SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-12

HERITAGE CASH TRUST

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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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HERITAGE CASH TRUST
HERITAGE MONEY MARKET FUND
HERITAGE MUNICIPAL MONEY MARKET FUND

880 Carillon Parkway
St. Petersburg, Florida 33716

July 1, 2007

Dear Shareholders:

You are being asked to vote on a proposal to elect and re-elect Trustees to the
Board of Trustees of Heritage Cash Trust (the "Trust") at a Special Meeting of
Shareholders ("Meeting") of the Trust, to be held at 880 Carillon Parkway, St.
Petersburg, Florida 33716 on August 7, 2007 at 4:00 p.m. Eastern Time. The
enclosed documents explain the proposal.

The Board of Trustees ("Board") is unanimously recommending that you approve a
slate of board members that have backgrounds and experiences that are diverse
and relevant to the variety of tasks and issues that face a mutual fund board.
THE BOARD HAS UNANIMOUSLY APPROVED THE PROPOSAL AND RECOMMENDS THAT YOU VOTE FOR
THE PROPOSAL DESCRIBED IN THE PROXY STATEMENT.

We encourage you to read the attached Proxy Statement in full. The information
is designed to help you determine how to cast your vote as a shareholder of the
Trust, and is being provided as a supplement to, and not a substitute for, your
proxy materials.

The Notice of Special Meeting of Shareholders, the accompanying Proxy Statement,
and the proxy card are enclosed. Please read them carefully. If you are unable
to attend the Meeting in person, we urge you to sign, date, and return the proxy
card (or vote by Internet or telephone) so that your shares may be voted in
accordance with your instructions. Voting your shares in a timely manner helps
the Trust avoid additional costs.

Your vote is important to us. Thank you for taking the time to consider this
important matter.

Sincerely yours,

/s/ Stephen G. Hill

Stephen G. Hill
President

HERITAGE CASH TRUST
HERITAGE MONEY MARKET FUND
HERITAGE MUNICIPAL MONEY MARKET FUND
880 Carillon Parkway, St. Petersburg, Florida 33716
(800) 421-4184

-----------------
NOTICE
-----------------

Special Meeting of Shareholders on August 7, 2007

To the Shareholders:

A Special Meeting of Shareholders ("Meeting") of Heritage Cash Trust (the
"Trust") will be held at the offices of Heritage Asset Management, Inc.
("Heritage"), 880 Carillon Parkway, St. Petersburg, Florida 33716 on August 7,
2007 at 4:00 p.m. Eastern Time. The Meeting is being held for the following
purposes:

(1) To elect and re-elect Trustees to the Board of Trustees

(2) To consider and act upon any other business that may properly come
before the meeting or any adjournments thereof.

Item (1) is discussed in greater detail in the attached Proxy Statement
(the "Proposal"). You are entitled to vote at the Meeting and any adjournment
thereof if you owned shares of Heritage Money Market Fund and/or Heritage
Municipal Money Market Fund, each a series of the Trust, at the close of
business on June 6, 2007. If you attend the Meeting, you may vote your shares in
person. Whether or not you intend to attend the Meeting in person, you may vote
in any of the following ways:

(1) INTERNET: Have your proxy card available. Vote on the Internet by
accessing the website address on your proxy card. Enter the control
number from your proxy card. Follow the instructions found on the
website.

(2) TELEPHONE: Have your proxy card available. You may vote by telephone
by calling the toll-free number on your proxy card. Enter the control
number on the proxy card and follow the instructions provided. (A
confirmation of your telephone vote will be mailed to you).

(3) MAIL: Vote, sign, date and return the enclosed proxy card in the
enclosed postage-paid envelope.

By order of the Board of Trustees,

/s/ Andrea N. Mullins

Andrea N. Mullins
Secretary
Heritage Cash Trust

Dated: July 1, 2007
St. Petersburg, Florida

YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO INDICATE VOTING INSTRUCTIONS
ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE
PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU SIGN,
DATE AND RETURN THE PROXY CARD BUT GIVE NO INSTRUCTIONS, YOUR SHARES WILL BE
VOTED "FOR" THE PROPOSAL DESCRIBED ABOVE AND "FOR" OR "AGAINST" ANY OTHER MATTER
ACTED UPON AT THE MEETING IN THE DISCRETION OF THE PERSONS NAMED AS PROXIES.
ALTERNATIVELY, YOU MAY VOTE YOUR PROXY ON THE INTERNET OR BY TELEPHONE IN
ACCORDANCE WITH THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD.
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.

HERITAGE CASH TRUST
HERITAGE MONEY MARKET FUND
HERITAGE MUNICIPAL MONEY MARKET FUND
880 Carillon Parkway, St. Petersburg, Florida 33716
(800) 421-4184

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PROXY STATEMENT
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Special Meeting of Shareholders on August 7, 2007

INTRODUCTION

This Proxy Statement is being furnished to the shareholders of Heritage
Money Market Fund and Heritage Municipal Money Market Fund (each, a "Fund" and
collectively, the "Funds"), each a series of Heritage Cash Trust (the "Trust").
A Special Meeting of Shareholders or any adjournments thereof ("Meeting") will
be held on August 7, 2007 at 4:00 p.m. Eastern Time at the offices of Heritage
Asset Management, Inc. ("Heritage"), 880 Carillon Parkway, St. Petersburg,
Florida 33716 to consider the matters below. It is expected that the Notice of
Special Meeting, Proxy Statement and proxy card will be first mailed to
shareholders on or about July 1, 2007.

As more fully described in this Proxy Statement, the purpose of the Meeting
is to consider the following matters:

(1) To elect and re-elect Trustees to the Board of Trustees (the "Board");

(2) To consider and act upon any other business that may properly come
before the meeting or any adjournments thereof.

The close of business on June 6, 2007, has been established as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting ("Record Date"). Each share will be entitled to one vote at the
Meeting and fractional shares will be entitled to proportionate fractional
votes. As of the Record Date, the Money Market Fund had 4,194,453,227 Class A
shares and 3,582,680 Class C shares outstanding. The Municipal Money Market Fund
had 1,240,198,604 Class A shares outstanding.

THE MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS FOR THE TRUST, INCLUDING
FINANCIAL STATEMENTS, PREVIOUSLY HAVE BEEN FURNISHED TO SHAREHOLDERS. IF YOU
WOULD LIKE TO RECEIVE ADDITIONAL COPIES OF THESE REPORTS, FREE OF CHARGE, PLEASE
WRITE TO THE HERITAGE MUTUAL FUNDS, 880 CARILLON PARKWAY, ST. PETERSBURG,
FLORIDA 33716 OR CALL TOLL-FREE AT 1-800-421-4184. THE REPORTS ALSO ARE
AVAILABLE ON THE TRUST'S WEBSITE AT www.heritagefunds.com AND THE WEBSITE OF THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") AT www.sec.gov.

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PROPOSAL 1: ELECTION OF TRUSTEES
-------------------

The Board of the Trust recommends that shareholders elect members to the
Board. Accordingly, the Board is submitting for election or re-election by
shareholders of the Trust the slate of seven individuals listed below (the
"Nominees").

All Nominees, except Mr. Kinnicutt, currently serve as Trustees of the
Trust. Mr. Kinnicutt has been nominated to serve on the Board. If elected, each
Nominee would serve as a Trustee for life or for a specified term as discussed
below unless the Trustee is removed, resigns or retires. The Trustees who are
deemed not "interested" ("Independent Trustees") as that term is defined in the
Investment Company Act of 1940 (the "1940 Act") have adopted a Board Governance
Policy that requires an Independent Trustee to retire at age 72 for those
Trustees in office prior to August 28, 2000 or at age 70 for those Trustees in
office after that date. In addition, the Independent Trustees have a mandatory
term limit of 15 years of service, except those Independent Trustees who served
as of August 28, 2000.

If elected, it is expected that Mr. Kinnicutt would serve as an Independent
Trustee. Additionally, one Nominee is an Interested Trustee and would serve as
such on the Board.

On May 16, 2007, the Board, including the Independent Trustees, nominated
each of the seven Nominees for election or re-election to the Board. The
Independent Trustees have sought to sustain a Board with members that have
backgrounds and experiences that are diverse and relevant to the variety of
tasks and issues that face a mutual fund board. Pertinent information about each
Nominee as of June 6, 2007, is set forth below.

The persons named as proxies on the enclosed proxy card will vote "FOR" the
election of each Nominee unless the shareholder specifically indicates on his or
her proxy card a desire to withhold authority to vote for any Nominee. Each
Nominee has consented to be named in this Proxy Statement and has indicated a
willingness to serve if elected. Neither the Board nor management has any reason
to believe that any Nominee will be unavailable for election. However, if any of
the Nominees should not be available for election, the persons named as proxies
(or their substitutes) may vote for other persons in their discretion.

INFORMATION CONCERNING NOMINEES

Information is provided below for each Nominee for election at the Meeting.
The table lists information for each Nominee who would serve as an Independent
Trustee. Information for the Nominee who would be deemed an Interested Trustee
by virtue of his position with Heritage Asset Management, Inc. ("Heritage") also
appears in the table. The address of each Nominee is 880 Carillon Parkway, St.
Petersburg, FL 33716.

NUMBER
OF FUNDS
OVERSEEN
PRINCIPAL OCCUPATION DURING PAST OTHER IN FUND
NAME, AGE AND POSITION FIVE YEARS DIRECTORSHIPS COMPLEX
- --------------------------------------------- ------------------------------------------------ ----------------- -----------

INDEPENDENT TRUSTEE NOMINEES:

C. Andrew Graham (66)..... First Financial Advisors, Ltd. None 10
TRUSTEE SINCE 1985 & Graham Financial Partners, LLC
(financial planning, insurance
and investment services) since
1999; Representative, NFP
Securities since 2002.

Keith Jarrett, PhD (57)... Principal, Rockport Funding, LLC None 10
TRUSTEE SINCE 2005 (specialty finance), and Ajax
Partners (investment partnership)
since 2003; Corporate Strategic
Adviser, Vestmark, Inc. (software
solutions venture company) since
2003; President, KBJ, LLC
(investment company) since 2001;
Corporate Strategic Adviser,
Radianz America, Inc. (financial
services information technology)
2004 - 2006; Corporate Strategic
Adviser, Source Media, Inc.
(specialty financial publishing),
2002 - 2004.

Lincoln Kinnicutt (62).... Retired since 2002; Managing None 7
Director of Goldman Sachs 1997 -
2002.

William J. Meurer (62).... Private financial consultant since September Sykes 10
TRUSTEE SINCE 2003 2000. Enterprises,
Inc.

James L. Pappas (63)...... Consultant (corporate finance & strategy); None 10
TRUSTEE SINCE 1989, Lykes Professor of Banking and Finance
LEAD INDEPENDENT University of South Florida College of
TRUSTEE SINCE 2003 Business Administration 1986 - 2006;
President, Graduate
School of Banking at
the University of
Wisconsin 1995 - 2005.

Deborah L. Talbot, PhD (56) Consultant/Advisor; Founder and Chairman of None 10
TRUSTEE SINCE 2002 the Board, Creative Tampa Bay since 2003;
Dean's Advisory Board,
College of Arts and
Sciences, University of
Memphis since 2002;
Member, Academy of
Senior Professionals,
Eckerd College since
1998.

INTERESTED TRUSTEE NOMINEE:

Richard K. Riess(a) (57).. Executive Vice President and Managing None 10
TRUSTEE SINCE 1985 Director for Asset Management of Raymond
James Financial, Inc. since 1998; Chief
Executive Officer of Eagle Asset Management,
Inc. since 1996; Chief Executive Officer of
Heritage since 2000.

- -------------------------------------------
(a) Mr. Riess is an "interested" person of the Trust, as that term is defined by the 1940 Act, by virtue of his affiliations
with Heritage.

As reported to the Trust, the Nominees own shares of the Trust and the Funds thereof as set forth in Exhibit A to this
Proxy Statement. In addition, no Independent Trustee owned shares of Heritage, Heritage Fund Distributors, Inc. or their
affiliates. Exhibit B sets forth the compensation paid to each Nominee by each Fund for the fiscal year 2006; and Exhibit C
sets forth information on the Trust's Officers.

BOARD OF TRUSTEES AND BOARD STRUCTURE

The Board is responsible for supervising the operation of the Trust. It
establishes the major policies, reviews investments, and provides guidelines to
Heritage and others who provide services to the Trust. The Board met four times
during the Trust's last fiscal year. The Board has a Nominating Committee, an
Audit Committee, a Compliance Committee and a Qualified Legal Compliance
Committee.

NOMINATING COMMITTEE

The Nominating Committee consists of Messrs. Jarrett, Meurer, Graham, and
Pappas and Ms. Talbot, each of whom is an Independent Trustee. The primary
responsibilities of the Nominating Committee are to make recommendations to the
Board on issues related to the composition and operation of the Board, and to
communicate with management on those issues. The Nominating Committee also
evaluates and nominates Board member candidates. The Nominating Committee met
once during the Trust's last fiscal year.

In proposing the Nominees, the Nominating Committee also considered certain
other factors including, but not limited to, the general knowledge, background
and experience of each Nominee. Specifically, the Nominating Committee
considered whether Nominees possess a high level of integrity, appropriate
experience and a commitment to fulfill the fiduciary duties inherent in Board
membership. The Nominating Committee also considered the extent to which a
candidate possesses sufficiently diverse skill sets and characteristics that
would contribute to the Board's overall effectiveness.

The Nominating Committee may consider recommendations for potential
candidates from any source, including Board members, Fund shareholders, legal
counsel to the Independent Trustees or other such sources as the Committee deems
appropriate. In determining potential candidates' qualifications for Board
membership, the Committee may consider all factors it may determine to be
relevant to fulfilling the role of being a member of the Board.

The Nominating Committee may consider potential candidates for nomination
identified by one or more shareholders of a Fund. Shareholders can submit
recommendations in writing to the attention of the Chairperson of the Committee
at an address to be maintained by Fund management for this purpose. In order to
be considered by the Committee, any shareholder recommendation must include
certain information, such as the candidate's name, date of birth, education,
business, professional or other relevant experience and areas of expertise,
current business, professional or other relevant experience and areas of
expertise, current business and home addresses and contact information, other
board positions or prior experience and any knowledge and experience relating to
investment companies and investment company governance. Successful candidates
must meet several other criteria as set forth in the Nominating Committee
charter, which is attached as Exhibit D to this proxy statement.

AUDIT COMMITTEE

The Audit Committee currently consists of Messrs. Jarrett, Meurer and
Pappas, each of whom is an Independent Trustee. Mr. Meurer serves as Chair of
the Audit Committee. The primary responsibilities of the Audit Committee are, as
set forth in its charter, to oversee and monitor: the accounting and financial
reporting and practices of the Trust; internal audit controls and procedures
relating to financial reporting; the Trust's independent public accountants,
including their qualifications, independence and performance (including the fees
charged by accountants); the integrity, quality and objectivity of the financial
statements of the Trust; and the process for reviewing the integrity and
soundness of the Trust's internal controls relating to financial reporting. The
Audit Committee met five times during the Trust's last fiscal year.

COMPLIANCE COMMITTEE

The Compliance Committee consists of Ms. Talbot and Mr. Graham, each of
whom is an Independent Trustee. Ms. Talbot serves as Chair of the Compliance
Committee. The primary responsibilities of the Compliance Committee are to
oversee the Trust's compliance with all regulatory obligations arising under the
applicable federal securities laws, rules and regulations and oversee
management's implementation and enforcement of each Trust's compliance policies
and procedures. The Compliance Committee met four times during the Trust's last
fiscal year.

QUALIFIED LEGAL COMPLIANCE COMMITTEE

The Qualified Legal Compliance Committee consists of Messrs. Jarrett,
Meurer and Pappas, each of whom is an Independent Trustee. The primary
responsibility of the Qualified Legal Compliance Committee is to receive, review
and take appropriate action with respect to any report made or referred to the
Committee by an attorney of evidence of a material violation of applicable U.S.
federal or state securities law, material breach of a fiduciary duty under U.S.
federal or state law or a similar material violation by any of the Trusts or by
any officer, director, employee, or agent of the Trust. The Qualified Legal
Compliance Committee did not meet during the Trust's last fiscal year.

REQUIRED VOTE AND BOARD'S RECOMMENDATION

Election of each Nominee as a Trustee requires the vote of a plurality of
the votes cast at the Meeting in person or by proxy by all shares of the Trust,
provided that a quorum is present. Shareholders who vote FOR Proposal 1 will
vote FOR each Nominee. THOSE SHAREHOLDERS WHO WISH TO WITHHOLD THEIR VOTE ON ANY
SPECIFIC NOMINEE(S) MAY DO SO ON THE PROXY CARD.

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THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL 1.
------------------

VOTING INFORMATION

If the enclosed proxy card is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. A proxy may nevertheless be revoked at any time prior
to its use by written notification received by the Trust, by the execution of a
subsequently dated proxy or by attending the Meeting and voting in person.
However, if no instructions are specified on a proxy, shares will be voted "FOR"
Proposal (1) above, and "FOR" or "AGAINST" any other matters acted upon at the
Meeting in the discretion of the persons named as proxies.

QUORUM AND ADJOURNMENT: The presence at the Meeting, in person or by proxy,
of shareholders entitled to cast a majority of outstanding shares of the Trust
is required for a quorum for Proposal 1. The affirmative vote of less than a
majority of the votes entitled to be cast represented in person or by proxy is
sufficient for adjournments. In such case, the persons named as proxies will
vote those proxies, which they are entitled to vote in favor of such item "FOR"
such an adjournment, and will vote those proxies required to be voted against
such item "AGAINST" such an adjournment. A shareholder vote may be taken on the
proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate.

REQUIRED VOTE: For Proposal 1, the affirmative vote of a plurality of the
votes of the Trust cast at the Meeting on the election of Trustees is required
to elect a Trustee.

Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be counted as votes cast. Accordingly, abstentions and
broker non-votes will have no impact on Proposal 1 to elect Trustees because the
required vote is a plurality of the votes cast at the Meeting.

OTHER MATTERS

No business, other than as set forth above, is expected to come before the
Meeting. Should any other matters requiring a vote of shareholders properly come
before the Meeting, the persons named in the enclosed proxy will vote thereon in
accordance with their best judgment in the interests of the Funds. Heritage Fund
Distributors, Inc. ("HFD") P.O. Box 33022, St. Petersburg, Florida 33733 serves
as the Trust's principal underwriter.

INFORMATION ON THE TRUST'S INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP ("PwC"), 4221 W. Boy Scout Blvd., Suite 200,
Tampa, Florida 33607 serves as the independent registered certified public
accounting firm for the Trust. Representatives of PwC are not expected to be
present at the Meeting but have been given the opportunity to make a statement
if they so desire and will be available should any matter arise requiring their
presence. Exhibit G provides additional information on audit and other fees
billed by PwC.

SOLICITATION OF PROXIES

The solicitation of proxies will be made primarily by mail but may also be
made by telephone by Heritage. All expenses in connection with preparing this
Proxy Statement and its enclosures and solicitation expenses that relate to
Proposal 1 will be borne by the Trust.

If votes are recorded by telephone, Heritage and/or Broadridge will use
procedures designed to authenticate shareholders' identities to allow
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that shareholders' instructions have been properly
recorded. Shareholders also may vote through a secure Internet site or by mail.
Proxies by Internet or telephone may be revoked at any time before they are
voted in the same manner that proxies voted by mail may be revoked.

SHAREHOLDER PROPOSALS

As a general matter, the Trust does not hold regular annual or other
meetings of shareholders. Any shareholder who wishes to submit proposals to be
considered at a special meeting of shareholders should send such proposals to
the Trust at 880 Carillon Parkway, St. Petersburg, Florida 33716, so as to be
received a reasonable time before the proxy solicitation for that meeting is
made. Shareholder proposals that are submitted in a timely manner will be
provided to Board members for their consideration but not necessarily be
included in proxy materials for the Trust or a Fund. Inclusion of such proposals
is subject to limitations under the federal securities laws.

By order of the Board of Trustees,

/s/ Andrea N. Mullins

Andrea N. Mullins
Secretary
Heritage Cash Trust

Dated: July 1, 2007
St. Petersburg, Florida

EXHIBIT A

TRUSTEE SHARE OWNERSHIP

The following table sets forth the dollar range of equity securities beneficially owned by each Nominee in the Funds as of
June 6, 2007.

- --------------------------------------------------------------------------------------------------------------------------------
DOLLAR RANGE
OF EQUITY INTERESTED
SECURITIES OWNED: NOMINEE: INDEPENDENT NOMINEES:
- --------------------------------------------------------------------------------------------------------------------------------

Richard K. C. Andrew Keith Lincoln William J. James L. Deborah L.
Riess Graham Jarrett Kinnicutt(a) Meurer Pappas Talbot
- --------------------------------------------------------------------------------------------------------------------------------
HCT - Money Market Fund Over $0 $10,001- $10,001- $1 to Over $1 to
$100,000 $50,000 $50,000 $10,000 $100,000 $10,000
- --------------------------------------------------------------------------------------------------------------------------------
HCT - Municipal Money Market $0 $0 $0 $0 $0 $0 $0
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Aggregate Dollar Range of Over Over $10,001- Over Over Over $50,001-
Securities in Heritage $100,000 $100,000 $50,000 $100,000 $100,000 $100,000 $100,000
Mutual Funds(b)
- --------------------------------------------------------------------------------------------------------------------------------

(a) Mr. Kinnicutt currently serves only on the Board of Heritage Growth and Income Trust, Heritage Income Trust and Heritage
Series Trust. He does not serve on the Board of Heritage Cash Trust or Heritage Capital Appreciation Trust.
(b) The Heritage Mutual Funds consist of the Money Market Fund and Municipal Money Market Fund, each a series of Heritage
Cash Trust, Heritage Capital Appreciation Trust, Heritage Growth and Income Trust, High Yield Bond Fund, a series of
Heritage Income Trust and Core Equity Fund, Diversified Growth Fund, International Equity Fund, Mid Cap Stock Fund and
Small Cap Stock Fund, each a series of Heritage Series Trust.

EXHIBIT B
NOMINEE COMPENSATION

The following table shows the compensation earned by each Trustee based on
the Trust's last fiscal year. No Trustee will receive any benefits upon
retirement. Thus, no pension or retirement benefits have accrued as part of any
Trust's expenses. No officer, director or employee of Heritage, except for the
Trust's Chief Compliance Officer, receives any compensation from the Trust for
acting as a director or officer.

- ----------------------------------------------------------------------------------------------------------------------------
TOTAL
COMPENSATION
AGGREGATE FROM THE TRUSTS
NAME OF COMPENSATION & THE HERITAGE
PERSON FROM THE TRUST MUTUAL FUNDS(B)
- ----------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR INDEPENDENT TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------

C. Andrew Graham $ 7,507.05 $ 39,015.38
- ----------------------------------------------------------------------------------------------------------------------------
Keith Jarrett $ 7,551.95 $ 11,597.16
- ----------------------------------------------------------------------------------------------------------------------------
William J. Meurer $ 8,296.50 $ 42,855.81
- ----------------------------------------------------------------------------------------------------------------------------
James L. Pappas $ 8,146.50 $ 42,630.81
- ----------------------------------------------------------------------------------------------------------------------------
Deborah L. Talbot $ 8,061.22 $ 41,733.65
- ----------------------------------------------------------------------------------------------------------------------------
Lincoln Kinnicutt(a) $0 $0
- ----------------------------------------------------------------------------------------------------------------------------
NOMINEE FOR INTERESTED TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------
Richard K. Riess $0 $0
- ----------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------
(a) Mr. Kinnicutt currently serves only on the Board of Heritage Growth and Income Trust, Heritage Income Trust and Heritage
Series Trust. He does not serve on the Board of Heritage Cash Trust or Heritage Capital Appreciation Trust.

(b) The Heritage Mutual Funds consist of the Money Market Fund and Municipal Money Market Fund, each a series of Heritage Cash
Trust, Heritage Capital Appreciation Trust, Heritage Growth and Income Trust, High Yield Bond Fund, a series of Heritage
Income Trust and Core Equity Fund, Diversified Growth Fund, International Equity Fund, Mid Cap Stock Fund and Small Cap
Stock Fund, each a series of Heritage Series Trust.

EXHIBIT C

INFORMATION ABOUT OFFICERS

- --------------------------------------------------------------------------------

POSITION, TERM OF OFFICE
NAME AND AND LENGTH OF TIME PRINCIPAL OCCUPATION
AGE SERVED(a) DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
Stephen G. President since 2005 President of Heritage and
Hill (47) Heritage Mutual Funds since
2005; President and Chief
Operating Officer of Eagle Asset
Management, Inc. ("Eagle") since
2000; President and Chief
Executive Officer of Awad Asset
Management, Inc. ("Awad")
December 1999 to April 2001 and
August 2004 to present; Director
of Awad since 1998; Director of
Heritage since 1994; Director of
Eagle since 1995; Chief
Operating Officer of Heritage
Fund Distributors since April
2007; Director of Heritage Fund
Distributors, Inc. since 2005.
- --------------------------------------------------------------------------------
Mathew J. Senior Vice President and Senior Vice President of
Calabro (40) Principal Executive Officer Heritage Fund Distributors, Inc.
since 2007 since May 2007; Senior Vice
President of Heritage since
2005; Chief Compliance Officer
of Heritage and Heritage Mutual
Funds 2005 - 2007; Vice
President of Heritage 1996
-2005.
- --------------------------------------------------------------------------------
H. Peter Vice President since 2003 Senior Vice President and
Wallace (62) Director of Fixed Income
Investments of Heritage since
1993.
- --------------------------------------------------------------------------------
Andrea N. Treasurer since 2003; Treasurer and Vice President of
Mullins (39) Principal Financial Officer Finance of Heritage since 2003;
and Secretary since 2004 Vice President of Fund
Accounting of Heritage since
1996.
- --------------------------------------------------------------------------------
Susan L. Chief Compliance Officer since Director of Compliance for
Walzer (39) 2007 Heritage and Heritage Mutual
Funds 2005 to March 2007;
Associate Corporate Counsel for
Raymond James Financial, Inc.
2003 to 2005; Vice President of
Operations and Administration
for Raymond James & Associates,
Inc. 1997 - 2003.
- --------------------------------------------------------------------------------
Deborah A. Assistant Secretary since 2000 Compliance Advisor II of
Malina (40) Heritage since 2004; Compliance
Administrator of Heritage 2000 -
2004.
- --------------------------------------------------------------------------------
(a) Each officer serves for one-year terms.

EXHIBIT D

NOMINATING COMMITTEE CHARTER

HERITAGE CASH TRUST
HERITAGE CAPITAL APPRECIATION TRUST
HERITAGE GROWTH AND INCOME TRUST
HERITAGE INCOME TRUST
HERITAGE SERIES TRUST
A. PURPOSE
-------

The Boards of Trustees of the investment companies listed above (each a
"Trust" and, collectively, the "Trusts") have created a Nominating Committee
("Committee"). The purpose of the Committee is threefold:

1. Identify and recommend for nomination candidates to serve as Board
members who are not "interested persons" of the Trusts ("Independent
Trustees") as that term is defined in the Investment Company Act of
1940 ("1940 Act");

2. Evaluate and make recommendations to the full Board regarding
potential Board candidates who are "interested persons" of the Trusts
("Interested Persons") as that term is defined by the 1940 Act; and

3. Review periodically the workload and capabilities of Independent
Trustees and, as the Committee deems appropriate, make recommendations
to the Board if such a review suggests that changes to the size or
composition of the Board are warranted.

B. COMMITTEE MEMBERSHIP
--------------------

1. Composition. The Committee shall be composed solely of Independent
Trustees.

2. Compensation. The Board shall determine the compensation of Committee
members, including the Committee Chairperson.

3. Selection and Removal. The Board shall appoint members of the
Committee and a Chairperson of the Committee for one-year terms. There
is no limit on the number of consecutive terms that a Committee member
or a Chairperson can serve. By a majority vote, the Board may remove
or replace members of the Committee and designate a different member
as Chairperson for any reason at any time.

C. MEETINGS AND PROCEDURES
-----------------------

1. MEETINGS. The Committee shall meet on an as-needed basis to carry out
its duties under this Charter. Meetings may be called by the
Chairperson of the

Committee or by a majority of the Committee members. Meetings shall be
chaired by the Chairperson or, in his or her absence, by a member
chosen by the Committee. Meetings may be conducted with members
present in person or by telephone or other communications facilities
that permit all persons participating in the meeting to hear or
communicate with each other. A majority of the members of the
Committee shall constitute a quorum for the transaction of business.
The act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the Committee.

2. MINUTES. The Committee shall keep minutes of its meetings and provide
copies of such minutes to each full Board for its review.

3. ANNUAL REVIEW. The Committee shall review this Charter at least
annually and recommend any necessary changes to the Board.

4. INVITATIONS TO MEETINGS. The Committee may request that a non-member
with information on a potential Board candidate attend a meeting of
the Committee or meet with any members of, or consultants to, the
Committee.

5. INDEPENDENT ADVISERS. The Committee shall have the authority, to the
extent it deems necessary or appropriate and without seeking approval
of each full Board, to retain special legal, accounting or other
advisers. Each Trust shall provide appropriate funding, as determined
by the Committee, for payment of ordinary administrative Committee
expenses, as well as for compensation to any advisers retained by the
Committee.

6. SELF-EVALUATION. The Committee shall periodically review the
effectiveness of the Committee and its members.

D. RESPONSIBILITY OF THE COMMITTEE
-------------------------------

1. CANDIDATE IDENTIFICATION AND RECOMMENDATION. The Committee shall
identify and recommend to the Board the selection and nomination of
candidates for Independent Trustee. The Committee shall consider
recommendations for potential candidates from any source it deems
appropriate--Board members, Fund shareholders, legal counsel to the
Independent Trustees or other such sources as the Committee deems
appropriate.

2. CANDIDATE EVALUATIONS. The Committee shall evaluate potential
candidates' qualifications for Board membership and their independence
from each Fund's investment adviser and other principal service
providers. The Committee shall consider the effect of any
relationships delineated in the 1940 Act or other types of
relationships, E.G., business, financial or family relationships with
the investment adviser(s) or other principal service providers, which
might impair independence. In determining potential candidates'
qualifications for Board membership, the Committee may consider all
factors it may determine to be relevant to fulfilling the role of
being a member of the Board.

a. CRITERIA FOR SELECTING NOMINEES.
-------------------------------

The Committee shall nominate candidates for new or vacant
Board positions based on its evaluation of which applicants
or potential candidates are most qualified to serve and
protect the interests of each Trust's shareholders and to
promote the effective operation of the Board. In order for
the Committee to consider an applicant or potential
candidate, the Committee initially must receive at least the
following information regarding such person: (1) name; (2)
date of birth; (3) education; (4) business, professional or
other relevant experience and areas of expertise; (5)
current business, professional or other relevant experience
and areas of expertise; (6) current business and home
addresses and contact information; (7) other board positions
or prior experience; and (8) any knowledge and experience
relating to investment companies and investment company
governance (collectively, "Preliminary Information").

A successful candidate must qualify as an Independent
Trustee under the 1940 Act and should have certain uniform
characteristics, such as a very high level of integrity,
appropriate experience, and a commitment to fulfill the
fiduciary duties inherent in Board membership. The Committee
also shall consider the extent to which potential candidates
possess sufficiently diverse skill sets and diversity
characteristics that would contribute to the Board's overall
effectiveness.

b. SUBMISSIONS BY SHAREHOLDERS OF POTENTIAL NOMINEES.
-------------------------------------------------

The Committee shall consider potential candidates for
nomination identified by one or more shareholders of a
Trust. Shareholders can submit recommendations in writing to
the attention of the Chairperson of the Committee at an
address to be maintained by Trust management for this
purpose. In order to be considered by the Committee, any
shareholder recommendation must include the Preliminary
Information set forth in subsection 2.a above.

Following an initial evaluation by the Committee based on
the Preliminary Information, a successful candidate proposed
by a shareholder must:

(1) demonstrate the integrity, experience, sound business
judgment, talents and commitment necessary to fulfill the
fiduciary duties inherent in Board membership and to add
value to the Board's performance of its duties;

(2) be prepared to submit written answers to a questionnaire
seeking professional and personal information that will
assist the Committee to evaluate the candidate and to
determine, among other matters, whether the

candidate would be an Independent Trustee under the 1940 Act or
otherwise have material relationships with key service providers
to the Trusts;

(3) submit character references and agree to appropriate
background checks;

(4) demonstrate the disposition to act independently from
management, but effectively within a Board composed of
numerous members;

(5) be willing to meet with one or more members of the
Committee at a time and location convenient to those
Committee members in order to discuss the candidate's
qualifications; and

(6) if nominated and elected, be able to prepare for and
attend in person Board and Committee meetings at various
locations in the United States.

3. EVALUATION OF CANDIDATES FOR NOMINATION AS INTERESTED TRUSTEES. The
Committee shall evaluate those Interested Persons who are proposed by
management of the Trusts to serve as Board members and then make
appropriate recommendations to the Board regarding such proposed
nominees. The Committee shall review such information as it deems
appropriate in order to make this evaluation. At its option, the
Committee also can seek to interview any such potential nominee.

4. BOARD COMPOSITION. The Committee shall periodically review the
composition of the Board and the backgrounds of the Board members to
determine whether it may be appropriate to recommend adding or
removing Trustees, and propose to the Board and the Independent
Trustees changes to the number of positions on the Board and the
addition or removal of Trustees.

August 31, 2004

EXHIBIT E

HERITAGE
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS

The table below lists the name, address and principal occupation of the
principal executive officers and each director or general partner of Heritage,
as well as the Fund officers and Trustees who have a position with Heritage.

- --------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
Richard K. Riess Heritage Asset Management, Inc.
880 Carillon Parkway Chief Executive Officer, April 2000 -
St. Petersburg, Florida 33716 present Director, June 1985 - present

Eagle Asset Management, Inc.
Chief Executive Officer, October 1996 -
present Director, July 1988 - present

Raymond James Financial, Inc.
Executive Vice President, Managing
Director Asset Management Group, May
1998 - present

Heritage Mutual Funds
Trustee, June 1985 - present
President, October 2000 - November 2005
- --------------------------------------------------------------------------------
Stephen G. Hill Heritage Asset Management, Inc.
880 Carillon Parkway President, April 1989 - March 2000 and
St. Petersburg, Florida 33716 November 2005 - present Director, December
1994 - present

Heritage Mutual Funds
President, November 2005 - present

Eagle Asset Management, Inc.
President and Chief Operating Officer,
April 2000 - present Director, January
1995 - present

Awad Asset Management, Inc.
President and Chief Executive
Officer, December 1999 - April
2001 and August 2004 - present
Director, October 1998 - present

Heritage Fund Distributors, Inc.
Director, November 2005 - present
- --------------------------------------------------------------------------------

NAME AND ADDRESS PRINCIPAL OCCUPATION
- --------------------------------------------------------------------------------
Richard J. Rossi Heritage Asset Management, Inc.
880 Carillon Parkway Executive Vice President, November 2005 -
St. Petersburg, Florida 33716 present
Director, November 2005 - present

Heritage Fund Distributors, Inc.
President, November 2005 - present
Director, November 2005 - present

Eagle Asset Management, Inc.
Executive Vice President, October 2000 -
present
- --------------------------------------------------------------------------------
Jeffrey P. Julien Heritage Asset Management, Inc.
880 Carillon Parkway Director, June 1985 - present
St. Petersburg, Florida 33716
Raymond James Financial, Inc.
Senior V.P./Finance and Chief Financial
Officer, August 1983 - present
- --------------------------------------------------------------------------------
Mathew J. Calabro Heritage Asset Management, Inc.
880 Carillon Parkway Director, May 2007 - present
St. Petersburg, Florida 33716 Senior Vice President, June 2005 - present
Chief Compliance Officer, October 2005 -
March 2007
Vice President, December 1996 - May 2005

Heritage Mutual Funds
Principal Executive Officer, March 2007 -
present
Chief Compliance Officer, October 2005 -
March 2007
- --------------------------------------------------------------------------------
Andrea N. Mullins Heritage Asset Management, Inc.
880 Carillon Parkway Vice President, December 1996 - present
St. Petersburg, Florida 33716 Treasurer, May 2003 - present

Heritage Mutual Funds
Treasurer, May 2003 - present
Secretary, May 2004 - present
- --------------------------------------------------------------------------------
Susan L. Walzer Heritage Asset Management, Inc.
880 Carillon Parkway Chief Compliance Officer, March 2007 -
St. Petersburg, Florida 33716 present
Vice President, Director of Compliance
October 2005 - March 2007

Heritage Mutual Funds
Chief Compliance Officer, March 2007 -
present

Raymond James Financial, Inc.
Associate Corporate Counsel, February 2003
- October 2005

Raymond James & Associates, Inc.
Vice President, Operations, October 1997 -
February 2003
- --------------------------------------------------------------------------------

EXHIBIT F

PRINCIPAL SHAREHOLDERS

The following shareholders are shown on the Funds' records as owning,
beneficially or of record, more than 5% of the outstanding shares of any class
of a Fund as of June 6, 2007:

- ------------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NAME AND ADDRESS OF NUMBER OF CLASS OF
FUND AND CLASS BENEFICIAL OWNER SHARES OWNED FUND OWNED
- ------------------------------------------------------------------------------------------------------------

Municipal Money Raymond James & Associates, Inc. 252,219 7%
Market Fund - Class A FBO Capitol Lte, 880 Carillon
Parkway, St. Petersburg, FL 33716
- ------------------------------------------------------------------------------------------------------------

To the best knowledge of Fund management, as of the Record Date, the Trustees and officers of each Fund, as
a group, beneficially or of record, owned less than 1% of the outstanding shares of each class of each Fund.

EXHIBIT G

INFORMATION ABOUT AUDIT AND OTHER FEES

AUDIT FEES

The following table shows the aggregate fees billed(a) to the Trust by
PricewaterhouseCoopers, LLP ("PwC"), the Trust's independent registered
certified public accounting firm, for each of the indicated fiscal years for
professional services rendered in connection with the audit of the Trust's
annual financial statements or services that are normally provided by PwC in
connection with statutory and regulatory filings or engagements:

TRUST YEAR END 2006 2005
------------------------ --------------- -------------- -------------
Cash Trust............. August 31 $ 52,000 $ 48,000

AUDIT-RELATED FEES

PwC did not bill the Trust during the last two fiscal years for assurance
and other services which are reasonably related to the performance of the
Trust's audit and not reported as audit fees. PwC billed Heritage and any entity
controlling, controlled by, or under common control with Heritage for assurance
and other services directly related to the operations and financial reporting of
the Trust $0 for the year ended August 31, 2005, and $0 for the year ended
August 31, 2006.

TAX FEES

The following table shows the aggregate tax fees billed to the Trust by PwC
for each of the indicated fiscal years for tax compliance, tax advice, and tax
planning services:

TRUST YEAR END 2006 2005
------------------------ --------------- -------------- -------------
Cash Trust............. August 31 $ 10,000 $ 6,000

ALL OTHER FEES

For the Trust's last two respective fiscal years, the Trust, Heritage and
any entity controlling, controlled by, or under common control with Heritage
paid PwC no other fees.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee Charter of the Trust provides that the Audit Committee
(comprised of the Independent Trustees of the Trust) is responsible for
pre-approval of all auditing services performed for the Trust. The Audit
Committee reports to the Board regarding its approval of the engagement of the
auditor and the proposed fees

for the engagement, and the majority of the Board (including the members of the
Board who are Independent Trustees) must approve the auditor at an in-person
meeting. The Audit Committee also is responsible for pre-approval (subject to
the DE MINIMUS exception for non-audit services described in the Securities
Exchange Act of 1934, as amended, and applicable rule thereunder and not
expecting to exceed $5,000) of all non-auditing services performed for the
registrant or for any service affiliate of registrant. The Audit Committee
Charter also permits a designated member of the audit committee to pre-approve,
between meetings, one or more non-audit service projects, subject to
ratification by the Audit Committee at the next meeting of the Audit Committee.
The Audit Committee pre-approved all fees described above which PwC billed to
registrant.

Less than 50% of the hours billed by PwC for auditing services to
registrant for the Trust's respective most recent fiscal year end, were for work
performed by persons other than full-time, permanent employees of PwC. No
non-audit fees were billed by PwC to the Trust, Heritage and any entity
controlling, controlled by, or under common control with Heritage for each
Trust's last two respective fiscal years.

The Audit Committee has considered the non-audit services provided to the
Trust and Heritage and any entity controlling, controlled by, or under common
control with Heritage as described above and determined that these services do
not compromise PwC's independence.

(a) All numbers are rounded to the nearest thousand.

HERITAGE YOUR VOTE IS IMPORTANT!
FAMILY OF FUNDS(TM) VOTE TODAY BY THE INTERNET,
P.O. BOX 9112 TOUCH-TONE PHONE OR BY MAIL
FARMINGDALE, NY 11735 LOG ON TO WWW.PROXYWEB.COM
OR CALL TOLL FREE 1-888-221-0697

SPECIAL MEETING OF SHAREHOLDERS - AUGUST 7, 2007

The undersigned hereby appoints Andrea N. Mullins and Mathew J. Calabro, and
each of them, the proxies of the undersigned, with full power of substitution,
to vote all shares of the above-referenced fund (the "Fund") which the
undersigned is entitled to vote at the Special Meeting of Shareholders of the
Fund to be held at the offices of Heritage Cash Trust, 880 Carillon Parkway, St.
Petersburg, Florida 33716 on August 7, 2007, at 4:00 p.m., Eastern time, and at
any adjournments thereof.

ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS ARE
INDICATED ON A PROPERLY EXECUTED PROXY, THE PROXY WILL BE VOTED FOR ELECTION OF
ALL NOMINEES AND, IN THE CASE OF ALL OTHER PROPOSALS, FOR APPROVAL OF THE
PROPOSALS.

PLEASE SIGN AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
Dated
------------------, 2007

------------------------------------------------

------------------------------------------------
SIGNATURE(S) OF SHAREHOLDER(S) (SIGN IN THE BOX)

PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES
APPEAR. WHEN SIGNING AS AN ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE
YOUR FULL TITLE AS SUCH.
Heritage JH

THE PROXY IS SOLICITED ON BEHALF OF THE TRUST'S BOARD OF TRUSTEES. THE BOARD
UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF ALL PROPOSALS.

PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. X

PLEASE DO NOT USE FINE POINT PENS.

FOR ALL NOMINEES WITHHOLD AUTHORITY
PROPOSAL 1: To elect and re-elect LISTED (EXCEPT AS TO VOTE FOR ALL
- ---------- Trustees to the Board of NOTED AT LEFT) NOMINEES LISTED
Trustees:

NOMINEES: (01) C. Andrew Graham (04) James L. Pappas (06) Lincoln Kinnicutt ! ! 1.
(02) Keith Jarrett (05) Deborah L. Talbot, PhD (07) Richard K. Riess
(03) William J. Meurer

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE
NUMBER(S) ON THE LINE IMMEDIATELY BELOW.

- --------------------------------------------------------------------------------

PLEASE SIGN ON REVERSE SIDE.

Heritage JH