AMENDED SCHEDULE A
                                     TO THE
                              HERITAGE SERIES TRUST
                              SUBADVISORY AGREEMENT
                                     BETWEEN
                         HERITAGE ASSET MANAGEMENT, INC.
                                       AND
                          EAGLE ASSET MANAGEMENT, INC.

      As compensation pursuant to section 4 of the Subadvisory Agreement between
Heritage Asset Management, Inc. (the "Manager") and Eagle Asset Management, Inc.
(the  "Subadviser"),   the  Manager  shall  pay  the  Subadviser  the  following
subadvisory fees. For Small Cap Stock Fund, the Manager shall pay the Subadviser
a subadvisory fee, computed and paid monthly, at the following  percentage rates
of the Small Cap Stock Fund's  average daily net assets under  management by the
Subadviser:

            Up to and including $50 million                 .500%

            In excess of $50 million                        .375%

      For the Growth Equity Fund,  Value Equity Fund,  Mid Cap Growth Fund,  and
the  Aggressive  Growth Fund,  the Manager shall pay the Subadviser at an annual
rate equal to 50% of the fees payable to the Manager by the Fund, without regard
to any  reduction in fees  actually paid to the Manager as a result of voluntary
fee waivers by the Manager.

      In  addition,  for  the  Core  Equity  Fund,  the  Manager  shall  pay the
Subadviser  a  subadvisory  fee, computed and paid monthly, at .375% of the Core
Equity Fund's average daily net assets under management by the Subadviser.

Dated:      December 29, 1994, as last amended on November 18, 2004.