Supplement to the
                Investment Advisory and Administration Agreement
                                     between
                       Heritage Capital Appreciation Trust
                                       and
                         Heritage Asset Management, Inc.


      This  Agreement  supplements  the Agreement  between the Heritage  Capital
Appreciation  Trust ("Trust") and Heritage Asset  Management,  Inc.  ("Manager")
dated  November  22,  1985,  as  amended  and  restated  on  November  19,  1996
("Agreement").

      Pursuant  to  Paragraph  7 of the  Agreement,  the  Trust  shall  pay  the
following  fees to the Manager for  rendering  investment  management  services.
These fees shall be  computed  daily and paid  monthly at the  following  annual
rates as percentages of the Trust's average daily net assets:

AVERAGE DAILY NET ASSETS        ADVISORY FEES AS A % OF AVERAGE DAILY NET ASSETS
------------------------        ------------------------------------------------

    First $1 billion                                0.75%
    Over $1 billion                                 0.70%




Attest:  Melissa L. Meisner                  Heritage Capital
         ------------------

Appreciation Trust

Name:  Melissa L. Meisner                    By:  K.C. Clark
                                                  ----------

Title:  Administrative Supervisor            Title:  Principal Executive Officer




Attest:  Melissa L. Meisner                  Heritage Asset Management, Inc.
         ------------------



Name:  Melissa L. Meisner                    By: Andi Mullins
                                                 ------------

Title:  Administrative Supervisor            Title:  Treasurer


Supplement Dated November 30, 2004 and effective September 1, 2004.