EX-99 3 h541296.txt EXHIBIT 99.D(II) Supplement to the Investment Advisory and Administration Agreement between Heritage Cash Trust and Heritage Asset Management, Inc. This Agreement supplements the Agreement between the Heritage Cash Trust ("Trust") and Heritage Asset Management, Inc. ("Manager") dated November 22, 1985 ("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: ADVISORY FEES AS OF % AVERAGE DAILY NET ASSETS AVERAGE DAILEY NET ASSETS ------------------------ ------------------------- First $500 million........................................... 0.500% Second $500 million.......................................... 0.475% Third $500 million........................................... 0.450% Fourth $500 million.......................................... 0.425% Fifth $500 million........................................... 0.400% $2 billion to $5 billion..................................... 0.375% $5 billion to $ 10 billion................................... 0.360% Over $10 billion............................................. 0.350% Attest: /s/ Deborah Malina Heritage Cash Trust Name: Deborah Malina By: K.C. Clark Title: Assistant Secretary Title: Executive Vice President Attest: /s/ Deborah Malina Heritage Asset Management, Inc. Name: Deborah Malina By: /s/ Donald H. Glassman Title: Assistant Secretary Title Treasurer Supplement Dated October 30, 2002 to the Agreement dated November 22, 1985.