<PAGE>
HERITAGE SERIES TRUST - VALUE EQUITY FUND
Supplement dated June 3, 1996 to the
Prospectus dated March 1, 1996
Heritage Asset Management, Inc. has retained Dreman Value
Advisors, Inc. ("Dreman") as subadviser to Heritage Series Trust - Value
Equity Fund (the "Fund"). All references in the Prospectus to "Eagle
Asset Management, Inc.," "Eagle" or the "Subadviser" should be
replaced with "Dreman" except in the first paragraph under
"Subadviser" on page 17. The following information should be
added immediately before the first paragraph under "Subadviser" on
page 17:
The Manager has entered into an agreement with
Dreman Value Advisors, Inc., 10 Exchange Place, 20th
Floor, Jersey City, NJ 07301, to provide investment
advice and portfolio management services, including
placement of brokerage orders, to the Fund for a fee
payable by the Manager at an annual rate equal to 0.35%
of the Fund's average daily net assets allocated to
Dreman by the Manager, without regard to any reduction in
fees actually paid to the Manager as a result of state
expense limitations. The Subadviser was established as a
wholly-owned subsidiary of Zurich Kemper Investments,
Inc. ("ZKI") in August 1995. Dreman previously conducted
business as Dreman Value Management, L.P. Dreman serves
as investment adviser to six mutual fund series and to
private accounts with aggregate assets in excess of $1.8
billion.
In addition, the following replaces the first sentence in the
first paragraph under "Subadviser" on page 17:
The Manager also has entered into a subadvisory
agreement with Eagle Asset Management, Inc. ("Eagle") for
a fee payable by the Manager 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 state expense limitations. However, the
Manager has chosen not to allocate assets to Eagle at
this time.
In addition, the following replaces the disclosure under the
"Portfolio Management" section on page 17:
Christian C. Bertelsen has served as portfolio
manager for the Fund since its inception on December 30,
1994. He is responsible for the day-to-day management of
the Fund's investment portfolio, subject to the general
oversight of the Manager and the Board of Trustees. Mr.
Bertelsen became Chief Investment Officer of Dreman Value
Advisors, Inc. on March 1, 1996. From 1993 to May 31,
1996, Mr. Bertelsen was employed by Eagle Asset
Management, Inc. From 1986 to 1993, Mr. Bertelsen held
<PAGE>
portfolio management positions with Colonial Management
Associates, Inc.
- 2 -
<PAGE>
HERITAGE SERIES TRUST - VALUE EQUITY FUND
Supplement dated June 3, 1996 to the
Statement of Additional Information dated March 1, 1996,
as supplemented on March 22, 1996
Heritage Asset Management, Inc. has retained Dreman Value
Advisors, Inc. ("Dreman") as subadviser to Heritage Series Trust - Value
Equity Fund (the "Fund"). All references to "Eagle Asset Management,
Inc." or "Eagle" on pages 3 and 9-21 in the Statement of Additional
Information should be replaced with "Dreman." In addition, the
following replaces the last sentence in the first full paragraph on
page 38:
Under separate subadvisory agreements, Eagle Asset
Management, Inc. ("Eagle") or Dreman may provide
investment advice and portfolio management services to
Value Equity subject to the direction of the Manager and
the Board of Trustees for a fee payable by the Manager
(collectively, the "Subadvisory Agreements").
In addition, the following information should be added after the fourth
sentence of the first full paragraph on page 40 in the section entitled
"Advisory and Administration Fee."
The Manager also has entered into an agreement with
Dreman to provide investment advice and portfolio
management services to Value Equity for an annual fee
paid by the Manager equal to 0.35% of Value Equity's
average daily net assets allocated to Dreman by Heritage,
without regard to any reduction in fees actually paid to
the Manager as a result of state expense limitations.
The fees paid to Eagle or Dreman are computed based on
the percentage of Value Equity assets for which they
provide advisory services. Currently, Dreman provides
these services with respect to 100% of Value Equity's
assets.
The following information replaces the first and second sentences
of the last paragraph on page 41 in the section entitled "Brokerage
Practices:"
Value Equity may use the Distributor, its
affiliates or certain affiliates of Heritage, Dreman or
Eagle as a broker for agency transactions in listed and
OTC securities at commission rates and under
circumstances consistent with the policy of best
execution. Commissions paid to the Distributor, its
affiliates, or certain affiliates of Dreman or Eagle will
not exceed "usual and customary brokerage commissions."
- 3 -
<PAGE>
