Exhibit 5(c)
HERITAGE SERIES TRUST
EAGLE INTERNATIONAL EQUITY PORTFOLIO
SUBADVISORY AGREEMENT
This Subadvisory Agreement is made as of February 14, 1995, between
Eagle Asset Management, Inc., a Florida corporation (the "Manager"), and
▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., a New York corporation (the "Subadviser").
WHEREAS, the Manager has by separate contract agreed to serve as the
investment adviser to Eagle International Equity Portfolio ("Fund"), an
investment portfolio of Heritage Series 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 one or more 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 to other parties; and
WHEREAS, the Manager desires to retain the Subadviser to perform
certain investment advisory services for the Trust with respect to the
Fund, 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.
(a) Investment Program. Subject to the control and supervision
of the Board of Trustees of the Trust and the Manager, the Subadviser
shall, at its expense, continuously furnish to the Fund an investment
program for such portion, if any, of Fund assets that is allocated to
it 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 Fund and will comply with (i) applicable laws and
regulations, including, but not limited to, the 1940 Act, (ii) the
terms of this Agreement, (iii) the stated investment objective,
policies and restrictions of the Fund, as stated in the then-current
Registration Statement of the Trust, 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
1. At such times as may be reasonably requested by the Board or the
Manager, the Subadviser will provide them with economic and
investment analysis and reports, and make available to the Board any
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economical, statistical, or investment services normally available to
similar investment company clients of the Subadviser.
(b) Availability of Personnel. The Subadviser, at its expense,
will make available to the Trustees and the Manager at reasonable
times its portfolio managers and other appropriate personnel in order
to review investment policies of the Fund and to consult with the
Trustees and the Manager regarding the investment affairs of the
Fund, 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.
(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 Fund at such times as the parties hereto may agree upon
from time to time.
(f) Executing Portfolio Transactions. The Subadviser will
place orders pursuant to its investment determinations for the Fund
either directly with the issuer or through brokers. In the selection
of brokers and the placement of orders for the purchase and sale of
portfolio investments for the Fund, the Subadviser shall use its best
efforts to obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay higher
brokerage commissions for brokerage and research services as
described below. In using its best efforts to obtain the most
favorable price and execution available, the Subadviser, bearing in
mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by way of illustration, price,
the size of the transaction, the nature of the market for the
security, the amount of the commission, the timing of the transaction
taking into account market prices and trends, the reputation,
experience and financial stability of the broker involved and the
quality of service rendered by the broker in other transactions.
Subject to such policies as the Board of Trustees may determine, the
Subadviser shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Fund to pay a broker that provides
brokerage and research services to the Subadviser an amount of
commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker would have charged for
effecting that transaction if the Subadviser determines in good faith
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that such amount of commission was reasonable in relation to the
value of the brokerage and research services provided by such broker,
viewed in terms of either that particular transaction or the
Subadviser's overall responsibilities with respect to the Trust and
to other clients of the Subadviser as to which the Subadviser
exercises investment discretion. In no instance will portfolio
securities of the Fund be purchased from or sold to the Subadviser or
any affiliated person of the Subadviser. The Trust agrees that any
entity or 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 the Trust consents to the retention of compensation
for such transactions.
(g) Expenses. The Subadviser shall not be obligated to pay any
expenses of or for the Trust or the Fund not expressly assumed by the
Subadviser pursuant to this Agreement.
2. Books and Records. Pursuant to Rule 31a-3 under the 1940 Act,
the 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 the 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 pursuant to Rule 31a-1 insofar as such records relate to the
investment affairs of the Fund; and (d) it will preserve for the periods
prescribed by Rule 31a-2 under the 1940 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 equal to .50% of the Fund's average daily net
assets on the first $100 million of net assets and .40% thereafter. 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.
5. Amendment of Agreement. This Agreement shall not be materially
amended unless such amendment is approved by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in
person at a meeting called for the purpose of voting on such approval, of
a majority of the members of the Board of Trustees who are not interested
persons of the Trust, the Manager or the Subadviser (the "Independent
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Trustees"). The Subadviser agrees to notify the Manager of any
anticipated change in control of the Subadviser as soon as such change is
anticipated and, in any event, prior to 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 unless it has first been approved (a)
by a vote of the Independent Trustees, 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 the Fund. This
Agreement shall remain in full force and effect continuously thereafter,
except as follows:
(a) By vote of a majority of the (i) Independent Trustees, or
(ii) outstanding voting shares of the Fund, the Trust may at any time
terminate this Agreement, without the payment of any penalty, by
providing not more than 60 days' written notice delivered or mailed
by registered mail, postage prepaid, to the Manager and the
Subadviser.
(b) This Agreement will terminate automatically, without the
payment of any penalty, unless within two years after its initial
effectiveness and at least annually thereafter, the continuance of
the Agreement is specifically approved by (i) the Board of Trustees
or the shareholders of the Fund by the affirmative vote of a majority
of the outstanding shares of the Fund, and (ii) a majority of the
Independent Trustees, 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 the Fund 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,
without the payment of any penalty, 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, without the
payment of any penalty, terminate this Agreement by not less than 90
days' written notice delivered or mailed by registered mail, postage
prepaid, to the Manager.
(d) This Agreement automatically and immediately shall terminat
e, without the payment of any penalty, in the event of its assignment
or if the Investment Advisory Agreement between the Manager and the
Trust shall terminate for any reason.
(e) Any notice of termination served on the Subadviser by the
Manager shall be without prejudice to the obligation of the
Subadviser to complete transactions already initiated or acted upon
with respect to the Fund. Upon termination without reasonable notice
by the Manager, the Subadviser will be paid certain previously agreed
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upon expenses the Subadviser necessarily incurs in terminating the
Agreement.
Upon termination of this Agreement, the duties of the Manager
delegated to the Subadviser under this Agreement 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 bad faith,
negligence or 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, the 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 the Subadviser's bad faith, negligence or disregard of its duties
hereunder.
10. Governing Law. This Agreement shall be construed in accordance
with the laws of the State of Florida, without giving effect to the
conflicts of laws principles thereof, and in accordance with the 1940 Act.
To the extent that the applicable laws of the State of Florida conflict
with the applicable provisions of the 1940 Act, the latter shall control.
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11. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. Where
the effect of a requirement of the 1940 Act reflected in any provision of
this Agreement is made less restrictive by a rule, regulation or order of
the Securities and Exchange Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, Eagle Asset Management, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇
Inc. 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: EAGLE ASSET MANAGEMENT, INC.
By:_____________________ By:_________________________
Attest: ▇▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By:_____________________ By:_________________________
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