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[HERITAGE CASH TRUST(TM) LOGO] MONEY MARKET FUND AND MUNICIPAL MONEY MARKET FUND Heritage Cash Trust is a mutual fund offering shares in two separate investment portfolios, the Money Market Fund and the Municipal Money Market Fund (each a "Fund" and collectively, the "Funds"). The Money Market Fund seeks to achieve maximum current income consistent with stability of principal by investing exclusively in money market instruments. The Municipal Money Market Fund seeks to achieve maximum current income that is exempt from Federal income tax consistent with stability of principal by investing exclusively in money market instruments. Each Fund will seek to stabilize its share price at $1.00 per share. The Money Market Fund offers two classes of shares, Class A shares and Class C shares. Class C shares may be acquired only through exchange of Class C shares of other Heritage Mutual Funds. The Municipal Money Market Fund offers only Class A shares. AN INVESTMENT IN EITHER FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO GUARANTEE THAT THE $1.00 PER SHARE PRICE WILL BE MAINTAINED. This Prospectus contains information that should be read before investing in either Fund and should be kept for future reference. A Statement of Additional Information dated January 2, 1997 relating to the Funds has been filed with the Securities and Exchange Commission and is incorporated by reference in this Prospectus. A copy of the Statement of Additional Information is available free of charge and shareholder inquiries can be made by writing to Heritage Asset Management, Inc. or by calling (800) 421-4184. FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. [HERITAGE ASSET MANAGEMENT, INC. LOGO] Registered Investment Advisor--SEC 880 Carillon Parkway St. Petersburg, Florida 33716 (800) 421-4184 Prospectus Dated January 2, 19972 TABLE OF CONTENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GENERAL INFORMATION................................................. 1 About the Trust and the Funds..................................... 1 Total Fund Expenses............................................... 1 Financial Highlights.............................................. 3 Differences Between A Shares and C Shares......................... 4 Investment Objectives, Policies and Risk Factors.................. 4 Net Asset Value................................................... 7 Yield............................................................. 8 INVESTING IN THE FUNDS.............................................. 8 Purchase Procedures............................................... 8 Minimum Investment Required/Accounts With Low Balances............ 9 Systematic Investment Programs.................................... 9 Retirement Plans.................................................. 10 How to Redeem Shares.............................................. 10 Receiving Payment................................................. 11 Exchange Privilege................................................ 11 MANAGEMENT OF THE FUNDS............................................. 12 SHAREHOLDER AND ACCOUNT POLICIES.................................... 14 Dividends and Other Distributions................................. 14 Distribution Plans................................................ 14 Taxes............................................................. 15 Shareholder Information........................................... 15 3 GENERAL INFORMATION ABOUT THE TRUST AND THE FUNDS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Heritage Cash Trust (the "Trust") was established as a Massachusetts business trust under a Declaration of Trust dated June 21, 1985. The Trust is an open-end diversified management investment company that offers shares in two separate investment portfolios, the Money Market Fund and the Municipal Money Market Fund, both of which are designed for individuals, institutions and fiduciaries as a convenient means of accumulating an interest in a professionally managed, diversified portfolio limited to money market instruments maturing in 397 days or less. The Money Market Fund offers two classes of shares, Class A shares ("A shares") and Class C shares ("C shares"). C shares may be acquired only through exchange of C shares of another Heritage open-end investment company that is advised or administered by Heritage Asset Management, Inc. ("Heritage Mutual Fund"). The Municipal Money Market Fund offers A shares only. Each Fund requires a minimum initial investment of $1,000, except for certain investment plans for which lower limits may apply. See "Investing in the Funds." TOTAL FUND EXPENSES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shown below are Class A and Class C operating expenses incurred by the Money Market Fund and Class A operating expenses incurred by the Municipal Money Market Fund during the fiscal period ended August 31, 1996. MUNICIPAL MONEY MARKET MONEY MARKET FUND FUND CLASS A CLASS C(1) CLASS A ------- ---------- ------------ SHAREHOLDER TRANSACTION EXPENSES Maximum sales load imposed on purchases........... None None None Maximum contingent deferred sales load ("CDSL") (as a percentage of original purchase price or redemption proceeds, as applicable)............. None 1.00%(2) None Wire redemption fee (per transaction)............. $5.00 $ 5.00 $ 5.00 ANNUAL FUND OPERATING EXPENSES Management fee.................................... 0.47% 0.47% 0.50% 12b-1 distribution fee............................ 0.15% 0.15% 0.15% Other expenses.................................... 0.16% 0.13% 0.12% ----- ------ ------- Total Fund operating expenses..................... 0.78% 0.75% 0.77% ----- ------ ------- ----- ------ ------- - --------------- (1) Class C Annual Fund Operating Expenses are based on expenses incurred during the period February 29, 1996 (first issuance of C shares) to August 31, 1996. (2) A CDSL will be imposed only on the redemption of C shares acquired through an exchange of C shares of another Heritage Mutual Fund that did not satisfy that Fund's CDSL holding period. See "Exchange Privilege." 1 4 The Funds' manager, Heritage Asset Management, Inc. (the "Manager"), voluntarily will waive its fees and, if necessary, reimburse the Money Market Fund to the extent that Class A and Class C annual operating expenses exceed .79% of the average daily net assets attributable to that class for the fiscal year ending August 31, 1997. In addition, the Manager voluntarily will waive its fees and, if necessary, reimburse the Municipal Money Market Fund to the extent that Class A annual operating expenses exceed .77% of the average daily net assets for the fiscal year ending August 31, 1997. To the extent that the Manager waives or reimburses its fees with respect to one class, it will do so with respect to the other class on a proportionate basis. The impact of Fund operating expenses on earnings is illustrated in the example below assuming a hypothetical $1,000 investment, a 5% annual rate of return, and a redemption at the end of each period shown. 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- Total Money Market Fund Operating Expenses -- A shares......................................... $ 8 $25 $43 $ 97 Total Money Market Fund Operating Expenses -- C shares......................................... $ 18 $24 $42 $ 93 Total Municipal Money Market Fund Operating Expenses -- A shares........................... $ 8 $25 $43 $ 95 The impact of Fund operating expenses on earnings is illustrated in the example below assuming a hypothetical $1,000 investment, a 5% annual rate of return, and no redemption at the end of each period shown. 1 YEAR 3 YEARS 5 YEARS 10 YEARS ------ ------- ------- -------- Total Money Market Fund Operating Expenses -- A shares......................................... $8 $25 $43 $ 97 Total Money Market Fund Operating Expenses -- C shares......................................... $8 $24 $42 $ 93 Total Municipal Money Market Fund Operating Expenses -- A shares........................... $8 $25 $43 $ 95 This is an illustration only and should not be considered a representation of future expenses. Actual expenses and performance may be greater or less than that shown above. The purpose of the above tables is to assist investors in understanding the various costs and expenses that will be borne directly or indirectly by shareholders. For a further discussion of these costs and expenses, see "Management of the Funds" and "Distribution Plans." 2 5 FINANCIAL HIGHLIGHTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The following tables show important financial information for an A share of each Fund and a C share of the Money Market Fund outstanding for the periods indicated, including net investment income, dividends, and certain other information. It has been derived from financial statements appearing in the Statement of Additional Information ("SAI"). The Financial Statements and the information in these tables for the fiscal year ended August 31, 1996 have been audited by Price Waterhouse LLP, independent accountants, whose report thereon is included in the SAI, which may be obtained by calling your Fund at (800) 421-4184. Information presented for the years ended August 31, 1995 and prior thereto was audited by other auditors who served as the Trust's independent accountants for those years. MONEY MARKET FUND CLASS A ------------------------------------------------------------------------------------------------ FOR THE YEARS ENDED AUGUST 31, CLASS C ------------------------------------------------------------------------------------------------ -------- 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987 1996+ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------- NET ASSET VALUE, BEGINNING OF PERIOD............. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------- INCOME FROM INVESTMENT OPERATIONS: Net investment income(a)(b)..... .048 .050 .029 .025 .038 .063 .077 .084 .065 .054 .023 LESS DISTRIBUTIONS: Dividends from net investment income and net realized gains (a)........ (.048) (0.050) (.029) (.025) (.038) (.063) (.077) (.084) (.065) (.054) (.023) ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------- NET ASSET VALUE, END OF PERIOD.......... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 ======= ======= ======= ======= ======= ======= ======= ======= ======= ======= ========== TOTAL RETURN% ...... 4.89 5.00 2.87 2.48 3.77 6.27 7.73 8.38 6.46 5.43 2.34(d) RATIOS TO AVERAGE DAILY NET ASSETS (%)/SUPPLEMENTAL DATA: Operating expenses, net(b)........... .78 .79 .79 .78 .78 .79 .81 .90 .94 1.00 .75(c) Net investment income(b)........ 4.78 5.00 2.87 2.47 3.75 6.20 7.73 8.51 6.47 5.45 4.62(c) Net assets at end of period (millions) ($)... 1,641 1,294 982 925 953 890 727 475 230 153 -- - --------------- + For the period February 29, 1996 (first issuance of Class C shares) to August 31, 1996. (a) Includes net realized gains (losses) which were less than $.01 per share. (b) Excludes management fees waived by the Manager in the amount of less than $.001, $.001, $.001, $.001 and $.001 for the year ended August 31, 1987 and the four years ended August 31, 1995 per share, respectively. No management fees were waived or recovered for the years ended August 31, 1988, 1989, 1990, 1991 and 1996. The operating expense ratios including such items would have been .81%, .81%, .81%, .78% and 1.01% (annualized), respectively. (c) Annualized. (d) Not annualized. 3 6 MUNICIPAL MONEY MARKET FUND CLASS A FOR THE YEARS ENDED AUGUST 31, --------------------------------------------------- 1996 1995 1994 1993 1992+ ------ ------ ------ ------ ------ NET ASSET VALUE, BEGINNING OF PERIOD............ $1.000 $1.000 $1.000 $1.000 $1.000 ------ ------ ------ ------ ------ INCOME FROM INVESTMENT OPERATIONS: Net investment income(a)...................... .030 .030 .019 .020 .005 LESS DISTRIBUTIONS: Dividends from net investment income.......... (.030) (.030) (.019) (.020) (.005) ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD.................. $1.000 $1.000 $1.000 $1.000 $1.000 ====== ====== ====== ====== ====== TOTAL RETURN% .................................. 2.98 3.04 1.90 2.02 .47(c) RATIOS TO AVERAGE DAILY NET ASSETS (%)/SUPPLEMENTAL DATA: Operating expenses, net(a).................... .77 .77 .77 .77 .77(b) Net investment income......................... 2.94 3.05 1.89 1.98 2.32(b) Net assets, end of period (millions) ($)...... 326 283 212 207 102 - --------------- + For the period June 17, 1992 (commencement of operations) to August 31, 1992. (a) Excludes management fees waived by the Manager in the amount of less than $.001, $.001, $.001 and $.001 per share for the four periods ended August 31, 1995, respectively. The operating expense ratios including such items would be .79%, .77%, .83% and 1.11% (annualized), respectively. No management fees were waived or recovered for the year ended August 31, 1996. (b) Annualized. (c) Not annualized. DIFFERENCES BETWEEN A SHARES AND C SHARES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The primary difference between the A shares and the C shares of the Money Market Fund lies in the possible imposition of a contingent deferred sales load ("CDSL") on C shares. C shares acquired through an exchange from another Heritage Mutual Fund that were held for a period of less than one year remain subject to the imposition of a CDSL of 1% upon their sale until the combined holding period of such shares other than money market fund shares exceeds one year. INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Money Market Fund's investment objective is to achieve maximum current income consistent with stability of principal. The Municipal Money Market Fund's investment objective is to achieve maximum current income exempt from Federal income tax consistent with stability of principal. Each Fund pursues its investment objective by investing in high quality securities with remaining maturities of 397 days or less. The average dollar-weighted portfolio maturity of money market instruments in each Fund's investment portfolio will be 90 days or less. While there is no assurance that either Fund will achieve its investment objective, each Fund will endeavor to do so by following the investment policies described in this Prospectus. The following is a discussion of each Fund's principal investment securities and practices, including the risks of investing in these securities or engaging in these practices. For more detailed information about these securities and Fund practices, see the SAI. 4 7 MONEY MARKET FUND The money market instruments in which the Money Market Fund may invest include: - - Commercial paper, including U.S. dollar-denominated commercial paper of foreign issuers, and high quality short-term debt obligations, including variable rate demand notes, that are rated in the highest rating category (First Tier Securities) by at least two nationally recognized statistical rating organizations ("NRSROs") (or by one if only one rating is assigned) and in unrated securities determined by the Trust's Board of Trustees (the "Board of Trustees" or the "Board") or the Manager to be of comparable quality. The Fund also may invest up to 5% of its assets in securities receiving the second highest rating (Second Tier Securities) or in unrated securities determined to be of comparable quality. See "Appendix A -- Description of Securities Ratings" in the SAI. - - Marketable obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, including those obligations purchased on a when-issued or delayed-delivery basis and repurchase agreements relating to these obligations. These securities include securities issued and guaranteed by the U.S. Government, such as U.S. Treasury bills, notes, and bonds; obligations backed by the "full faith and credit" of the United States, such as Government National Mortgage Association securities; obligations supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal Home Loan Banks; and obligations supported only by the credit of the issuer, such as those of the Federal Intermediate Credit Banks. - - Instruments such as certificates of deposit, demand and time deposits, savings shares and banker's acceptances of domestic banks and savings and loans that have assets of at least $1 billion and capital, surplus, and undivided profits of over $100 million as of the close of their most recent fiscal year, or instruments that are insured by the Federal Deposit Insurance Corporation ("FDIC"). - - U.S. dollar-denominated certificates of deposit, time deposits, and banker's acceptances of foreign branches of a domestic bank ("domestic Eurodollar certificates") if such bank has assets of at least $1 billion and capital, surplus, and undivided profits of over $100 million as of the close of its most recent fiscal year. - - U.S. dollar-denominated certificates of deposit, time deposits, and banker's acceptances of foreign branches of a foreign bank ("foreign Eurodollar certificates") if such bank has assets that are the equivalent of at least $2 billion as of the close of its most recent fiscal year. - - U.S. dollar-denominated certificates of deposit, time deposits, and banker's acceptances of U.S. branches of a foreign bank ("Yankee certificates") if such bank has assets that are the equivalent of at least $2 billion as of the close of its most recent fiscal year. MUNICIPAL MONEY MARKET FUND As a fundamental policy, the Municipal Money Market Fund normally will invest at least 80% of its net assets in municipal securities, the interest on which is, in the opinion of the issuer's bond counsel, exempt from Federal income tax ("tax-exempt municipal securities") but which may or may not be an item of tax preference for purposes of the Federal Alternative Minimum Tax (the "AMT"). Such interest may be subject to state and/or local income taxes. The remaining portion of the Fund's investment portfolio may be invested in short-term taxable investments. All of the Fund's investments must be determined by the Board or, pursuant to authority delegated by the Board, by Alliance Capital Management L.P. (the "Subadviser") to present minimum credit risks. The instruments in which the Fund may invest include: - - Municipal notes that generally are used to provide for short-term capital needs and generally have maturities of one year or less. These include tax anticipation and revenue anticipation notes that generally 5 8 are issued in anticipation of various seasonal revenues, bond anticipation notes and tax-exempt commercial paper. - - Short-term municipal bonds, including general obligation bonds, that are secured by the issuer's pledge of its faith, credit and taxing power for payment of principal and interest, and revenue bonds, that generally are paid from the revenues of a particular facility or a specific excise or other source. - - Variable rate obligations whose interest rates are adjusted either at predesignated periodic intervals or whenever there is a change in the market rate to which the security's interest rate is tied. Such adjustments minimize changes in the market value of the obligation and, accordingly, enhance the ability of the Fund to maintain a stable net asset value. Variable rate securities may include participation interests in industrial development bonds backed by letters of credit of FDIC member banks having total assets of more than $1 billion. The letters of credit of any single bank will not apply to variable rate obligations constituting more than 10% of the Fund's total assets. Because the Fund invests in securities backed by banks, changes in the credit quality of these banks could cause losses to the Fund and effect its share price. - - Taxable investments including obligations issued or guaranteed by the U.S. Government, its agencies, or instrumentalities, high quality certificates of deposit and bankers' acceptances, prime commercial paper and repurchase agreements with respect to such obligations. The Fund also may invest in stand-by commitments, which may involve certain expenses and risks. Such commitments are not expected to comprise more than 5% of its net assets. The Fund may commit up to 15% of its net assets to the purchase of when-issued securities. The price of when-issued securities, which generally is expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for such securities take place at a later time. Normally, the settlement date occurs from within ten days to one month after the purchase of the issue. The value of when-issued securities may fluctuate prior to their settlement, thereby creating an unrealized gain or loss to the Fund. The Fund also may invest in reverse repurchase agreements and may lend portfolio securities. All of the Fund's municipal securities at the time of purchase will be rated within the two highest quality ratings of Moody's Investors Service, Inc. (Aaa and Aa, MIG-1 and MIG-2, or VMIG-1 and VMIG-2) or Standard & Poor's (AAA and AA, SP-1 and SP-2 or A-1 and A-2), or if unrated, judged by the Board or, pursuant to authority delegated by the Board, by the Subadviser to be of comparable quality. Securities also must meet credit standards applied by the Subadviser. See "Appendix A -- Description of Securities Ratings" in the SAI. Each Fund's investment objective is fundamental and may not be changed without the vote of a majority of the outstanding voting securities of that Fund, as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Except as otherwise stated, all policies of each Fund described in this Prospectus may be changed by the Board of Trustees without shareholder approval. Each Fund also may engage in the following types of investments. The SAI contains more detailed information about each Fund's investment policies and risks. REPURCHASE AGREEMENTS. Repurchase agreements are transactions in which a Fund purchases securities and simultaneously commits to resell the securities to the original seller (a member bank of the Federal Reserve System or securities dealers who are members of a national securities exchange or are market makers in U.S. Government securities) at an agreed upon date and price reflecting a market rate of interest unrelated to the coupon rate or the maturity of the purchased securities. Although repurchase agreements carry certain risks not associated with direct investments in securities, including possible decline in the market value of the underlying securities and delays and costs to a Fund if the other party to the repurchase agreement becomes 6 9 bankrupt, a Fund intends to enter into repurchase agreements only with banks and dealers in transactions believed by the Manager or Subadviser to present minimal credit risks in accordance with guidelines established by the Board of Trustees. RISKS OF FOREIGN BANK INVESTMENTS. Investments in foreign bank instruments, including instruments of foreign branches of domestic banks, present certain additional risks. These risks include the impact of future political and economic developments, the possible establishment of exchange controls and/or the adoption of other governmental restrictions that might affect adversely the payment of principal and interest on such instruments. In addition, there may be less publicly available information about a foreign bank than about a domestic bank. See the SAI for a further discussion of these risks. SECTION 4(2) COMMERCIAL PAPER. Most commercial paper is exempt from registration requirements imposed by federal securities laws. In addition, some commercial paper that is not exempt can be purchased and sold without registration in transactions not involving a public offering pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). The Funds' investments in Section 4(2) commercial paper will be subject to their nonfundamental 10% limitation on investments in illiquid securities, unless the Section 4(2) commercial paper can be sold to qualified institutional buyers ("QIBs") under Rule 144A of the 1933 Act. As permitted by Rule 144A, the Board has adopted guidelines and delegated the daily function of determining and monitoring the liquidity of securities so purchased. Because it is not possible to predict with assurance how the Rule 144A market will develop, the Board will monitor the Funds' investments in Rule 144A securities, focusing on such factors as liquidity and availability of information. This investment practice could have the effect of increasing the level of illiquidity in the Funds to the extent that QIBs become uninterested in purchasing such securities. WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS. The Funds may purchase short-term U.S. Government obligations on a when-issued or delayed-delivery basis (arrangements in which the Fund purchases securities with payment and delivery scheduled for a future time); however, the Funds only will engage in these transactions for the purpose of acquiring portfolio securities consistent with their investment objective and policies, and not for investment leverage. Prior to settlement of these transactions, the market price of the purchased securities may vary from the purchase price. NET ASSET VALUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The net asset values of the Money Market Fund's A shares and C shares and the net asset value of the Municipal Money Market Fund's A shares are calculated by dividing the value of the total assets of each Fund attributable to that class, less liabilities attributable to that class, by the number of shares of that class outstanding. Shares are valued daily at 12:00 p.m. Eastern time immediately after the daily declaration of dividends on each day the New York Stock Exchange ("Exchange") is open. Each Fund will use its best efforts to maintain its net asset value per share at $1.00 by valuing its portfolio securities using the amortized cost method, adding other assets, subtracting liabilities and dividing by the number of shares outstanding. A Fund, however, cannot guarantee that its net asset value per share will always remain at $1.00. For more information on the calculation of net asset value, see "Net Asset Value" in the SAI. 7 10 YIELD - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- From time to time the Funds may advertise "yield" and "effective yield." The Money Market Fund's yield is computed separately for A shares and C shares. Both yield figures are based on historical earnings and are not intended to indicate future performance. The "yield" of a Fund refers to the income generated by an investment in the Fund over a seven-day period. This income is then "annualized." The "effective yield" is calculated similarly but, when annualized, the income earned by an investment in the Fund is assumed to be reinvested. The "effective yield" will be slightly higher than the "average yield" because of the compounding effect of this assumed reinvestment. The Municipal Money Market Fund also may advertise its "tax-equivalent yield." The "tax-equivalent yield" represents the taxable yield a shareholder would have to earn before Federal income tax to equal the Fund's tax-free yield. See "Calculating Yields" in the SAI. INVESTING IN THE FUNDS PURCHASE PROCEDURES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares of each Fund are offered continuously through the Trust's principal underwriter, Raymond James & Associates, Inc. (the "Distributor"), and through other participating dealers or banks that have dealer agreements with the Distributor. The Money Market Fund offers two classes of shares, A shares and C shares. C shares may be acquired only through an exchange of C shares of another Heritage Mutual Fund. See "Exchange Privileges." The Municipal Money Market Fund offers and sells only A shares. You may purchase A shares of a Fund directly by completing and signing the Account Application found in this prospectus, and mailing it, along with your payment, to Heritage Cash Trust - Money Market Fund or Municipal Money Market Fund, as applicable, Heritage Asset Management, Inc., P.O. Box 33022, St. Petersburg, FL 33733. A shares of a Fund also may be purchased through a registered representative of the Distributor, a participating dealer or a participating bank ("Representative") by placing an order for A shares with your Representative, completing and signing the Representative's account application and making your check payable to the fund or the Distributor. The Distributor and certain participating dealers have established automatic purchase procedures ("Sweep Programs") for each Fund's shareholders who maintain a brokerage account with them. Free credit cash balances ("credit balances") arising from sales of securities for cash, redemptions of debt securities, dividend and interest payments and funds received from customers may be invested automatically in A shares on a daily basis. Additional information regarding this privilege can be obtained from your Representative. For shareholders participating in Sweep Programs, Fund accounts may be established as a part of the participating dealer's new account procedure. Shares of a Fund are sold at their net asset value next determined after an order is received by the Manager, in its capacity as transfer agent, without a sales load. Initial and subsequent orders will be considered to be received by the Manager, in its capacity as transfer agent, after payment by check is converted into Federal funds (a commercial bank's deposit with the Federal Reserve Bank that can be transferred to another 8 11 member bank on the same day) normally two days after receiving the check. If payment is made by bank wire, the order will be considered received immediately. However, such orders received by the Manager after 12:00 p.m. Eastern time will not be invested until the next business day. Each Fund reserves the right to reject any purchase request. Purchases of Fund shares by customers of a participating dealer or bank using a Sweep Program usually will be made on the next business day following the day that credit balances are generated in the customer's brokerage account. However, credit balances arising from funds placed in the customer's brokerage account by personal check are subject to that participating dealer or bank's cash availability policy. Due to the foregoing practices, the participating dealer or bank may, under certain circumstances, obtain Federal funds prior to purchasing Fund shares for its customers and may, as a result, realize some benefit because of the delay in investing these funds. Shares may be purchased with Federal funds sent by Federal Reserve or bank wire to: State Street Bank and Trust Company, Boston, Massachusetts, ABA#011-000-028, Account # 3196-769-8. Name of the Fund, (Your Account Number Assigned by the Fund), (Your Name) To open a new account with Federal funds or by wire, you must contact the Manager or your Representative to obtain a Heritage Mutual Fund account number. Commercial banks may elect to charge a fee for wiring funds to State Street Bank and Trust Company. For more information on "How to Buy Shares," see "Investing in the Funds" in the SAI. MINIMUM INVESTMENT REQUIRED/ACCOUNTS WITH LOW BALANCES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Except as provided under "Investment Programs," the minimum initial investment in each Fund is $1,000, and a minimum account balance of $1,000 must be maintained. These minimum requirements may be waived at the discretion of the Manager. In addition, initial investments in Individual Retirement Accounts ("IRAs") may be reduced or waived under certain circumstances. Contact the Manager or your Representative for further information. Due to the high cost of maintaining accounts with low balances, it is currently the Trust's policy to redeem Fund shares in any account if the account balance falls below the required minimum value of $1,000, except for retirement accounts. The shareholder will be given 30 days' notice to bring the account balance to the minimum required or the Trust may redeem shares in the account and pay the proceeds to the shareholder. SYSTEMATIC INVESTMENT PROGRAMS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- A variety of automated investment options are available for the purchase of each Fund's A shares. These plans provide for systematic monthly investments of $50 or more through systematic investing, payroll or government direct deposit, or exchange from another Heritage Mutual Fund. You may change the amount to be automatically invested or may discontinue this service at any time without penalty. If you discontinue this 9 12 service before reaching the required account minimum, the account must be brought up to the minimum in order to remain open. You will receive a periodic confirmation of all activity for your account. For additional information on these options, see the account application or contact the Manager at (800) 421-4184 or your Representative. RETIREMENT PLANS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Shares of either Fund may be purchased as an investment for Heritage IRA plans. In addition, shares may be purchased as an investment for self-directed IRAs, defined contribution plans, Simplified Employer Pension Plans ("SEPs") and other retirement plan accounts. Generally, it will not be advantageous to hold shares of the Municipal Money Market Fund in an IRA or other retirement plans. For more detailed information on the Heritage IRA, please contact the Manager at (800) 421-4184 or your Representative and see "Investing in the Trust" in the SAI. HOW TO REDEEM SHARES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Redemptions of a Fund's shares can be made by: CONTACTING YOUR REPRESENTATIVE. Your Representative will transmit an order to either Fund for redemption by that Fund and may charge you a fee for this service. TELEPHONE REQUEST. You may redeem shares by placing a telephone request to the Manager (800-421-4184) prior to the close of regular trading on the Exchange. If you do not wish to have telephone exchange/redemption privileges, you should so elect by completing the appropriate section of the Account Application. The Trust, Manager, Distributor and their Trustees, directors, officers and employees are not liable for any loss arising out of telephone instructions they reasonably believe are authentic. These parties will employ reasonable procedures to confirm that telephone instructions are authentic. To the extent that the Trust, Manager, Distributor and their Trustees, directors, officers and employees do not follow reasonable procedures, some or all of them may be liable for losses due to unauthorized or fraudulent transactions. For more information on these procedures, see "Redeeming Shares - Telephone Transactions" in the SAI. You may elect to have the funds wired to the bank account specified on the Account Application. Funds normally will be sent the next business day, and you will be charged a wire fee by the Manager (currently $5.00). For redemptions of less than $50,000, you may request that the check be mailed to your address of record, providing that such address has not been changed in the past 30 days. For your protection, all other redemption checks will be transferred to the bank account specified on the Account Application. WRITTEN REQUEST. Fund shares may be redeemed by sending a written request for redemption to "Heritage Cash Trust - Money Market Fund or Municipal Money Market Fund, as applicable, Heritage Asset Management, Inc., P.O. Box 33022, St. Petersburg, FL 33733". Signature guarantees will be required on the following types of requests: redemptions from any account that has had an address change in the past 30 days, redemptions greater than $50,000, redemptions that are sent to an address other than the address of record and exchanges or transfers into other Heritage accounts that have different titles. The Manager will transmit an order to the Fund for redemption. SYSTEMATIC WITHDRAWAL PLAN. Withdrawal plans are available that provide for regular periodic withdrawals of $50 or more on a monthly, quarterly, semiannual or annual basis. Under these plans, sufficient shares of the applicable Fund are redeemed to provide the amount of the periodic withdrawal payment. The 10 13 Manager reserves the right to cancel systematic withdrawals if insufficient shares are available for two or more consecutive months. REDEEMING BY CHECK. At your request, after receipt of a completed signature card and good funds become available in the account, the Manager will establish a checking account for redeeming Fund shares. With a Fund checking account, shares may be redeemed simply by writing a check for $100 or more. The redemption will be made at the net asset value next determined after the Manager presents the check to the Fund. A check should not be written to close an account. If you wish to redeem shares and have the proceeds available, a check may be written on a Fund checking account and negotiated through a local bank where you have an account. Canceled checks will be sent to you each month. All checkwriting transactions are available to you at no charge, except as follows: a $15.00 charge for all attempted check redemptions in which the amount of the check exceeds the available assets in your account; and a $15.00 charge for placing a stop payment order on a check. Please contact the Manager or your Representative for further information, or see "Redeeming Shares" in the SAI. RECEIVING PAYMENT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- If redemption of Fund shares is requested by contacting your Representative, you normally will receive payment by check on the first business day following the receipt of instructions. Redemption payments made by the Manager to shareholders who have elected to redeem Fund shares by written request normally are available to be mailed according to instructions within one day following receipt of a valid redemption request. However, your right to redeem shares or receive payment therefrom may be suspended or postponed at times when the Exchange is closed (other than customary weekend and holiday closings) or during periods of emergency or other periods as permitted by the Securities and Exchange Commission. In the case of any such suspension, you may either withdraw your request for redemption or receive payment based upon the net asset value next determined after the suspension is lifted. If a redemption check remains outstanding after six months, the Manager reserves the right to redeposit those funds into your account. For more information on receiving payment, see "Redeeming Shares - Receiving Payment" in the SAI. EXCHANGE PRIVILEGE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- You may exchange some or all of your shares of each Fund for shares of the same class of any other Heritage Mutual Fund. All exchanges will be based on the respective net asset values of the Heritage Mutual Funds involved. All exchanges are subject to the minimum investment requirements and any other applicable terms set forth in the prospectus for the Heritage Mutual Fund whose shares are being acquired. A sales load will be charged on the exchange of A shares of the Fund for the A shares of a Heritage Mutual Fund equal to that charged on a purchase of such Heritage Mutual Fund shares unless the Fund shares being exchanged were themselves acquired by the exchange of other Heritage Mutual Fund shares. A CDSL of 1% will be imposed on the redemption of C shares of the Money Market Fund acquired through exchange of C shares of another Heritage Mutual Fund if those shares were held for less than one year. Exchanges involving the redemption of shares recently purchased by check will be permitted only after the Heritage Mutual Fund whose shares have been tendered for exchange is reasonably assured that the check has cleared, normally five business days following the purchase date. Shares acquired pursuant to a telephone request for exchange will 11 14 be held under the same account registration as the shares redeemed through such exchange. For a discussion of limitation of liability of certain entities, see "How to Redeem Shares - Telephone Requests." Telephone exchanges can be effected by calling the Manager at (800) 421-4184 or by calling your Representative. In the event that you or your Representative are unable to reach the Manager by telephone, an exchange can be effected by sending a telegram to Heritage Asset Management, Inc. Telephone or telegram requests for an exchange received by the Manager before 12:00 p.m. Eastern time will be effected on that day. Requests for an exchange received after 12:00 p.m. will be effected on the following business day. Due to the volume of calls or other unusual circumstances, telephone exchanges may be difficult to implement during certain time periods. The exchange privilege is available only in states where shares of the Heritage Mutual Fund being acquired may be legally sold. Each Heritage Mutual Fund reserves the right to reject any order to acquire shares through exchange or otherwise to restrict or terminate the exchange privilege at any time. In addition, each Heritage Mutual Fund may terminate this exchange privilege upon 60 days' notice. For further information on this exchange privilege and for a copy of any Heritage Mutual Fund prospectus, contact the Manager or your Representative and see "Exchange Privilege" in the SAI. MANAGEMENT OF THE FUNDS BOARD OF TRUSTEES The business and affairs of each Fund are managed by or under the direction of the Trust's Board of Trustees. The Trustees are responsible for managing the Funds' business affairs and for exercising all the Funds' powers except those reserved to the shareholders. A Trustee may be removed by the other Trustees or a two-thirds vote of the outstanding Fund's shares. INVESTMENT ADVISER, FUND ACCOUNTANT, ADMINISTRATOR AND TRANSFER AGENT Heritage Asset Management, Inc. is the investment adviser, fund accountant, administrator and transfer agent for each Fund. The Manager is responsible for making investment decisions for the Money Market Fund and for reviewing and establishing investment policies for each Fund as well as administering its noninvestment affairs. The Manager is a wholly owned subsidiary of Raymond James Financial, Inc., which, together with its subsidiaries, provides a wide range of financial services to retail and institutional clients. The Manager manages, supervises and conducts the business and administrative affairs of the other Heritage Mutual Funds with net assets totalling approximately $2.6 billion as of November 30, 1996. The Manager's annual investment advisory and administration fee is paid monthly by each Fund to the Manager and is based on its average daily net assets as shown in the charts below. Each Fund pays the Manager directly for fund accounting and transfer agent services. 12 15 MONEY MARKET FUND ADVISORY FEE AS% OF AVERAGE AVERAGE DAILY DAILY NET NET ASSETS ASSETS - --------------------------------------------- First $500 million.......... .500% Second $500 million......... .475% Third $500 million.......... .450% Fourth $500 million......... .425% Fifth $500 million.......... .400% Over $2.5 billion........... .375% MUNICIPAL MONEY MARKET FUND ADVISORY FEE AS% OF AVERAGE AVERAGE DAILY DAILY NET NET ASSETS ASSETS - --------------------------------------------- First $250 million.......... .500% Second $250 million......... .475% Third $250 million.......... .450% Fourth $250 million......... .425% Over $1 billion............. .400% The Manager reserves the right to discontinue any voluntary waiver of its fees or reimbursement to a Fund in the future. The Manager also may recover advisory fees waived in the two previous years. The Manager and the Distributor also are authorized to use the fees paid to them by each Fund to compensate third parties who agree to provide administrative or shareholder services to the Funds. The Manager also may compensate the Distributor or participating dealers or banks for providing certain administrative or shareholder services to each Fund. The Manager, as transfer agent for the Funds, maintains a share account for each shareholder. SUBADVISER The Manager has entered into an agreement with Alliance Capital Management L.P., to provide investment advice and portfolio management services to the Municipal Money Market Fund for a fee payable by the Manager equal to .125% of the Fund's average daily net assets up to $100 million, .10% of average daily net assets from $100 million to $250 million and .05% of average daily net assets exceeding $250 million. Investment decisions for the Municipal Money Market Fund are made by the Subadviser subject to review by the Manager and the Board of Trustees. The Subadviser is a major international investment manager supervising client accounts with assets totaling over $173 billion as of September 30, 1996. The Subadviser serves its clients, primarily major corporate employee benefit funds, public employee retirement systems, investment companies, foundations and endowment funds, with a staff of more than 1,400 employees operating out of 7 domestic offices and the overseas offices of 9 subsidiaries. The Subadviser is a limited partnership whose general partner, Alliance Capital Management Corporation, is an indirect wholly owned subsidiary of The Equitable Life Assurance Society of the United States ("Equitable"). Equitable and two of its subsidiaries own approximately 57% of the outstanding securities of the Subadviser. Equitable, one of the largest life insurance companies in the United States, is a wholly owned subsidiary of The Equitable Companies Incorporated, a holding company controlled by AXA, a member of a large French insurance group. PORTFOLIO TRANSACTIONS Fund purchases of portfolio securities are made from dealers, underwriters and issuers; sales, if any, prior to maturity, are made to dealers and issuers. The Funds normally will not incur any brokerage commission expense on such transactions because money market instruments generally are traded on a "net" basis with dealers acting as principal for their own accounts without a stated commission. The Manager or, for the Municipal Money Market Fund, the Subadviser will effect transactions with those dealers it believes provide the most favorable prices and are capable of providing efficient executions. Subject to those requirements, the Manager or Subadviser, as the case may be, may consider sales of shares of the Funds (and, if permitted by 13 16 law, of other funds for which the Manager or Subadviser, as the case may be, is the adviser or subadviser) as a factor in the selection of broker-dealers to execute portfolio transactions for each Fund. See the SAI for a further discussion of portfolio transactions and brokerage services. SHAREHOLDER AND ACCOUNT POLICIES DIVIDENDS AND OTHER DISTRIBUTIONS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Dividends from net investment income are declared daily and paid monthly. Each Fund's net investment income for Saturdays, Sundays and holidays is declared as a dividend on the next business day. You receive the dividend declared on the day following the date on which your shares are purchased. If you withdraw the entire balance of your account, you will be paid all dividends declared through the date of the withdrawal. Dividends are declared automatically and issued in additional shares of each Fund unless you request cash payments. You also may elect to have your dividends automatically invested in any other Heritage Mutual Fund. Distributions of net short-term capital gain, if any, normally are made once each year near calendar year-end, although such distributions may be made more frequently in order to maintain each Fund's net asset value at $1.00 per share. Distribution options can be changed at any time by notifying the Manager in writing. Dividends paid by the Money Market Fund with respect to its A shares and C shares are calculated in the same manner and at the same time and will be in the same amount relative to the aggregate net asset value of the shares in each class. DISTRIBUTION PLANS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- As compensation for services rendered and expenses borne by the Distributor in connection with the distribution of each class of each Fund's shares and in connection with personal services rendered to shareholders and the maintenance of shareholder accounts, each Fund pays the Distributor a service fee of up to 0.15% of that Fund's average daily net assets attributable to that class of shares. This fee is computed daily and paid monthly. The above-referenced fees paid to the Distributor are made under Distribution Plans (each a "Plan") adopted pursuant to Rule 12b-1 under the 1940 Act. These Plans authorize the Distributor to spend such fees on any activities or expenses intended to result in the sale of a Fund's shares, including: compensation paid to Representatives, advertising, salaries and other expenses of the Distributor relating to selling or servicing efforts; expenses of organizing and conducting sales seminars; printing of prospectuses, SAIs and reports for other than existing shareholders; and preparation and distribution of advertising material and sales literature and other sales promotion expenses. The Distributor has entered into dealer agreements with participating dealers and/or banks who also will distribute shares of the Funds. In addition, the Manager may elect to bear additional expenses incurred by the Distributor and sales agents in providing such services. If a Plan is terminated, the obligation of a Fund to make payments to the Distributor pursuant to the Plan will cease and the Fund will not be required to make any payment past the date the Plan terminates. 14 17 TAXES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Each Fund intends to continue to qualify for treatment as a regulated investment company under the Code so that it will be relieved of Federal income tax on that part of its taxable net investment income and realized net capital gains that is distributed to its shareholders. Dividends paid by the Money Market Fund generally are taxable to its shareholders as ordinary income, notwithstanding that these dividends are paid in additional Fund shares. Distributions by the Municipal Money Market Fund that it designates as "exempt- interest dividends" generally may be excluded from gross income by its shareholders. Interest on indebtedness incurred or continued by a shareholder to purchase or carry Municipal Money Market Fund shares is not deductible. You will receive Federal income tax information regarding dividends after the end of each year including, for the Municipal Money Market Fund, the amount of exempt-interest dividends (and the portion thereof, if any, that is an item of tax preference for purposes of the AMT) and the amount of any taxable dividends. Each Fund is required to withhold 31% of all taxable dividends payable to individuals and certain other non-corporate shareholders who do not provide the Fund with a correct taxpayer identification number or who otherwise are subject to backup withholding. The foregoing is only a summary of the important Federal income tax considerations generally affecting the Funds and their shareholders. See the SAI for a further discussion. There may be other Federal, state or local tax considerations applicable to a particular investor. You therefore are urged to consult your tax adviser. SHAREHOLDER INFORMATION - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Each share of a Fund gives the shareholder one vote in matters submitted to shareholders for a vote, except that, in matters affecting only one Fund, only shares of that Fund are entitled to vote. Both classes of shares of the Money Market Fund have equal voting rights, except that, in matters affecting only a particular class, only shares of that class are entitled to vote. As a Massachusetts business trust, the Trust is not required to hold annual shareholder meetings. Shareholder approval will be sought only for certain changes in the Trust's or a Fund's operation and for the election of Trustees under certain circumstances. Trustees may be removed by the Trustees or by shareholders at a special meeting. A special meeting of shareholders shall be called by the Trustees upon the written request of shareholders owning at least 10% of the Trust's outstanding shares. 15 18 [HERITAGE CASH TRUST(TM) LOGO] MONEY MARKET FUND AND MUNICIPAL MONEY MARKET FUND PROSPECTUS January 2, 1997 Heritage Cash Trust P.O. Box 33022 St. Petersburg, FL 33733 -------------------------------------------- Prospectus INVESTMENT ADVISER/ SHAREHOLDER SERVICING AGENT Heritage Asset Management, Inc. P.O. Box 33022 St. Petersburg, FL 33733 (800) 421-4184 DISTRIBUTOR Raymond James & Associates, Inc. P.O. Box 12749 St. Petersburg, FL 33733 (813) 573-3800 LEGAL COUNSEL Kirkpatrick & Lockhart LLP 110M HAM003
The Securities and Exchange Commission maintains a Web site, http://www.sec.gov, that contains the Statement of Additional Information, material incorporated by reference and other pertinent information.