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

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


     This Agreement  supplements  the Agreement  between the Heritage Growth and
Income Trust ("Trust") and Heritage Asset  Management,  Inc.  ("Manager")  dated
October 31, 1986 ("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 A %
AVERAGE DAILY NET ASSETS                    OF AVERAGE DAILY NET ASSETS
------------------------                    ---------------------------

First $100 million                                     0.75%
Over $100 million to $500 million                      0.60%
Over $500 million                                      0.55%



Attest: /s/ Xxxxxxx X. Xxxxxxx             Heritage Growth and Income Trust
        ----------------------

Name: Xxxxxxx X. Xxxxxxx                   By: X.X. Xxxxx
                                               ----------

Title:  Administrative Supervisor           Title:  Principal Executive Officer




Attest: /s/ Xxxxxxx X. Xxxxxxx             Heritage Asset Management, Inc.
        ----------------------

Name: Xxxxxxx X. Xxxxxxx                   By: Xxxx Xxxxxxx
                                               ------------

Title:  Administrative Supervisor           Title:  Treasurer



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