxy card but give no voting
instructions, your shares will be voted in favor of the proposal 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 Fund prior to the Meeting, or by appearing and voting
at the Meeting.
As of the Record Date, the Fund had 769,531.549 Class A shares outstanding
and 381,019.803 Class C shares outstanding, and, to the best of the Fund's
knowledge, no person held of record or owned beneficially more than 5% of the
Fund's outstanding shares. All costs associated with the Meeting, including the
solicitation of proxies, will be borne by the Fund. Solicitations will be made
primarily by mail but also may include telephone communications by regular
employees of Heritage Asset Management, Inc. ("Heritage"), the Fund's investment
adviser and administrator, who will not receive any compensation therefor from
the
<PAGE> 4
Fund. Each full share of the Fund 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 Fund'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 Dreman Value Advisors, Inc.
("Dreman") be appointed a subadviser of the Fund. If this appointment is
approved by shareholders, Dreman would become the second subadviser to the Fund.
Eagle Asset Management, Inc. ("Eagle"), an affiliate of Heritage, currently is
the Fund's sole subadviser. Heritage and Eagle are wholly-owned subsidiaries of
Raymond James Financial, Inc. ("RJF"). Eagle has been the investment subadviser
of the Fund since the Fund's inception pursuant to a subadvisory agreement
between Heritage and Eagle dated December 24, 1994 ("Eagle Agreement").
The proposed retention of Dreman is based primarily on the desire of the
Trustees and Heritage to have Christian C. Bertelsen continue serving as
portfolio manager of the Fund. Mr. Bertelsen has served in this capacity since
the Fund's inception and is responsible for its day-to-day portfolio management.
Mr. Bertelsen became Chief Investment Officer of Dreman on March 1, 1996. He
also continues to serve as a Senior Vice President of Eagle under an agreement
that is scheduled to expire on May 31, 1996. Pending shareholder action on this
proposal to retain Dreman as one of the Fund's subadviser, Mr. Bertelsen remains
the portfolio manager in his capacity as a Senior Vice President of Eagle.
If Dreman is approved as a subadviser, Heritage will have discretion to
allocate the assets of the Fund between Dreman and Eagle subject to the
oversight of the Trustees. Heritage initially intends to allocate all of the
Fund's assets to Dreman. The proportion of assets allocated to each subadviser
will be reviewed periodically by Heritage. If shareholders approve Dreman's
appointment as subadviser, Dreman will provide substantially similar portfolio
management services as Eagle has provided, will employ the same portfolio
manager, and will receive a slightly lower subadvisory fee from Heritage than
Eagle currently receives.
At a meeting held on March 15, 1996, the Trustees determined that it would
be in the Fund's best interest to continue to retain Mr. Bertelsen's services by
appointing Dreman as an investment subadviser to the Fund. In making this
decision, the Trustees considered, among other factors, continuity in the Fund's
investment strategy and style, Mr. Bertelsen's specialized experience and
success as a portfolio manager, his experience and track record to date as the
Fund's portfolio manager, the other personnel employed by Dreman who would
assist in portfolio management activities, and other portfolio management
alternatives available to the Fund.
At their March 15, 1996 meeting, the Trustees unanimously approved
proposals that (1) Dreman be appointed as an additional investment subadviser to
the Fund, (2) the proposed investment subadvisory agreement between Heritage and
Dreman ("Agreement") be approved, and (3) the Agreement be submitted for
shareholder approval. These decisions included the unanimous approval of all
Trustees who are not "interested persons" of the Trust, Heritage, Eagle or
Dreman as that term is defined in the Investment Company Act of 1940, as amended
("Independent Trustees").
DESCRIPTION OF THE SUBADVISORY AGREEMENT
Under the Agreement, Dreman will manage the investment of Fund assets
allocated to it and will be responsible for placing all orders for the purchase
and sale of portfolio securities for which it is responsible, subject to the
supervision of the Trustees and Heritage.
2
<PAGE> 5
As compensation for Dreman's services and for expenses borne by Dreman
under the Agreement, Heritage, and not the Fund, will pay Dreman a monthly
subadvisory fee at an annual rate equal to 0.35% of the Fund's average daily net
assets allocated to Dreman by Heritage. However, if, at some time in the future,
Heritage's advisory fee is reduced due to the imposition of asset level
breakpoints, Dreman's subadvisory fee shall be reduced proportionately, provided
that in no event shall such fee be reduced below 0.35% for the first $50 million
of the Fund's average daily net assets allocated to Dreman by Heritage. Heritage
currently pays from its advisory fee to Eagle a subadvisory fee of 0.375% of the
Fund's average daily net assets allocated to Eagle. Accordingly, allocation of
100% of the Fund's assets to Dreman will result in a slightly higher portion of
the advisory fee being retained by Heritage.
The Agreement provides that Heritage will indemnify and hold harmless
Dreman against any losses, expenses, claims, damages or liabilities (or action
or proceedings with respect thereof), for wrongful action in breach of the
Agreement or Heritage's advisory agreement with the Trust, in the distribution
of the Fund's shares, or any other wrongful action, except that Dreman may be
held liable to the extent that a court having jurisdiction determined by a final
judgment, or an independent counsel agreed upon by Heritage and Dreman shall
have concluded in a written opinion, that such losses resulted from Dreman's
willful misfeasance, bad faith or gross negligence or by reason of the reckless
disregard by Dreman of its duties. The foregoing indemnification is in addition
to any rights that Dreman may have at common law or otherwise.
The Agreement also provides that Dreman will indemnify and hold harmless
Heritage against any losses, expenses, claims, damages or liabilities (or action
or proceedings with respect thereof), for wrongful action in breach of the
Agreement or Heritage's advisory agreement with the Trust, in the distribution
of the Fund's shares, or any other wrongful action, except that Heritage may be
held liable to the extent that a court having jurisdiction determined by a final
judgment, or an independent counsel agreed upon by Heritage and Dreman shall
have concluded in a written opinion, that such losses resulted from Heritage's
willful misfeasance, bad faith or gross negligence or by reason of the reckless
disregard by Heritage of its duties. The foregoing indemnification is in
addition to any rights that Heritage may have at common law or otherwise.
If approved by shareholders, the Agreement would be executed by Heritage
and Dreman on or about June 1, 1996. Unless sooner terminated, it would remain
in effect for two years following its effective date. Thereafter, it 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 all Trustees or by a vote of a majority of the
outstanding shares of the Fund. The Trust may terminate the proposed 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 Dreman. Heritage may at any
time terminate that Agreement upon 60 days' written notice to Dreman. Dreman may
at any time terminate that Agreement upon 90 days' written notice to Heritage.
The Agreement automatically will terminate without penalty in the event of its
assignment.
INFORMATION ABOUT DREMAN
Dreman is registered as an investment adviser under the Investment Advisers
Act of 1940, as amended (the "Advisers Act"). Dreman was established as a
wholly-owned subsidiary of Zurich Kemper Investments, Inc. ("ZKI") in August,
1995. Dreman previously conducted business as Dreman Value Management, L.P.
Dreman serves as an investment advisor to 6 mutual fund series and to private
accounts with aggregate assets in excess of $1.8 billion. For a list of
investment companies having a similar investment strategy to the Fund that are
advised by Dreman, including Dreman's rates of compensation, see Appendix A.
Dreman is located at 10 Exchange Place, 20th Floor, Jersey City, NJ 07301.
3
<PAGE> 6
ZKI, which provides ongoing administrative and financial support to Dreman,
has been managing mutual funds for over 46 years. ZKI is an indirect
wholly-owned subsidiary of Zurich Insurance Company. Zurich Insurance Company is
part of the Zurich Insurance Group, a global organization headquartered in
Zurich, Switzerland, that provides services in life and non-life insurance,
reinsurance and asset management in more than 45 companies. ZKI currently
manages 28 open-end mutual funds and 7 closed-end funds, together offering 68
portfolios. ZKI and its affiliates have approximately $79 billion in assets
under management and constitute one of the nation's largest asset management
complexes. The address of ZKI is 120 LaSalle Street, Chicago, Illinois 60603.
Zurich Insurance Company's address is Mythenquai 2, P.O. Box Ch-8022, Zurich,
Switzerland.
The names, position with Dreman, and principal occupations of the principal
executive officer and the directors of Dreman are as follows:
<TABLE>
<CAPTION>
POSITION WITH
NAME DREMAN PRINCIPAL OCCUPATION
- ----------------------------- --------------- --------------------------------------------
<S> <C> <C>
Stephen B. Timbers........... Director Director, President, Chief Executive Officer
and Chief Investment Officer, ZKI; Director,
Kemper Distributors, Inc.; President and
Trustee, Kemper Funds
David N. Dreman.............. Chairman and Chairman, Dreman
Director
John E. Neal................. Director Director, ZKI; President, Kemper Funds Group
(a unit of ZKI); Director, Kemper
Distributors, Inc.
James R. Neel................ President, President, Chief Executive Officer, Dreman
Chief Executive
Officer and
Director
John E. Peters............... Director Senior Executive Vice President and
Director, ZKI; President and Director,
Kemper Distributors, Inc.
</TABLE>
RECOMMENDATION OF THE BOARD OF TRUSTEES
In order to minimize any potential disruption of portfolio management
services and to maintain quality portfolio management services in the future,
the Trustees decided to appoint Dreman as an investment subadviser to the Fund
and recommend that shareholders approve the proposed Agreement. In approving the
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 Fund's investment adviser and investment discretion with respect to 100% of
the Fund's assets will continue to be allocated to Eagle 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
Fund's shareholders.
4
<PAGE> 7
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 Fund present at the Meeting, if
the holders of more than 50% of the outstanding Fund shares are present or
represented by proxy at the Meeting, or (2) more than 50% of the outstanding
shares of the Fund entitled to vote at the Meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
INFORMATION ABOUT THE TRUST
CURRENT ADVISORY ARRANGEMENTS
Heritage is a Florida corporation organized in 1985 and registered as an
investment adviser under the Advisers Act. Heritage serves as investment adviser
and administrator to the Fund pursuant to an Investment Advisory and
Administration Agreement between Heritage and the Trust on behalf of the Fund,
dated December 24, 1994 ("Advisory Agreement"). The Advisory Agreement and the
Eagle Agreement each were approved by the Fund's sole initial shareholder on
December 29, 1994 and were last approved by the Trustees on November 20, 1995.
All of the capital stock of Heritage is owned by RJF. 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 with net assets totaling
approximately $2 billion as of January 31, 1996.
The principal address of Heritage, RJF, Thomas A. James and each of
Heritage's directors and principal executive officer is at 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. The officers
of the Fund who also are employed by Heritage are: Stephen G. Hill; Donald H.
Glassman; and Patricia Schneider. The Trustees and officers of the Fund do not
own in the aggregate more than 1% of the shares of beneficial interest in the
Fund.
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 Fund's investment portfolio, supervise all aspects of
the Fund'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
Fund 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 Fund pays Heritage an annualized advisory fee, computed
daily and paid monthly, of 0.75% of the Fund's average daily net assets. As
required by state regulations, Heritage will reimburse the Fund if and to the
extent that the aggregate operating expenses of the Fund in any fiscal year
exceed applicable limits. To date, no such reimbursements have been required.
If, during the current fiscal year, Class A expenses exceed 1.65% of average
daily net assets, or Class C expenses exceed 2.40%, Heritage voluntarily will
waive its advisory fees or reimburse each class of the Fund as necessary to
limit expenses to these levels. For the period December 30, 1994 (commencement
of operations) to October 31, 1995, Heritage waived its fees in the amount of
$47,250 and reimbursed Fund expenses in the amount of $68,724.
Heritage also is the fund accountant and transfer and dividend disbursing
agent for the Fund. For the period December 30, 1994 (commencement of
operations) to October 31, 1995, the Fund paid Heritage
5
<PAGE> 8
$10,346 for its services as transfer and dividend disbursing agent. For the same
period, the Fund paid Heritage $20,509 for its services as fund accountant.
Heritage will continue to provide these services to the Fund if the Agreement is
approved.
In addition, an affiliate of Heritage, Raymond James & Associates, Inc.
("RJA"), serves as the Trust's principal underwriter. As compensation for
certain distribution and shareholder servicing activities, the Fund paid RJA
$13,040 and $10,848 as distribution fees for the Fund's Class A Shares and Class
C Shares, respectively, pursuant to the Trust's Rule 12b-1 distribution plan.
RJA will continue to serve as principal underwriter to the Trust after the
advisory contract is approved.
The Advisory Agreement and the Eagle Agreement each provide that Heritage
and/or Eagle, as applicable, will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matter to which the Agreements relate, except a loss resulting from willful
misfeasance, bad faith, or gross negligence on their part in the performance of
their duties or from reckless disregard by them of their obligations and duties
thereunder.
BROKER COMMISSIONS
RJA may act as broker on behalf of the Fund in the purchase and sale of
portfolio securities. For the period December 29, 1994 (commencement of
operations) to October 31, 1995, the total dollar amount of brokerage commission
paid by the Fund were $43,552, of which $8,596 was paid to RJA. Transactions in
which the Fund used RJA as broker involved 12.08% of the aggregate dollar amount
of transactions involving the payment of commissions, and 19.74% of the
aggregate commissions paid by the Fund during the period.
SHAREHOLDER PROPOSALS
As a general matter, the Fund 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 Fund's shareholders should send such
proposals to the Fund at 880 Carillon Parkway, St. Petersburg, Florida 33733, 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 Fund'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 Fund.
By the Order of the Board of Trustees,
CLIFFORD J. ALEXANDER
Secretary
March 25, 1996
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
6
<PAGE> 9
APPENDIX A
Dreman acts as investment adviser or subadviser to the following mutual
funds (or series of mutual funds) with similar investment objectives to the
Heritage Series Trust -- Value Equity Fund:
<TABLE>
<CAPTION>
ANNUAL
ASSETS AS OF ADVISORY OR
2/29/96 SUBADVISORY FEE
------------ ---------------
<S> <C> <C>
Kemper-Dreman Fund, Inc. (KDFI)
Kemper-Dreman Contrarian Fund................................... $ 35 million 0.75%*
KDFI -- Dreman High Return Fund................................... 145 million 0.75*
The Legend Fund, Inc. -- Dreman Value Portfolio (subadviser)...... 16 million 0.50
Kemper Value Plus Growth Fund, Inc. (subadviser).................. 16 million 0.25**
Kemper Horizon Fund, Inc. (subadviser)............................ 9 million 0.25**
</TABLE>
- ---------------
* A portion of fee may be waived as a result of expense limitations.
** Dreman is paid 0.25% of the total assets of these funds, even though they
manage only a portion of the funds' assets.
A-1
<PAGE> 10
APPENDIX B
[LOGO]
March 25, 1996
Dear Shareholder:
The enclosed proxy materials relate to a special meeting of the
shareholders of Heritage Series Trust - Value Equity Fund ("Fund") to be held on
Friday, May 24, 1996. The purpose of this meeting is to seek shareholder
approval of a Subadvisory Agreement under which Dreman Value Advisors, Inc.
("Dreman") would become an additional investment subadviser of the Fund, and
initially, would be allocated 100% of the assets of the Fund. Under the proposed
agreement, Dreman would be compensated by Heritage Asset Management, Inc.
("Heritage"), the Fund's investment adviser, and not by the Fund. Adding Dreman
as an investment subadviser of the Fund would allow Christian C. Bertlesen, who
has been the Fund's portfolio manager since its inception in late 1994, to
continue in that role. Mr. Bertlesen became Chief Investment Officer of Dreman
on March 1, 1996.
Heritage has recommended, and the Fund's Board of Trustees has approved,
the appointment of Dreman as subadviser to the Fund. Dreman, an investment
management firm that provides investment advisory services to retail and
institutional clients and registered investment companies, currently has assets
under management of approximately $1.8 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 will enable the Fund to avoid the expenses of further
proxy solicitations.
Very truly yours,
/s/ Stephen G. Hill
Stephen G. Hill
President
Heritage Series 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 as the Special Meeting of Shareholders
on May 24, 1996 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 Dreman Value Advisors, Inc. with respect to the
Heritage Series Trust - Value Equity Fund.
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,
including 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
