HERITAGE EQUITY FUNDS
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           SUPPLEMENT DATED SEPTEMBER 14, 2005 TO THE PROSPECTUS DATED
                 JANUARY 3, 2005, AS SUPPLEMENTED JULY 1, 2005

                               GROWTH EQUITY FUND
                                VALUE EQUITY FUND

             *** IMPORTANT NOTICE REGARDING FUND REORGANIZATIONS ***

The Board of Trustees of Heritage  Series Trust,  on behalf of the Growth Equity
Fund and the Value Equity Fund, has approved the following reorganizations:

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         ACQUIRED FUND will be reorganized into ACQUIRING FUND
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   Growth Equity Fund                  Heritage Capital Appreciation Trust
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    Value Equity Fund                    Heritage Growth and Income Trust
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The  reorganizations  are expected to be effected on or about  December 16, 2005
and will require  shareholder  approval.  In addition,  it is intended  that the
reorganizations  will be  accomplished  without  resulting in the  imposition of
federal income tax on the Acquired Funds or their shareholders. A combined proxy
statement and  prospectus  describing  the  reorganizations  will be provided to
Acquired Fund shareholders.

Pursuant  to an  agreement  and plan of  reorganization  and  termination,  each
Acquired Fund will transfer its assets to the  corresponding  Acquiring  Fund in
exchange for shares of the Acquiring Fund and the Acquiring Fund's assumption of
the  liabilities  of the Acquired Fund.  After the transfer,  each Acquired Fund
will distribute the corresponding Acquiring Fund shares to its shareholders in a
complete liquidation.  As a result, each Acquired Fund shareholder will become a
shareholder of the corresponding Acquiring Fund's shares.

Each Acquired Fund and its corresponding Acquiring Fund have the same investment
objective, but pursue them through different investment policies and strategies.

As a result of each proposed reorganization, effective September 26, 2005 shares
of Growth  Equity  Fund and Value  Equity  Fund will no longer be offered to the
public for purchase.

For more information,  please contact Heritage Client Services at (800) 421-4184
or send an e-mail to ClientServices@HeritageFunds.com.

             *** IMPORTANT NOTICE REGARDING FUND REORGANIZATIONS ***