UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

          ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
                               INVESTMENT COMPANY

                  Investment Company Act file number: 811-04767

                        HERITAGE GROWTH AND INCOME TRUST
                        --------------------------------
               (Exact name of Registrant as Specified in Charter)

                              880 Carillon Parkway
                      St. Petersburg, FL 33716 (Address of
                     Principal Executive Office) (Zip Code)

       Registrant's Telephone Number, including Area Code: (727) 576-8143

                           STEPHEN G. HILL, PRESIDENT
                              880 Carillon Parkway
                            St. Petersburg, FL 33716
                     (Name and Address of Agent for Service)

                                    Copy to:
                           CLIFFORD J. ALEXANDER, ESQ.
                   Kirkpatrick & Lockhart Nicholson Graham LLP
                               1601 K Street, NW
                             Washington, D.C. 20006

Date of fiscal year end:   September 30
Date of Reporting Period:  July 1, 2005 to June 30, 2006



ITEM 1. PROXY VOTING RECORD.


Heritage Growth and Income Trust
Heritage Value Equity Fund*

*On December 23, 2005 Heritage Growth and Income Trust acquired all the assets
of Heritage Value Equity Fund (formerly, a series of Heritage Series Trust (File
Nos. 033-579869; 811-07470)).
- --------------------------------------------------------------------------------







HERITAGE NAME        CUSIP         TICKER   ISSUER                               MEETING DATE    ISSUE
                                                                                  
Growth and Income    594918104     MSFT     Microsoft Corporation                2005 1109       Elect Directors
Growth and Income    594918104     MSFT     Microsoft Corporation                2005 1109       Ratify Auditors
Growth and Income    421933102     HMA      Health Management Associates Inc     2006 0221       Elect Directors
Growth and Income    421933102     HMA      Health Management Associates Inc     2006 0221       Approve Non-Employee Director
                                                                                                 Restricted Stock Plan
Growth and Income    421933102     HMA      Health Management Associates Inc     2006 0221       Ratify Auditors
Growth and Income    902124106     TYC      Tyco International Ltd               2006 0309       Set the maximum number of
                                                                                                 Directors at 12
Growth and Income    902124106     TYC      Tyco International Ltd               2006 0309       Elect Directors
Growth and Income    902124106     TYC      Tyco International Ltd               2006 0309       Elect Director Mackey J. Mcdonald
Growth and Income    902124106     TYC      Tyco International Ltd               2006 0309       Authorization for the Board of
                                                                                                 Directors to appoint an additional
                                                                                                 Director to fill the vacancy
                                                                                                 proposed to be created on the Board
Growth and Income    902124106     TYC      Tyco International Ltd               2006 0309       Ratify Auditors
Growth and Income    44107P104     HST      Host Marriott Corp.                  2006 0405       Issue Shares in Connection with an
                                                                                                 Acquisition
Growth and Income    64057102      BK       The Bank Of New York Co. Inc.        2006 0411       Elect Directors
Growth and Income    64057102      BK       The Bank Of New York Co. Inc.        2006 0411       Elect Director
Growth and Income    64057102      BK       The Bank Of New York Co. Inc.        2006 0411       Ratify Auditors
Growth and Income    64057102      BK       The Bank Of New York Co. Inc.        2006 0411       Provide for Cumulative Voting
Growth and Income    64057102      BK       The Bank Of New York Co. Inc.        2006 0411       Reimbursement of Expenses of
                                                                                                 Opposition Candidates
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Elect Directors
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Ratify Auditors
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Reduce Supermajority Vote
                                                                                                 Requirement
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       End Issuance of Options and
                                                                                                 Prohibit Repricing
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Report on Political Contributions
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Report on Charitable Contributions
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Performance-Based Equity Awards
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Reimbursement of Expenses Incurred
                                                                                                 by Shareholder(s)
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Separate Chairman and CEO Positions
Growth and Income    172967101     C        Citigroup Inc.                       2006 0418       Clawback of Payments Under
                                                                                                 Restatement
Growth and Income    13642L100     COS.UN   Canadian Oil Sands Trust             2006 0425       Appoint PricewaterhouseCoopers LLP
                                                                                                 as Auditors of COSL and Authorize
                                                                                                 Board to Fix Remuneration of
                                                                                                 Auditors
Growth and Income    13642L100     COS.UN   Canadian Oil Sands Trust             2006 0425       Appoint PricewaterhouseCoopers LLP
                                                                                                 as Auditors of the Trust and
                                                                                                 Authorize Board to Fix
                                                                                                 Remuneration of Auditors
Growth and Income    13642L100     COS.UN   Canadian Oil Sands Trust             2006 0425       Elect Directors
Growth and Income    13642L100     COS.UN   Canadian Oil Sands Trust             2006 0425       Approve 1:5 Unit Split
Growth and Income    13642L100     COS.UN   Canadian Oil Sands Trust             2006 0425       Amend Trust Indenture Re: Foreign
                                                                                                 Ownership Constraints

                                                                Page 1


SHAREHOLDER,
MANAGEMENT            VOTED WITH OR     HOW THE
OR ISSUER             AGAINST           FUND CAST
PROPOSAL              MANAGEMENT        ITS VOTE       VOTED?

Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes

                                Page 1 Continued



                                                                                  
Growth and Income    13642L100     COS.UN   Canadian Oil Sands Trust             2006 0425       Approve Computershare Trust
                                                                                                 Company of Canada as Trustee of
                                                                                                 the Trust
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Elect Directors
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Elect Director
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Ratify Auditors
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Restore or Provide for Cumulative
                                                                                                 Voting
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Adopt Policy on Overboarded
                                                                                                 Directors
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Company-Specific -- One Director
                                                                                                 from the Ranks of the Retirees
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Separate Chairman and CEO Positions
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    369604103     GE       General Electric Co.                 2006 0426       Report on Environmental Policies
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Elect Directors
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Ratify Auditors
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Amend Omnibus Stock Plan
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Publish Political Contributions
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Provide for an Independent
                                                                                                 Chairman
Growth and Income    60505104      BAC      Bank of America Corp.                2006 0426       Exclude Reference to Sexual
                                                                                                 Orientation from the Company's EEO
                                                                                                 Statement
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Elect Directors
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Ratify Auditors
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Company-Specific-Reimbursement of
                                                                                                 Stockholder Proposal
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Report on Environmental Impact of
                                                                                                 Drilling in Sensitive Areas
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Report on Political Contributions
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Adopt an Animal Welfare Policy
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Adopt a Human Rights Policy
Growth and Income    166764100     CVX      Chevron Corporation                  2006 0426       Report on Remediation Expenses in
                                                                                                 Ecuador
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Elect Directors
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Ratify Auditors
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Separate Chairman and CEO Positions
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Adopt ILO Standards
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Inform African Americans of Health
                                                                                                 Risks Associated with Menthol
                                                                                                 Cigarettes
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Establish Fire Safety Standards
                                                                                                 for Cigarettes
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Adopt Animal Welfare Policy
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Support Legislation to Reduce
                                                                                                 Smoking
Growth and Income    02209S103     MO       Altria Group Inc.                    2006 0427       Provide Information on Second
                                                                                                 Hand Smoke
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Elect Directors
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Elect Directors
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Ratify Auditors
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Reduce Supermajority Vote
                                                                                                 Requirement

                                                                Page 2


SHAREHOLDER,
MANAGEMENT            VOTED WITH OR     HOW THE
OR ISSUER             AGAINST           FUND CAST
PROPOSAL              MANAGEMENT        ITS VOTE       VOTED?

Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Management            With              For            Yes

                                Page 2 Continued



                                                                                  
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Establish Term Limits for
                                                                                                 Directors
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Social Proposal
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Restore or Provide for Cumulative
                                                                                                 Voting
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Separate Chairman and CEO Positions
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Report on Political Contributions
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Report on Animal Welfare Policy
Growth and Income    717081103     PFE      Pfizer Inc.                          2006 0427       Reort on Animal-based Testing
Growth and Income    25746U109     D        Dominion Resources Inc.              2006 0428       Elect Directors
Growth and Income    25746U109     D        Dominion Resources Inc.              2006 0428       Ratify Auditors
Growth and Income    25746U109     D        Dominion Resources Inc.              2006 0428       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    25746U109     D        Dominion Resources Inc.              2006 0428       Report on Greenhouse Gas Emissions
Growth and Income    25746U109     D        Dominion Resources Inc.              2006 0428       Submit Supplemental Executive
                                                                                                 Retirement Plans to Shareholder
                                                                                                 vote
Growth and Income    620076109     MOT      Motorola Inc.                        2006 0501       Elect Directors
Growth and Income    620076109     MOT      Motorola Inc.                        2006 0501       Elect Director
Growth and Income    620076109     MOT      Motorola Inc.                        2006 0501       Approve Omnibus Stock Plan
Growth and Income    620076109     MOT      Motorola Inc.                        2006 0501       Submit Shareholder Rights Plan
                                                                                                 (Poison Pill) to Shareholder Vote
Growth and Income    902911106     UST      UST Inc.                             2006 0502       Elect Directors
Growth and Income    902911106     UST      UST Inc.                             2006 0502       Ratify Auditors
Growth and Income    902911106     UST      UST Inc.                             2006 0502       Submit Internet Tobacco
                                                                                                 Advertisements to Independent
                                                                                                 Review
Growth and Income    902911106     UST      UST Inc.                             2006 0502       Declassify the Board of Directors
Growth and Income    74834L100     DGX      Quest Diagnostics Inc.               2006 0504       Elect Directors
Growth and Income    74834L100     DGX      Quest Diagnostics Inc.               2006 0504       Ratify Auditors
Growth and Income    74834L100     DGX      Quest Diagnostics Inc.               2006 0504       Increase Authorized Common Stock
Growth and Income    74834L100     DGX      Quest Diagnostics Inc.               2006 0504       Approve Nonqualified Employee
                                                                                                 Stock Purchase Plan
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Elect Directors
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Elect Directors
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Require Advance Notice for
                                                                                                 Shareholder Proposals/Nominations
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Amend Articles/Bylaws/
                                                                                                 Charter-Non-Routine
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Amend Articles/Change in Control
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Adopt Supermajority Vote
                                                                                                 Requirement for Amendments
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Increase Authorized Common Stock
Growth and Income    84265V105     PCU      Southern Copper Corporation          2006 0504       Ratify Auditors
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Elect Directors
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Elect Directors
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Ratify Auditors
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Increase Authorized Common Stock
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Limit Executive Compensation
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Report on Global Warming

                                                                Page 3


SHAREHOLDER,
MANAGEMENT            VOTED WITH OR     HOW THE
OR ISSUER             AGAINST           FUND CAST
PROPOSAL              MANAGEMENT        ITS VOTE       VOTED?

Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Management            With              For            Yes
Management            With              Against        Yes
Management            With              For            Yes
Shareholder           Against           For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Management            With              Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes

                                Page 3 Continued



                                                                                  
Growth and Income    674599105     OXY      Occidental Petroleum Corp.           2006 0505       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    338032204     FSH      Fisher Scientific Intl Inc.          2006 0505       Elect Directors
Growth and Income    338032204     FSH      Fisher Scientific Intl Inc.          2006 0505       Approve Qualified Employee Stock
                                                                                                 Purchase Plan
Growth and Income    338032204     FSH      Fisher Scientific Intl Inc.          2006 0505       Ratify Auditors
Growth and Income    740215108     PDS      Prcision Drilling Trust              2006 0509       Elect Trustees of the Trust
Growth and Income    740215108     PDS      Prcision Drilling Trust              2006 0509       Elect Directors of Precision
                                                                                                 Drilling Corporation
Growth and Income    740215108     PDS      Prcision Drilling Trust              2006 0509       Ratify KPMG LLP as Auditors
Growth and Income    740215108     PDS      Prcision Drilling Trust              2006 0509       Other Business
Growth and Income    141705103     CMX      Caremark Rx Inc.                     2006 0510       Elect Directors
Growth and Income    141705103     CMX      Caremark Rx Inc.                     2006 0510       Social Proposal
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Elect Directors
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Ratify Auditors
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Report Damage Resulting From
                                                                                                 Drilling Inside the National
                                                                                                 Petroleum Reserve
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Submit Supplemental Executive
                                                                                                 Retirement Plans to Shareholder
                                                                                                 vote
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Report Accountability for
                                                                                                 Company's Environmental Impacts
                                                                                                 due to Operation
Growth and Income    20825C104     COP      ConocoPhillips                       2006 0510       Non-Employee Director Compensation
Growth and Income    G84922106     WPL      W.P. Stewart & Company Ltd.          2006 0510       Meeting for Holders of ADRs
Growth and Income    G84922106     WPL      W.P. Stewart & Company Ltd.          2006 0510       Elect Directors
Growth and Income    G84922106     WPL      W.P. Stewart & Company Ltd.          2006 0510       Elect Director
Growth and Income    G84922106     WPL      W.P. Stewart & Company Ltd.          2006 0510       Establish the size of the Board of
                                                                                                 Directors at 12 and authorize
                                                                                                 appointment of new Directors
Growth and Income    G84922106     WPL      W.P. Stewart & Company Ltd.          2006 0510       Ratify Auditors
Growth and Income    G84922106     WPL      W.P. Stewart & Company Ltd.          2006 0510       Ratification of issuances of
                                                                                                 common shares to Directors officers
                                                                                                 and employees
Growth and Income    260543103     DOW      The Dow Chemical Company             2006 0511       Elect Directors
Growth and Income    260543103     DOW      The Dow Chemical Company             2006 0511       Ratify Auditors
Growth and Income    260543103     DOW      The Dow Chemical Company             2006 0511       Report on Remediation Policies in
                                                                                                 Bhopal
Growth and Income    260543103     DOW      The Dow Chemical Company             2006 0511       Report on Genetically Modified
                                                                                                 Organisms
Growth and Income    260543103     DOW      The Dow Chemical Company             2006 0511       Evaluate Potential Links Between
                                                                                                 Company Products and Asthma
Growth and Income    260543103     DOW      The Dow Chemical Company             2006 0511       Report on Security of Chemical
                                                                                                 Facilities
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Elect Directors
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Ratify Auditors
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Put Repricing of Stock Options to
                                                                                                 Shareholder Vote
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Performance-Based Equity Awards
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Separate Chairman and CEO Positions
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Remove Reference to Sexual
                                                                                                 Orientation from EEO Statement

                                                                Page 4


SHAREHOLDER,
MANAGEMENT            VOTED WITH OR     HOW THE
OR ISSUER             AGAINST           FUND CAST
PROPOSAL              MANAGEMENT        ITS VOTE       VOTED?

Shareholder           Against           For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           Against           For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes

                                Page 4 Continued



                                                                                  
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Amend Articles/Bylaws/Charter --
                                                                                                 Call Special Meetings
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Report on Lobbying Activities
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Report on Political Contributions
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Approve Terms of Existing Poison
                                                                                                 Pill
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Provide for Cumulative Voting
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Claw-back of Payments under
                                                                                                 Restatements
Growth and Income    46625H100     JPM      JPMorgan Chase & Co.                 2006 0516       Require Director Nominee
                                                                                                 Qualifications
Growth and Income    94973V107     WLP      Wellpoint Inc.                       2006 0516       Elect Directors
Growth and Income    94973V107     WLP      Wellpoint Inc.                       2006 0516       Approve Omnibus Stock Plan
Growth and Income    94973V107     WLP      Wellpoint Inc.                       2006 0516       Ratify Auditors
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       To receive and adopt the directors
                                                                                                 report and the financial statements
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       To approve the remuneration report
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       Elect Directors
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       Ratify Auditors
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       Remuneration of auditors
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       To Authorize the company to make
                                                                                                 donations to EU political
                                                                                                 organizations and incur EU
                                                                                                 political expenditure
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       Authority to allot shares
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       Disapplication of pre-emption
                                                                                                 rights (indicates a special
                                                                                                 resolution)
Growth and Income    37733W105     GSK      GlaxoSmithKline Plc                  2006 0517       Authority for the company to
                                                                                                 purchase its own shares (indicates
                                                                                                 a special resolution)
Growth and Income    87612E106     TGT      Target Corporation                   2006 0517       Elect Directors
Growth and Income    87612E106     TGT      Target Corporation                   2006 0517       Ratify Auditors
Growth and Income    87612E106     TGT      Target Corporation                   2006 0517       Report Political Contributions/
                                                                                                 Activities
Growth and Income    75734R105     FRZ      Reddy Ice Holdings Inc.              2006 0518       Elect Directors
Growth and Income    75734R105     FRZ      Reddy Ice Holdings Inc.              2006 0518       Elect Directors
Growth and Income    75734R105     FRZ      Reddy Ice Holdings Inc.              2006 0518       Ratify Auditors
Growth and Income    44107P104     HST      Host Hotels & Resorts Inc.           2006 0518       Elect Directors
Growth and Income    44107P104     HST      Host Hotels & Resorts Inc.           2006 0518       Elect Director
Growth and Income    44107P104     HST      Host Hotels & Resorts Inc.           2006 0518       Ratify Auditors
Growth and Income    44107P104     HST      Host Hotels & Resorts Inc.           2006 0518       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    58405U102     MHS      MEDCO Health Solutions Inc.          2006 0524       Elect Directors
Growth and Income    58405U102     MHS      MEDCO Health Solutions Inc.          2006 0524       Ratify Auditors
Growth and Income    871562203     SYGR     Synagro Technologies Inc.            2006 0524       Elect Directors
Growth and Income    871562203     SYGR     Synagro Technologies Inc.            2006 0524       Elect Directors
Growth and Income    871562203     SYGR     Synagro Technologies Inc.            2006 0524       Social Proposal
Growth and Income    404119109     HCA      HCA Inc.                             2006 0525       Elect Directors
Growth and Income    404119109     HCA      HCA Inc.                             2006 0525       Elect Director
Growth and Income    404119109     HCA      HCA Inc.                             2006 0525       Ratify Auditors
Growth and Income    404119109     HCA      HCA Inc.                             2006 0525       Performance-Based
Growth and Income    404119109     HCA      HCA Inc.                             2006 0525       Stock Retention/Holding Period

                                                                Page 5


SHAREHOLDER,
MANAGEMENT            VOTED WITH OR     HOW THE
OR ISSUER             AGAINST           FUND CAST
PROPOSAL              MANAGEMENT        ITS VOTE       VOTED?

Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Shareholder           Against           Against        Yes
Management            Against           Withhold       No
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           Against           For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes

                                Page 5 Continued



                                                                                  
Growth and Income    55607X108     MIC      Macquarie Infrastructure Co Tr       2006 0525       Elect Directors
Growth and Income    55607X108     MIC      Macquarie Infrastructure Co Tr       2006 0525       Ratify Auditors
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Elect Directors
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Elect Directors
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Ratify Auditors
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Provide for Cumulative Voting
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Require a Majority Vote for the
                                                                                                 Election of Directors
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Company-Specific-Nominate
                                                                                                 Independent Director with Industry
                                                                                                 Experience
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Require Director Nominee
                                                                                                 Qualifications
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Non-Employee Director Compensation
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Separate Chairman and CEO Positions
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Review Executive Compensation
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Link Executive Compensation to
                                                                                                 Social Issues
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Report on Political Contributions
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Report on Charitable Contributions
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Amend Equal Employment Opportunity
                                                                                                 Policy to Prohibit Discrimination
                                                                                                 Based on Sexual Orientation
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Report on Damage Resulting from
                                                                                                 Drilling for Oil and gas in
                                                                                                 Protected Areas
Growth and Income    30231G102     XOM      ExxonMobil Corp.                     2006 0531       Report Accountability for
                                                                                                 Company's Environmental Impacts
                                                                                                 due to Operation
Value Equity         31410H101     FD       Federated Dept Stores.               2005 0713       Approve merger agreement
Value Equity         31410H101     FD       Federated Dept Stores.               2005 0713       Elect directors
Value Equity         31410H101     FD       Federated Dept Stores.               2005 0713       Miscellaneous Corporate Governance
Value Equity         31410H101     FD       Federated Dept Stores.               2005 0713       Ratify appointment of Independent
                                                                                                 auditors
Value Equity         31410H101     FD       Federated Dept Stores.               2005 0713       Approve motion to adjourn meeting
Value Equity         313400301     FRE      Freddie Mac.                         2005 0715       Elect Directors
Value Equity         313400301     FRE      Freddie Mac.                         2005 0715       Ratify appointment of Independent
                                                                                                 auditors
Value Equity         913456109     UVV      Universal Corp/Va.                   2005 0802       Elect Directors
Value Equity         026874107     AIG      American International Group.        2005 0811       Elect Directors
Value Equity         026874107     AIG      American International Group.        2005 0811       Ratify appointment of Independent
                                                                                                 auditors
Value Equity         14149Y108     CAH      Cardinal Health Inc.                 2005 1102       Elect Directors
Value Equity         14149Y108     CAH      Cardinal Health Inc.                 2005 1102       Adopt Incentive Stock Option Plan
Value Equity         14149Y108     CAH      Cardinal Health Inc.                 2005 1102       Classify Stagger Board of Directors

                                                                Page 6


SHAREHOLDER,
MANAGEMENT            VOTED WITH OR     HOW THE
OR ISSUER             AGAINST           FUND CAST
PROPOSAL              MANAGEMENT        ITS VOTE       VOTED?

Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            Against           Withhold       No
Management            With              For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes
Shareholder           Against           For            Yes
Shareholder           Against           Against        Yes
Shareholder           Against           Against        Yes

Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes
Management            With              For            Yes

                                Page 6 Continued




- --------------------------------------------------------------------------------
                                   SIGNATURES

        Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Heritage Growth and Income Trust

By:  /s/ K.C. Clark
     --------------
     K.C. Clark
     Executive Vice President
     Principal Executive Officer

Date: August 24, 2006