HERITAGE CASH TRUST
SUBADVISORY AGREEMENT
This Subadvisory Agreement is made as of July 22, 1992, between Heritage
Asset Management, Inc., a Florida corporation (the "Manager"), and Alliance
Capital Management L.P., a Delaware limited partnership (the "Subadviser").
WHEREAS, the Manager has by separate contract agreed to serve as the
investment adviser and administrator to the Heritage Cash Trust ("Trust"), a
Massachusetts business trust registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end diversified management investment
company consisting of several investment series of shares, each having its own
assets and investment policies;
WHEREAS, the Manager's contract with the Trust allows it to delegate
certain investment advisory services for the Trust to other parties; and
WHEREAS, the Manager desires to retain the Subadviser to perform certain
investment advisory services for the Trust with respect to such investment
series as the Trust and the Manager may agree upon and so specify from time to
time in one or more Schedules attached hereto (collectively, the "Portfolios") ,
and the Subadviser is willing to perform such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST.
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(a) INVESTMENT PROGRAM. Subject to the control of the Trust's
Board of Trustees and Manager, the Subadviser at its expense continuously
will furnish to the Portfolios an investment program for such portion, if
any, of Portfolio assets designated by the Manager from time to time. With
respect to such assets, the Subadviser will make investment decisions and
will place all orders for the purchase and sale of portfolio securities.
In the performance of its duties, the Subadviser will act in the best
interests of the Portfolios and will comply with (i) applicable laws and
regulations, including, but not limited to, the 1940 Act and Rule 2a-7
thereunder, (ii) the terms of this Agreement, (iii) the stated investment
objective, policies and restrictions of the Portfolios, and (iv) such
other guidelines as the Trustees or Manager may establish. The Manager
shall be responsible for providing the Subadviser with current copies of
the materials specified in Subsections (a) (iii) and (iv) of this Section
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(b) AVAILABILITY OF PERSONNEL. The Subadviser at its expense will
make available to the Trustees and Manager at reasonable times its
portfolio managers and other appropriate personnel in order to review
investment policies of the Portfolios and to consult with the Trustees and
Manager regarding the investment affairs of the Portfolios, including
economic, statistical and investment matters relevant to the Subadviser's
duties hereunder, and will provide periodic reports to the Manager
relating to the portfolio strategies it employs.
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(c) SALARIES AND FACILITIES. The Subadviser at its expense will
pay for all salaries of personnel and facilities required for it to
execute its duties under this Agreement.
(d) COMPLIANCE REPORTS. The Subadviser at its expense will
provide the Manager with such compliance reports relating to its duties
under this Agreement as may be agreed upon by such parties from time to
time.
(e) VALUATION. The Subadviser at its expense will provide the
Trust's custodian with market price information relating to the assets of
the Portfolios for which the Subadviser has responsibility on a weekly
basis (unless otherwise agreed upon by the parties hereto) and at such
other times as the Manager shall reasonably request.
(f) EXECUTING PORTFOLIO TRANSACTIONS. In selecting brokers and
dealers to execute purchases and sales of investments for the Portfolios,
the Subadviser will use its best efforts to obtain the most favorable
price and execution available. Any person associated with the Manager or
the Subadviser which is a member of a national securities exchange is
authorized to effect any transaction on such exchange for the account of
the Trust which is permitted by Section 11(a) of the Securities Exchange
Act of 1934, as amended, and Rule 1la2-2(T) thereunder, and the Trust has
consented to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T) (a) (2) (iv).
(g) EXPENSES. The Subadviser shall not be obligated to pay any
expenses of or for the Trust not expressly assumed by the Subadviser
pursuant to this Agreement.
2. BOOKS AND RECORDS. Pursuant to Rule 31a-3 under the 1940 Act,
Subadviser agrees that: (a) all records it maintains for the Trust are the
property of the Trust; (b) it will surrender promptly to the Trust or Manager
any such records upon the Trust's or Manager's request; (c) it will maintain for
the Trust the records that the Trust is required to maintain under Rule 31a-1(b)
insofar as such records relate to the investment affairs of the Portfolios for
which the Subadviser has responsibility under this Agreement; and (d) it will
preserve for the periods prescribed by Rule 3la-2 under the l940 Act the records
it maintains for the Trust.
3. OTHER AGREEMENTS. The Subadviser and persons controlled by or under
common control with the Subadviser have and may have advisory, management
service or other agreements with other organizations and persons, and may have
other interests and businesses. Nothing in this Agreement is intended to
preclude such other business relationships.
4. COMPENSATION. The Manager will pay to the Subadviser as compensation
for the Subadviser's services rendered pursuant to this Agreement a subadvisory
fee as specified in one or more Schedules attached hereto and made part of this
Agreement. Such fees shall be paid by the Manager (and not by the Trust) without
regard to any reduction in the fees paid to the Manager as a result of any
statutory or regulatory limitation on investment company expenses. Such fees
shall be payable for each month within 15 business days after the end of such
month. If the Subadviser shall serve for less than the whole of a month, the
compensation as specified shall be prorated.
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5. ASSIGNMENT AND AMENDMENT OF AGREEMENT. This Agreement automatically
shall terminate without the payment of any penalty in the event of its
assignment or if the Investment Advisory and Administration Agreement between
the Manager and the Trust shall terminate for any reason. This Agreement shall
not be materially amended unless such amendment is approved by the affirmative
vote of a majority of the outstanding shares of each applicable Portfolio, and
by the vote, cast in person at a meeting called for the purpose of voting on
such approval, of a majority of the Trustees of the Trust who are not interested
persons of the Trust, the Manager or the Subadviser. The Subadviser agrees to
notify the Manager of any change in the membership of the Subadviser's limited
partnership or the general partner of the Subadviser within a reasonable time
after such change.
6. DURATION AND TERMINATION OF THE AGREEMENT. This Agreement shall
become effective upon its execution; provided, however, that this Agreement
shall not become effective with respect to any Portfolio now existing or
hereafter created unless it has first been approved (a) by a vote of the
majority of those Trustees of the Trust who are not parties to this Agreement or
interested persons of such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by an affirmative vote of a majority
of the outstanding voting shares of that Portfolio. This Agreement shall remain
in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 5) except as follows:
(a) The Trust may at any time terminate this Agreement with
respect to any or all Portfolios by providing not more than 60 days'
written notice delivered or mailed by registered mail, postage prepaid, to
the Manager and the Subadviser. Such termination can be authorized by the
affirmative vote of a majority of the (i) Trustees of the Trust, or (ii)
outstanding voting shares of the applicable Portfolios.
(b) This Agreement will terminate automatically with respect to a
Portfolio unless, within two years after its initial effectiveness with
respect to such Portfolio and at least annually thereafter, the
continuance of the Agreement is specifically approved by (i) the Trustees
of the Trust or the shareholders of such Portfolio by the affirmative vote
of a majority of the outstanding shares of such Portfolio, and (ii) a
majority of the Trustees of the Trust who are not interested persons of
the Trust, Manager or Subadviser, by vote cast in person at a meeting
called for the purpose of voting on such approval. If the continuance of
this Agreement is submitted to the shareholders of any Portfolio for their
approval and such shareholders fail to approve such continuance as
provided herein, the Subadviser may continue to serve hereunder in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
(c) The Manager may at any time terminate this Agreement with
respect to any or all Portfolios by not less than 60 days' written notice
delivered or mailed by registered mail, postage prepaid, to the
Subadviser, and the Subadviser may at any time terminate this Agreement
with respect to any or all Portfolios by not less than 90 days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Manager.
Termination of this Agreement pursuant to this Section 6 shall be without the
payment of any penalty. Upon termination of this Agreement with respect to any
Portfolio, the duties of the Manager delegated to the Subadviser under this
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Agreement with respect to such Portfolio automatically shall revert to the
Manager.
7. NOTIFICATION OF THE MANAGER. The Subadviser promptly shall notify
the Manager in writing of the occurrence of any of the following events:
(a) the Subadviser shall fail to be registered as an investment
adviser under the Investment Advisers Act of 1940, as amended, and under
the laws of any jurisdiction in which the Subadviser is required to be
registered as an investment adviser in order to perform its obligations
under this Agreement;
(b) the Subadviser shall have been served or otherwise have
notice of any action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, public board or body, involving the
affairs of the Trust or any Portfolio; or
(c) any other occurrence that might affect the ability of the
Subadviser to provide the services provided for under this Agreement.
8. DEFINITIONS. For the purposes of this Agreement, the terms "vote of
a majority of the outstanding shares," "affiliated person," "control,"
"interested person" and "assignment" shall have their respective meanings as
defined in the 1940 Act and the rules and regulations thereunder subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission under said Act; and references to annual approvals by the Board of
Trustees shall be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
9. LIABILITY OF THE SUBADVISER. In the absence of its willful
misfeasance, bad faith, negligence or reckless disregard of its obligations and
duties hereunder, the Subadviser shall not be subject to any liability to the
Manager, the Trust or their directors, Trustees, officers or shareholders, for
any act or omission in the course of, or connected with, rendering services
hereunder. However, Subadviser shall indemnify and hold harmless such parties
from any and all claims, losses, expenses, obligations and liabilities
(including reasonable attorneys fees) which arise or result from Subadviser's
willful misfeasance, bad faith, negligence or reckless disregard of its duties
hereunder.
10. APPLICABLE LAW AND JURISDICTION. This Agreement shall be governed by
Florida law, and any dispute arising from this Agreement or the services
rendered hereunder shall be resolved through legal proceedings conducted in the
state of Florida or in such other manner or jurisdiction as shall be mutually
agreed upon by the parties hereto.
11. MASSACHUSETTS BUSINESS TRUST. Subadviser hereby acknowledges that,
although this Agreement is executed by an officer and/or Trustee of the Trust,
the obligations of this Agreement are not binding upon any of them individually
or upon the Trust's shareholders individually; rather, these obligations are
binding only upon the assets and property of the Trust.
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IN WITNESS WHEREOF, Heritage Asset Management, Inc. and Alliance Capital
Management L.P. have each caused this instrument to be signed in duplicate on
its behalf by its duly authorized representative, all as of the day and year
first above written.
Attest: HERITAGE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Attest: ALLIANCE CAPITAL MANAGEMENT L.P.
By its general partner, Alliance Capital
Management Corporation
By:/s/ Xxxxx Xxxxxxxx By:/s/ Xxxx X. Xxxxxx
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SCHEDULE A
TO THE
HERITAGE CASH TRUST
SUBADVISORY AGREEMENT
BETWEEN
HERITAGE ASSET MANAGEMENT, INC.
AND
ALLIANCE CAPITAL MANAGEMENT L.P.
As compensation pursuant to section 4 of the Subadvisory Agreement between
Heritage Asset Management, Inc. (the "Manager") and Alliance Capital Management
L.P. (the "Subadviser"), the Manager shall pay the Subadviser a Subadvisory Fee,
computed and paid monthly, at the following percentage rates of the assets of
Heritage Cash Trust - Municipal Money Market Fund under management by the
Subadviser:
0.125% of assets up to $100 million;
0.100% of the next $150 million in assets; and
0.050% of assets in excess of $250 million.
Dated: July 22, 1992
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