<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 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):
[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 Trust Logo)
March 31, 1999
Dear Shareholder:
The enclosed proxy materials relate to a special meeting of the shareholders of
the Heritage Series Trust -- Value Equity Fund ("Fund") to be held on Friday,
May 14, 1999. The purpose of this meeting is to seek shareholder approval of a
Subadvisory Agreement under which Osprey Partners Investment Management, LLC
("Osprey") would become an additional investment subadviser of the Fund. Under
the proposed agreement, Osprey would be compensated by Heritage Asset
Management, Inc. ("Heritage"), the Fund's investment adviser, and not by the
Fund. Adding Osprey as an investment subadviser of the Fund would allow the Fund
to access the portfolio management services of an experienced value equity
investment team.
Heritage has recommended, and the Fund's Board of Trustees has approved, the
appointment of Osprey as subadviser to the Fund. Osprey, an investment
management firm that provides investment advisory services to retail and
institutional clients, currently has assets under management of approximately
$2.0 billion.
In addition, Heritage is seeking shareholder approval of a proposal that will
permit Heritage to hire subadvisers or modify subadvisory agreements for the
Fund with the approval of the Fund's Board of Trustees, but without shareholder
approval. If this proposal is approved, the Fund would minimize expenses in the
future by not having to conduct shareholder meetings each time Heritage changes
the Fund's subadvisers or modifies subadvisory agreements.
Please take the time to review the enclosed proxy statement and vote your shares
today. Your prompt attention to this matter is appreciated.
Very truly yours,
/s/ STEPHEN G. HILL
Stephen G. Hill
President
Heritage Series Trust
<PAGE> 3
HERITAGE SERIES TRUST
VALUE EQUITY FUND
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 14, 1999
To the Shareholders:
The special meeting of the holders of shares of beneficial interest of the
Heritage Series Trust -- Value Equity Fund (the "Fund") will be on May 14, 1999
at 8:30 a.m. Eastern time, or any adjournment(s) thereof, at the offices of
Heritage Asset Management, Inc. ("Heritage"), 100 Carillon Parkway, Suite 250,
St. Petersburg, FL 33716, for the following purposes:
(1) To approve a Subadvisory Agreement between Heritage and Osprey
Partners Investment Management, LLC with respect to the Fund;
(2) To approve a proposal to permit Heritage to hire subadvisers or
modify subadvisory agreements without shareholder approval; and
(3) To transact such other business as may properly come before the
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, 1999. If you
attend the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES VIA THE INTERNET, BY TELEPHONE OR
BY COMPLETING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
By Order of the Board of Trustees,
CLIFFORD J. ALEXANDER
Secretary
March 31, 1999
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 card, date
and sign the card, and return the card in the envelope provided. If you sign,
date and return the proxy card 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> 4
HERITAGE SERIES TRUST
VALUE EQUITY FUND
880 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
---------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 1999
---------------------
INTRODUCTION
This is a proxy statement for the Value Equity Fund (the "Fund") of the
Heritage Series Trust ("Trust") in connection with the solicitation of proxies
made by, and on behalf of, the Fund's Board of Trustees ("Trustees" or "Board"),
to be used at the special meeting of shareholders of the Fund or any
adjournment(s) thereof ("Meeting"). This proxy statement and proxy card first
will be mailed to shareholders on or about March 31, 1999.
A majority of the shares of beneficial interest of the Fund ("Shares")
outstanding on March 22, 1999 ("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 one of the proposals
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. A
shareholder vote may be taken on one or more of the proposals described in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
An abstention is a proxy that is properly executed, returned and
accompanied by instructions withholding authority to vote. 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 or with
respect to which the broker does not have discretionary voting authority.
Abstentions and broker non-votes are counted as votes present for purposes of
determining whether the requisite quorum exists. Approval of Proposals No. 1 and
No. 2 require the affirmative vote of a specified percentage of the total shares
outstanding or of the total shares present at the meeting. As a result,
abstentions and broker non-votes will have the same effect as votes cast AGAINST
these proposals because approval of these proposals depends only on the number
of affirmative votes cast and not on the ratio of votes cast FOR a proposal to
votes cast AGAINST a proposal. 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.
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 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. However, if the Fund has
<PAGE> 5
received a shareholder proposal to be presented to shareholders at the Meeting
within a reasonable time before the proxy solicitation is made, the duly
appointed proxies do not have the discretionary authority to vote upon such
proposals.
Solicitations will be made primarily by mail but also may include telephone
communications by regular employees of Heritage. As an alternative to mailing
your paper proxy card to us to vote, you may vote by telephone or via the
Internet by utilizing a program provided through ADP Investor Communication
Services ("ADP"). To vote in this manner, please refer to the enclosed voting
instruction card for the toll-free telephone number and the Internet address. If
votes are recorded by telephone or via the Internet, ADP will use procedures
designed to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions, and
to confirm that a shareholder's instructions have been properly recorded.
Proxies voted by telephone or via the Internet may be revoked at any time before
they are voted at the Meeting in the same manner that proxies voted by mail may
be revoked. Under Massachusetts business trust law, there is no specific
prohibition against shareholders voting their shares via the Internet.
As of the Record Date, the Fund had 1,513,435.024 Shares outstanding and no
shareholder held of record or owned beneficially more than 5% of the issued and
outstanding Shares of the Fund. All costs associated with the Meeting, including
the solicitation of proxies, will be borne by the Fund. However, Heritage
ultimately may bear the cost associated with the meeting because Heritage has
agreed to waive fees or reimburse expenses of the Fund, if Fund total operating
expenses exceed a certain percentage of the Fund's average daily net assets.
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 and semi-annual reports to shareholders, free of
charge, by writing to Heritage at 880 Carillon Parkway, St. Petersburg, Florida
33716 or by calling 1-800-421-4184.
2
<PAGE> 6
PROPOSAL 1. APPROVAL OF THE SUBADVISORY AGREEMENT
INTRODUCTION
The Board and Heritage propose that Osprey Partners Investment Management,
LLC ("Osprey") be appointed as an investment subadviser to the Fund. If this
appointment is approved by shareholders, Osprey would become the second
subadviser to the Fund. Eagle Asset Management, Inc. ("Eagle"), an affiliate of
Heritage, currently is the Fund's sole investment subadviser. Heritage and Eagle
are wholly owned subsidiaries of Raymond James Financial, Inc. ("RJF"). Eagle
has been an 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").
Effective January 1, 1999, the Fund's portfolio manager, Michael Chren,
resigned from Eagle. Mr. Chren had served as the Fund's portfolio manager since
July 1997. Although Eagle designated a replacement, Heritage and the Board
viewed Mr. Chren's departure as an appropriate opportunity to evaluate
additional investment management options. Heritage and the Board propose to
retain Osprey based on the performance history of its managing partners and
principals, Osprey's value-oriented investment style and its fee proposal.
Although Osprey is a relatively new registered investment adviser, all of its
managing partners and principals have a long track record with their previous
advisory firm.
If Osprey is approved as a subadviser, Heritage will have discretion to
allocate the assets of the Fund between Osprey and Eagle, subject to the
oversight of the Trustees. Heritage initially intends to allocate all of the
Fund's assets to Osprey. The proportion of assets allocated to each subadviser
will be reviewed periodically by Heritage. If shareholders approve Osprey's
appointment as subadviser, Osprey will provide substantially the same portfolio
management services as Eagle has provided and will receive a slightly lower fee
from Heritage than Eagle currently receives. Osprey will utilize an investment
committee made up of managing partners and principals of Osprey to manage the
Fund's investment portfolio.
At a meeting on February 26, 1999, the Board determined that it would be in
the best interests of the Fund and its shareholders to retain Osprey as an
additional investment subadviser to the Fund. In making this decision, the Board
considered, among other factors, the expertise that Osprey offers in providing
portfolio management services to other equity portfolios. The Board also
considered the experience of the persons comprising the investment committee,
Osprey's fee proposal, and the financial strength and quality of services
offered by Osprey.
Accordingly, the Board unanimously voted that (1) subject to shareholder
approval, Osprey be appointed as an additional investment subadviser to the
Fund, and (2) the proposed subadvisory agreement between Heritage and Osprey
("Osprey Agreement") be approved and submitted for shareholder approval. These
decisions included the unanimous approval of all Trustees who are not
"interested persons" of the Trust, Heritage or Osprey as that term is defined in
the Investment Company Act of 1940, as amended ("Independent Trustees").
DESCRIPTION OF THE OSPREY AGREEMENT
Under the Osprey Agreement, Osprey 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.
3
<PAGE> 7
As compensation for Osprey's services and for expenses borne by Osprey
under the Osprey Agreement, Osprey will be paid a monthly subadvisory fee by
Heritage (not by the Trust) at an annual rate equal to 0.32% on the first $50
million of the Fund's average daily net assets allocated to Osprey by Heritage
and 0.30% for such amounts over $50 million. Heritage currently pays from its
advisory fee to Eagle a subadvisory fee equal to 50% of the fees payable to
Heritage without regard to any reduction in fees actually paid to Heritage as
result of voluntary fee waivers by Heritage. This fee is equivalent to .375% of
the Fund's daily net assets. However, for the fiscal year ending October 31,
1999, Eagle has agreed to bear a portion of the advisory fees waived by Heritage
with respect to those Fund assets under Eagle's management. During the Fund's
fiscal year ended October 31, 1998, Heritage paid Eagle $136,477 in subadvisory
fees. Accordingly, it is unclear whether Heritage would retain a slightly higher
portion of its advisory fee as a result of allocating 100% of the Fund's assets
to Osprey. Heritage has waived a portion of its fees for the Fund's fiscal year
ended October 31, 1998 and currently is waiving its fees. However, Eagle has
agreed to bear a portion of Heritage's fee waiver and Osprey has not.
The Osprey Agreement provides that Osprey will not be liable for any act or
omission in the course of, or connected with, rendering services under the
Osprey Agreement, except when such services are rendered in bad faith,
negligence or disregard of its duties under the Osprey Agreement. However,
Osprey will indemnify and hold harmless Heritage, the Trust, the Trustees,
officers or shareholders from any and all claims, losses, expenses, obligations
and liabilities (including reasonable attorneys fees) which arise or result from
Osprey's bad faith, negligence or disregard of its duties under the Osprey
Agreement.
If approved by shareholders, the Osprey Agreement would be executed
promptly by Heritage and Osprey and become effective on or about May 17, 1999.
Unless sooner terminated, it would remain in effect continuously for two years
following its effective date. Thereafter, it would continue automatically for
successive years, 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 Fund.
The Trust may terminate the proposed Osprey Agreement by a vote of a majority of
the Independent Trustees or a majority of its outstanding voting securities on
60 days' written notice to Heritage and Osprey. Heritage may at any time
terminate the proposed Osprey Agreement upon 60 days' written notice to Osprey.
Osprey may at any time terminate that agreement upon 90 days' written notice to
Heritage. The Osprey Agreement automatically will terminate without penalty in
the event of its assignment or termination.
INFORMATION ABOUT OSPREY
Osprey is a limited liability company organized under the laws of New
Jersey on September 10, 1998. It also is registered as an investment adviser
under the Investment Advisers Act of 1940, as amended. All of Osprey's founders
were previously engaged in a variety of positions at their previous advisory
firm, Fox Asset Management, Inc. As of February 26, 1999, Osprey managed
approximately $2 billion of assets. Osprey serves as investment adviser to
corporations, endowments and foundations, municipalities and public agencies and
high net worth individuals. Osprey currently does not manage any portfolio of a
registered investment company that has a similar investment strategy of the
Fund.
4
<PAGE> 8
Osprey's principal business address is Shrewsbury Executive Center II, 1040
Broad Street, Shrewsbury, New Jersey 07702. The names, titles and principal
occupations of the current managing partners and executive officers of Osprey
are set forth in the following table. In addition, the table reflects those
persons who own beneficially or of record ten percent or more of the outstanding
voting securities of Osprey.
<TABLE>
<CAPTION>
OWNERSHIP %
NAME OF OSPREY TITLE AND PRINCIPAL OCCUPATION
- ---- ----------- ------------------------------
<S> <C> <C>
Jerome D. Fischer............. 15.548% Managing Partner, Portfolio Manager for
Equity and Fixed Income Investment
Committees, and Director of Equity Research
for Osprey
John W. Liang................. 22.172% Managing Partner, Portfolio Manager for
Equity and Fixed Income Investment
Committees, and Chief Investment Officer
for Osprey
Paul A. Stach................. 21.275% Managing Partner, Portfolio Manager for
Equity and Fixed Income Investment
Committees, and Director of Fixed Income
Research for Osprey
Russell S. Tompkins........... 21.275% Managing Partner, Portfolio Manager for
Equity and Fixed Income Investment Committees
for Osprey, Chief Operating Officer
R. Van Whisnand............... 11.730% Managing Partner, Portfolio Manager for
Equity and Fixed Income Investment Committees
for Osprey
</TABLE>
The business address of each person listed above is Shrewsbury Executive
Center II, 1040 Broad Street, Shrewsbury, New Jersey 07702.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Trustees approved the appointment of Osprey as investment subadviser to
the Fund and recommend that shareholders approve the proposed Osprey Agreement.
In approving the Osprey Agreement, the Board analyzed the factors discussed
above and other factors that would affect positively and negatively the
provision of portfolio management services.
The Board recommends that Osprey be retained as an investment subadviser to
the Fund. 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 of the provision of
investment advisory services are appropriate and in the best interests of the
Fund'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 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.
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<PAGE> 9
PROPOSAL 2. APPROVAL OF A PROPOSAL TO PERMIT HERITAGE TO HIRE
SUBADVISERS OR MODIFY SUBADVISER AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL
INTRODUCTION
Heritage serves as the investment adviser and administrator of the Fund. As
such, Heritage currently does not make the day-to-day investment decisions for
the Fund. Instead, Heritage administers the Fund, establishes an investment
program for the Fund and selects, compensates and evaluates the Fund's
investment subadviser, currently Eagle. The investment subadviser, in turn,
makes the day-to-day investment decisions for the Fund.
Federal securities law requires that the shareholders of the Fund approve
the Fund's subadvisory agreements and any amendments thereto. Thus, when a new
subadviser is retained on behalf of the Fund, shareholders are required to
approve the subadvisory agreement. Similarly, if an existing subadvisory
agreement is amended in any material respect (e.g., an increase in the fee paid
by Heritage -- not by the Fund -- to the subadviser), shareholder approval is
required. In addition, shareholder approval is required in order to re-appoint a
subadviser when there is a change in control of the Fund's subadviser. In all of
these cases, in order to obtain shareholder approval, the Fund must call and
conduct a shareholder meeting, prepare and distribute proxy materials, and
solicit votes from Fund shareholders. The process can be costly and time-
consuming.
The Trustees have authorized the Fund's officers to apply to the Securities
and Exchange Commission ("SEC") for an order exempting the Fund from the
requirement described in the previous paragraph ("SEC Order"). If it is issued,
the SEC Order would permit the Fund, without the prior approval of shareholders,
to hire new subadvisers, to rehire existing subadvisers that have experienced a
change in control and to modify subadvisory agreements. By eliminating
shareholder approval in these matters, the Fund would have greater flexibility
in selecting and re-appointing investment subadvisers and would save the
considerable expenses involved in soliciting shareholder proxies and conducting
shareholder meetings. Changes in subadvisory arrangements would still require
Board approval and may be subject to certain other conditions, as discussed
below.
The Trustees and Heritage hereby seek shareholder approval of this proposed
arrangement for approval of subadvisory agreements. If Proposal 2 is not
approved by shareholders, shareholder approval of subadvisory agreements and
amendments thereto will continue to be required. If proposal 2 is approved by
Fund shareholders, the proposal will be effective if and when the SEC Order is
issued. There is no assurance that the SEC Order will be issued.
COMPARISON OF PRESENT AND PROPOSED SELECTION PROCESS FOR SUBADVISERS
Under both the current process for approval of subadvisory agreements and
under the proposed process, any change in a subadvisory agreement requires
approval by the Board. In considering whether to appoint a subadviser, the Board
will analyze the factors it considers relevant, including the nature, quality
and scope of services provided by a subadviser to investment companies
comparable to the Fund. The Board will review the ability of the subadviser to
provide its services to the Fund, as well as its personnel, operations,
financial condition or any other factor that would affect the provision of those
services. The Board will examine the performance of the subadviser with respect
to compliance and regulatory matters over the past fiscal year. It will review
the subadviser's investment performance with respect to accounts that are
comparable. Finally, the
6
<PAGE> 10
Board will consider other factors that it considers relevant to the subadviser's
performance as an investment adviser. The Board believes that this review
process provides appropriate shareholder protection in the selection of
subadvisers.
Under the current process for approval of subadvisory agreements, in
addition to Trustee approval, shareholders must approve any change in
subadvisory agreements. More particularly, a subadvisory agreement must receive
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 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. Such shareholder approval would be eliminated under the proposed
process for approval of subadvisory agreements.
An SEC Order authorizing the proposed process for approval of subadvisory
agreements may be granted subject to a number of conditions. Following is a list
of conditions that is representative of the relevant conditions that the SEC has
recently imposed in a number of orders that are similar to the SEC Order that
the Fund is seeking. The list may be a useful guide in predicting the conditions
that may be imposed in any SEC Order that is issued with respect to the Fund.
However, any SEC Order that is issued with respect to the Fund might be granted
subject to different conditions than those set forth below:
1. Before the Fund may rely on the order requested in the application,
the operation of the Fund in the manner described in the application will
receive 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 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, or, in the case of a new fund whose public
shareholders purchased shares on the basis of a prospectus containing the
disclosure contemplated by condition 2 below, by the sole initial
shareholder(s) before offering shares of that fund to the public.
2. The Fund will disclose in its prospectus the existence, substance
and effect of any order granted pursuant to the application. In addition,
the Fund will hold itself out to the public as employing the management
structure described in the application. The prospectus will prominently
disclose that Heritage has the ultimate responsibility to oversee
investment subadvisers and recommend their hiring, termination and
replacement.
3. At all times, a majority of the Trust's Board of Trustees will be
persons each of whom is not an "interested person" of the Trust as that
term is defined in federal securities law ("Independent Trustees"), and the
nomination of new or additional Independent Trustees will be at the
discretion of the then existing Independent Trustees.
4. Heritage will not enter into a subadvisory agreement with any
investment subadviser that is an "affiliated person," as defined in federal
securities law, of Heritage, without that agreement, including the
compensation to be paid thereunder, being approved by the shareholders of
the Fund.
5. When an investment subadviser change is proposed for the Fund with
an affiliated investment subadviser, the Fund's Trustees, including a
majority of the Independent Trustees, will make a separate finding,
reflected in the Fund's Board minutes, that the change is in the best
interests of the Fund and its shareholders and does not involve a conflict
of interest from which Heritage or the affiliated investment subadviser
derives an inappropriate advantage.
6. Within 90 days of the hiring of any new investment subadviser,
shareholders will be furnished relevant information about a new investment
subadviser that would be contained in a proxy statement,
7
<PAGE> 11
including any change in such disclosure caused by the addition of a new
investment subadviser. The Fund will meet this condition by providing
shareholders, within 90 days of the hiring of an investment subadviser, an
information statement. The information statement provided will meet
relevant requirements of federal securities law.
7. Heritage will provide general management services to the Fund,
including overall supervisory responsibility for the general management and
investment of the Fund's portfolio, and subject to review and approval by
the Trustees, will: (i) set the Fund's overall investment strategies; (ii)
select investment subadvisers; (iii) when and if appropriate, recommend to
the Fund's Board of Trustees the allocation and reallocation of the Fund's
assets among multiple investment subadvisers; (iv) monitor and evaluate the
performance of investment subadvisers; and (v) ensure that the investment
subadvisers comply with the Fund's investment objectives, policies and
restrictions by, among other things, implementing procedures reasonably
designed to ensure compliance.
8. No Trustee, director or officer of the Trust or director or officer
of Heritage will own directly or indirectly (other than through a pooled
investment vehicle that is not controlled by that Trustee, director or
officer) any interest in an investment subadviser except for (i) ownership
of interests in Heritage or any entity that controls, is controlled by, or
is under common control with Heritage; or (ii) ownership of less than 1% of
the outstanding securities of any class of debt or equity of a
publicly-traded company that is either an investment subadviser or an
entity that controls, is controlled by or is under common control with an
investment subadviser.
VOTE REQUIRED
As noted above, the SEC has previously granted requests for exemptive
relief that are similar to Proposal 2 where the proposal receives 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 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 2.
INFORMATION ABOUT THE FUND
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 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 Board of
Trustees on August 31, 1998. 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 thirteen other investment portfolios
with aggregate assets of approximately $4.4 billion as of February 26, 1999.
8
<PAGE> 12
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
Chairman; 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 the officers of the
Fund do not own in the aggregate more that 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 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. Heritage contractually has agreed to waive its
investment advisory fees and, if necessary, reimburse each class of the Fund to
the extent that Class A annual operating expenses exceed an annualized rate of
1.45% of the class' average daily net assets and Class B or Class C annual
operating expenses exceed 2.20% of that class' average daily net assets for the
Fund's October 31, 1999 fiscal year. Any reduction in Heritage's management fees
is subject to reimbursement by the Fund within the following two years if
overall expenses fall below these percentage limitations. During the fiscal year
ended October 31, 1998, the Fund paid Heritage management fees in the amount of
$272,954 and Heritage waived fees in the amount of $48,072.
Heritage also is the fund accountant and transfer and dividend disbursing
agent for the Fund. For the fiscal year ended October 31, 1998, the Fund paid
Heritage approximately $35,631 for its services as fund accountant. Heritage
will continue to provide these services to the Fund after the subadvisory
contract is approved.
In addition, an affiliate of Heritage, Raymond James & Associates, Inc.
("RJA"), currently serves as the Trust's principal underwriter. As compensation
for certain distribution and shareholder servicing activities, the Fund paid RJA
$50,739, $3,766 and $157,217 in distribution and service fees for the Fund's
Class A, Class B 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. However, subject to
regulatory approvals, the Fund's Board has approved a proposed distribution
agreement with Heritage Fund Distributors, Inc.
The Advisory Agreement and the Eagle Agreement each provides 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.
BROKERAGE COMMISSIONS
RJA may act as broker on behalf of the Fund in the purchase and sale of
portfolio securities. For the fiscal year ended October 31, 1998, the total
dollar amount of brokerage commission paid by the Fund was $153,869. These
commissions were paid on aggregate brokerage transactions totalling $46,572,180.
The Fund
9
<PAGE> 13
paid RJA $4,212 in commissions on aggregate brokerage transactions of $1,855,995
or 4% of the total aggregate brokerage transactions.
EXECUTIVE OFFICERS
Officers of the Fund are appointed by the Trustees and serve at the
pleasure of the Board. None of the Fund's officers currently receives any
compensation from the Fund. All officers as a group own beneficially less than
1% of the shares outstanding on the Record Date. The executive officers of the
Fund are:
STEPHEN G. HILL, age 39, President. Mr. Hill also has been a director
since December 1994 and the Chief Executive Officer and President of Heritage
since April 1989.
DONALD H. GLASSMAN, age 42, Treasurer. Mr. Glassman also has been
Treasurer of Heritage and Treasurer of Heritage Mutual Funds since May 1989.
CLIFFORD J. ALEXANDER, age 55, Secretary. Mr. Alexander also is a partner
at Kirkpatrick & Lockhart LLP.
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 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 Fund's proxy materials. Inclusion of
such proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
Management knows of no other business to be presented at 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 Order of the Board of Trustees,
CLIFFORD J. ALEXANDER,
Secretary
March 31, 1999
IT IS IMPORTANT THAT YOU VOTE AND RETURN YOUR PROXY PROMPTLY.
10
<PAGE> 14
[HERITAGE LOGO]
HERITAGE SERIES TRUST-VALUE EQUITY FUND
990 CARILLON PARKWAY
ST. PETERSBURG, FLORIDA 33716
PLEASE VOTE VIA INTERNET OR BY PHONE OR SIGN, DATE AND PROMPTLY RETURN YOUR
VOTING INSTRUCTION IN THE ENCLOSED ENVELOPE TODAY!
Voting Instructions
Please Select One of These Voting Methods:
VOTE BY INTERNET: Please read your proxy statement and the following proposals.
Go to our website: http:\\www.proxyvote.com where you will use this ballot and
the control number listed below to vote on the proposals. Follow the on screen
directions. Do NOT mail your voting instruction when you vote online.
VOTE BY TELEPHONE: Please read your proxy statement and the following
proposals. Dial our toll free number 1-800-688-6803 using a touch tone phone
where you will use this ballot and the control number listed below to vote on
the proposals. Do NOT mail your voting instruction when you vote by phone.
VOTE BY PROXY BALLOT: Please read your proxy statement and the following
proposals. Vote by filling in on the ballot the appropriate box representing
your vote on the proposals. Sign, date and mail the card in the enclosed return
envelope.
HERITAGE SERIES TRUST
VALUE EQUITY FUND
PROXY
Special Meeting of Shareholders
May 14, 1999
The undersigned hereby appoints as proxies Stephen G. Hill, K.C. Clark, and
Donald M. Glassman, each with the power of substitution, to vote for the
undersigned all 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 accompanied 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.
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
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 in 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".
<TABLE>
<S> <C> <C>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
X HERETO KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
</TABLE>
HERITAGE SERIES TRUST - VALUE EQUITY FUND
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The Board of Trustees recommends a vote "FOR"
<TABLE>
<CAPTION>
Vote on Proposals
<S> <C> <C> <C>
1. Approval of the proposed Subadvisory Agreement between Heritage Asset For Against Abstain
Management, Inc. and Osprey Partners Investment Management, LLC with
respect to the Heritage Series Trust - Value Equity Fund. [ ] [ ] [ ]
2. Approval of the proposal to permit Heritage Asset Management, Inc. to hire
subadvisors or modify subadvisory agreements without shareholder approval. [ ] [ ] [ ]
This proxy will not be valid unless it is dated and signed exactly as
instructed below. Please vote, sign and date this proxy and return it in
the enclosed postage paid envelope.
</TABLE>
- ---------------------------------------- ----------------------------------
- ---------------------------------------- ----------------------------------
Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owner(s)) Date
<PAGE> 15
ANNOUNCING...TWO EASY WAYS TO CAST YOUR PROXY VOTE
TO VOTE BY INTERNET:
(INTERNET ICON)
1. Read the Proxy Statement and have your Proxy Card handy.
2. Go to www.proxyvote.com
3. Enter the 12-digit control number found on your Proxy Card.
4. Follow the simple online instructions.
TO VOTE BY TELEPHONE:
(TELEPHONE ICON)
1. Read the Proxy Statement and have your Proxy Card handy.
2. Call the toll-free number on your Proxy Card.
3. Enter the 12-digit control number found on your Proxy Card.
4. Follow the simple recorded instructions.
DO NOT MAIL YOUR PROXY CARD WHEN YOU VOTE BY TELEPHONE OR INTERNET.
