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