Date: Thu, 18 Dec 1997 10:39:19 GMT Server: WebSitePro/1.1h Accept-ranges: bytes Content-type: text/html Last-modified: Fri, 17 Jan 1997 14:44:16 GMT Content-length: 63380 Heritage Cash Trust Prospectus
 
                         [HERITAGE CASH TRUST(TM) LOGO]
                               MONEY MARKET FUND
                                      AND
                          MUNICIPAL MONEY MARKET FUND
     Heritage Cash Trust is a mutual fund offering shares in two separate
investment portfolios, the Money Market Fund and the Municipal Money Market Fund
(each a "Fund" and collectively, the "Funds"). The Money Market Fund seeks to
achieve maximum current income consistent with stability of principal by
investing exclusively in money market instruments. The Municipal Money Market
Fund seeks to achieve maximum current income that is exempt from Federal income
tax consistent with stability of principal by investing exclusively in money
market instruments. Each Fund will seek to stabilize its share price at $1.00
per share. The Money Market Fund offers two classes of shares, Class A shares
and Class C shares. Class C shares may be acquired only through exchange of
Class C shares of other Heritage Mutual Funds. The Municipal Money Market Fund
offers only Class A shares.
 
     AN INVESTMENT IN EITHER FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO GUARANTEE THAT THE $1.00 PER SHARE PRICE WILL BE
MAINTAINED.
 
     This Prospectus contains information that should be read before investing
in either Fund and should be kept for future reference. A Statement of
Additional Information dated January 2, 1997 relating to the Funds has been
filed with the Securities and Exchange Commission and is incorporated by
reference in this Prospectus. A copy of the Statement of Additional Information
is available free of charge and shareholder inquiries can be made by writing to
Heritage Asset Management, Inc. or by calling (800) 421-4184.
 
FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY
OTHER AGENCY.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
         PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                      [HERITAGE ASSET MANAGEMENT, INC. LOGO]
                        Registered Investment Advisor--SEC
 
                              880 Carillon Parkway
                         St. Petersburg, Florida 33716
                                 (800) 421-4184
 
                        Prospectus Dated January 2, 1997
   2
 
TABLE OF CONTENTS
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GENERAL INFORMATION.................................................    1
  About the Trust and the Funds.....................................    1
  Total Fund Expenses...............................................    1
  Financial Highlights..............................................    3
  Differences Between A Shares and C Shares.........................    4
  Investment Objectives, Policies and Risk Factors..................    4
  Net Asset Value...................................................    7
  Yield.............................................................    8
INVESTING IN THE FUNDS..............................................    8
  Purchase Procedures...............................................    8
  Minimum Investment Required/Accounts With Low Balances............    9
  Systematic Investment Programs....................................    9
  Retirement Plans..................................................   10
  How to Redeem Shares..............................................   10
  Receiving Payment.................................................   11
  Exchange Privilege................................................   11
MANAGEMENT OF THE FUNDS.............................................   12
SHAREHOLDER AND ACCOUNT POLICIES....................................   14
  Dividends and Other Distributions.................................   14
  Distribution Plans................................................   14
  Taxes.............................................................   15
  Shareholder Information...........................................   15
 
   3
 
                              GENERAL INFORMATION
 
ABOUT THE TRUST AND THE FUNDS
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     Heritage Cash Trust (the "Trust") was established as a Massachusetts
business trust under a Declaration of Trust dated June 21, 1985. The Trust is an
open-end diversified management investment company that offers shares in two
separate investment portfolios, the Money Market Fund and the Municipal Money
Market Fund, both of which are designed for individuals, institutions and
fiduciaries as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio limited to money market
instruments maturing in 397 days or less. The Money Market Fund offers two
classes of shares, Class A shares ("A shares") and Class C shares ("C shares").
C shares may be acquired only through exchange of C shares of another Heritage
open-end investment company that is advised or administered by Heritage Asset
Management, Inc. ("Heritage Mutual Fund"). The Municipal Money Market Fund
offers A shares only. Each Fund requires a minimum initial investment of $1,000,
except for certain investment plans for which lower limits may apply. See
"Investing in the Funds."
 
TOTAL FUND EXPENSES
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     Shown below are Class A and Class C operating expenses incurred by the
Money Market Fund and Class A operating expenses incurred by the Municipal Money
Market Fund during the fiscal period ended August 31, 1996.
 

                                                                                    MUNICIPAL
                                                                                   MONEY MARKET
                                                          MONEY MARKET FUND            FUND
                                                        CLASS A     CLASS C(1)       CLASS A
                                                        -------     ----------     ------------
 
    SHAREHOLDER TRANSACTION EXPENSES
    Maximum sales load imposed on purchases...........    None          None            None
    Maximum contingent deferred sales load ("CDSL")
      (as a percentage of original purchase price or
      redemption proceeds, as applicable).............    None          1.00%(2)        None
    Wire redemption fee (per transaction).............   $5.00        $ 5.00          $ 5.00
    ANNUAL FUND OPERATING EXPENSES
    Management fee....................................    0.47%         0.47%           0.50%
    12b-1 distribution fee............................    0.15%         0.15%           0.15%
    Other expenses....................................    0.16%         0.13%           0.12%
                                                         -----        ------         -------
    Total Fund operating expenses.....................    0.78%         0.75%           0.77%
                                                         -----        ------         -------
                                                         -----        ------         -------

 
- ---------------
(1) Class C Annual Fund Operating Expenses are based on expenses incurred during
    the period February 29, 1996 (first issuance of C shares) to August 31,
    1996.
(2) A CDSL will be imposed only on the redemption of C shares acquired through
    an exchange of C shares of another Heritage Mutual Fund that did not satisfy
    that Fund's CDSL holding period. See "Exchange Privilege."
 
                                        1
   4
 
     The Funds' manager, Heritage Asset Management, Inc. (the "Manager"),
voluntarily will waive its fees and, if necessary, reimburse the Money Market
Fund to the extent that Class A and Class C annual operating expenses exceed
 .79% of the average daily net assets attributable to that class for the fiscal
year ending August 31, 1997. In addition, the Manager voluntarily will waive its
fees and, if necessary, reimburse the Municipal Money Market Fund to the extent
that Class A annual operating expenses exceed .77% of the average daily net
assets for the fiscal year ending August 31, 1997. To the extent that the
Manager waives or reimburses its fees with respect to one class, it will do so
with respect to the other class on a proportionate basis.
 
     The impact of Fund operating expenses on earnings is illustrated in the
example below assuming a hypothetical $1,000 investment, a 5% annual rate of
return, and a redemption at the end of each period shown.
 
 
                                                       1 YEAR     3 YEARS     5 YEARS     10 YEARS
                                                       ------     -------     -------     --------
 
    Total Money Market Fund Operating Expenses -- A
      shares.........................................   $  8        $25         $43         $ 97
    Total Money Market Fund Operating Expenses -- C
      shares.........................................   $ 18        $24         $42         $ 93
    Total Municipal Money Market Fund Operating
      Expenses -- A shares...........................   $  8        $25         $43         $ 95
 
 
     The impact of Fund operating expenses on earnings is illustrated in the
example below assuming a hypothetical $1,000 investment, a 5% annual rate of
return, and no redemption at the end of each period shown.
 
 
 
                                                       1 YEAR     3 YEARS     5 YEARS     10 YEARS
                                                       ------     -------     -------     --------
 
    Total Money Market Fund Operating Expenses -- A
      shares.........................................    $8         $25         $43         $ 97
    Total Money Market Fund Operating Expenses -- C
      shares.........................................    $8         $24         $42         $ 93
    Total Municipal Money Market Fund Operating
      Expenses -- A shares...........................    $8         $25         $43         $ 95
 
     This is an illustration only and should not be considered a representation
of future expenses. Actual expenses and performance may be greater or less than
that shown above. The purpose of the above tables is to assist investors in
understanding the various costs and expenses that will be borne directly or
indirectly by shareholders. For a further discussion of these costs and
expenses, see "Management of the Funds" and "Distribution Plans."
 
                                        2
   5
 
FINANCIAL HIGHLIGHTS
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     The following tables show important financial information for an A share of
each Fund and a C share of the Money Market Fund outstanding for the periods
indicated, including net investment income, dividends, and certain other
information. It has been derived from financial statements appearing in the
Statement of Additional Information ("SAI"). The Financial Statements and the
information in these tables for the fiscal year ended August 31, 1996 have been
audited by Price Waterhouse LLP, independent accountants, whose report thereon
is included in the SAI, which may be obtained by calling your Fund at (800)
421-4184. Information presented for the years ended August 31, 1995 and prior
thereto was audited by other auditors who served as the Trust's independent
accountants for those years.
 

                                                            MONEY MARKET FUND
                                                                 CLASS A
                     ------------------------------------------------------------------------------------------------
                                                      FOR THE YEARS ENDED AUGUST 31,                                     CLASS C
                     ------------------------------------------------------------------------------------------------    --------
                      1996      1995      1994      1993      1992      1991      1990      1989      1988      1987      1996+
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    ------    --------
 
NET ASSET VALUE,
 BEGINNING OF
 PERIOD............. $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000     $1.000
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    ------    --------
INCOME FROM
 INVESTMENT
 OPERATIONS:
 Net investment
   income(a)(b).....   .048      .050      .029      .025      .038      .063      .077      .084      .065      .054       .023
LESS DISTRIBUTIONS:
 Dividends from net
   investment income
   and net realized
   gains (a)........  (.048)   (0.050)    (.029)    (.025)    (.038)    (.063)    (.077)    (.084)    (.065)    (.054)     (.023)
                     ------    ------    ------    ------    ------    ------    ------    ------    ------    ------    --------
NET ASSET VALUE, END
 OF PERIOD.......... $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000    $1.000     $1.000
                     =======   =======   =======   =======   =======   =======   =======   =======   =======   =======   ==========
TOTAL RETURN% ......   4.89      5.00      2.87      2.48      3.77      6.27      7.73      8.38      6.46      5.43       2.34(d)
RATIOS TO AVERAGE
 DAILY NET ASSETS
 (%)/SUPPLEMENTAL
 DATA:
 Operating expenses,
   net(b)...........    .78       .79       .79       .78       .78       .79       .81       .90       .94      1.00        .75(c)
 Net investment
   income(b)........   4.78      5.00      2.87      2.47      3.75      6.20      7.73      8.51      6.47      5.45       4.62(c)
 Net assets at end
   of period
   (millions) ($)...  1,641     1,294       982       925       953       890       727       475       230       153         --
 
 
- ---------------
 +  For the period February 29, 1996 (first issuance of Class C shares) to
    August 31, 1996.
(a) Includes net realized gains (losses) which were less than $.01 per share.
(b) Excludes management fees waived by the Manager in the amount of less than
    $.001, $.001, $.001, $.001 and $.001 for the year ended August 31, 1987 and
    the four years ended August 31, 1995 per share, respectively. No management
    fees were waived or recovered for the years ended August 31, 1988, 1989,
    1990, 1991 and 1996. The operating expense ratios including such items would
    have been .81%, .81%, .81%, .78% and 1.01% (annualized), respectively.
(c) Annualized.
(d) Not annualized.
 
                                        3
   6
 
                          MUNICIPAL MONEY MARKET FUND
 

                                                                       CLASS A
                                                           FOR THE YEARS ENDED AUGUST 31,
                                                 ---------------------------------------------------
                                                  1996           1995           1994           1993          1992+
                                                 ------         ------         ------         ------         ------
 
NET ASSET VALUE, BEGINNING OF PERIOD............ $1.000         $1.000         $1.000         $1.000         $1.000
                                                 ------         ------         ------         ------         ------
INCOME FROM INVESTMENT OPERATIONS:
  Net investment income(a)......................   .030           .030           .019           .020           .005
LESS DISTRIBUTIONS:
  Dividends from net investment income..........  (.030)         (.030)         (.019)         (.020)         (.005)
                                                 ------         ------         ------         ------         ------
NET ASSET VALUE, END OF PERIOD.................. $1.000         $1.000         $1.000         $1.000         $1.000
                                                 ======         ======         ======         ======         ======
TOTAL RETURN% ..................................   2.98           3.04           1.90           2.02            .47(c)
RATIOS TO AVERAGE DAILY NET ASSETS
  (%)/SUPPLEMENTAL DATA:
  Operating expenses, net(a)....................    .77            .77            .77            .77            .77(b)
  Net investment income.........................   2.94           3.05           1.89           1.98           2.32(b)
  Net assets, end of period (millions) ($)......    326            283            212            207            102

 
- ---------------
 +  For the period June 17, 1992 (commencement of operations) to August 31,
    1992.
(a) Excludes management fees waived by the Manager in the amount of less than
    $.001, $.001, $.001 and $.001 per share for the four periods ended August
    31, 1995, respectively. The operating expense ratios including such items
    would be .79%, .77%, .83% and 1.11% (annualized), respectively. No
    management fees were waived or recovered for the year ended August 31, 1996.
(b) Annualized.
(c) Not annualized.
 
DIFFERENCES BETWEEN A SHARES AND C SHARES
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     The primary difference between the A shares and the C shares of the Money
Market Fund lies in the possible imposition of a contingent deferred sales load
("CDSL") on C shares. C shares acquired through an exchange from another
Heritage Mutual Fund that were held for a period of less than one year remain
subject to the imposition of a CDSL of 1% upon their sale until the combined
holding period of such shares other than money market fund shares exceeds one
year.
 
INVESTMENT OBJECTIVES, POLICIES AND RISK FACTORS
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     The Money Market Fund's investment objective is to achieve maximum current
income consistent with stability of principal. The Municipal Money Market Fund's
investment objective is to achieve maximum current income exempt from Federal
income tax consistent with stability of principal. Each Fund pursues its
investment objective by investing in high quality securities with remaining
maturities of 397 days or less. The average dollar-weighted portfolio maturity
of money market instruments in each Fund's investment portfolio will be 90 days
or less. While there is no assurance that either Fund will achieve its
investment objective, each Fund will endeavor to do so by following the
investment policies described in this Prospectus.
 
     The following is a discussion of each Fund's principal investment
securities and practices, including the risks of investing in these securities
or engaging in these practices. For more detailed information about these
securities and Fund practices, see the SAI.
 
                                        4
   7
 
MONEY MARKET FUND
 
     The money market instruments in which the Money Market Fund may invest
include:
 
- - Commercial paper, including U.S. dollar-denominated commercial paper of
  foreign issuers, and high quality short-term debt obligations, including
  variable rate demand notes, that are rated in the highest rating category
  (First Tier Securities) by at least two nationally recognized statistical
  rating organizations ("NRSROs") (or by one if only one rating is assigned) and
  in unrated securities determined by the Trust's Board of Trustees (the "Board
  of Trustees" or the "Board") or the Manager to be of comparable quality. The
  Fund also may invest up to 5% of its assets in securities receiving the second
  highest rating (Second Tier Securities) or in unrated securities determined to
  be of comparable quality. See "Appendix A -- Description of Securities
  Ratings" in the SAI.
 
- - Marketable obligations issued or guaranteed by the U.S. Government, its
  agencies or instrumentalities, including those obligations purchased on a
  when-issued or delayed-delivery basis and repurchase agreements relating to
  these obligations. These securities include securities issued and guaranteed
  by the U.S. Government, such as U.S. Treasury bills, notes, and bonds;
  obligations backed by the "full faith and credit" of the United States, such
  as Government National Mortgage Association securities; obligations supported
  by the right of the issuer to borrow from the U.S. Treasury, such as those of
  the Federal Home Loan Banks; and obligations supported only by the credit of
  the issuer, such as those of the Federal Intermediate Credit Banks.
 
- - Instruments such as certificates of deposit, demand and time deposits, savings
  shares and banker's acceptances of domestic banks and savings and loans that
  have assets of at least $1 billion and capital, surplus, and undivided profits
  of over $100 million as of the close of their most recent fiscal year, or
  instruments that are insured by the Federal Deposit Insurance Corporation
  ("FDIC").
 
- - U.S. dollar-denominated certificates of deposit, time deposits, and banker's
  acceptances of foreign branches of a domestic bank ("domestic Eurodollar
  certificates") if such bank has assets of at least $1 billion and capital,
  surplus, and undivided profits of over $100 million as of the close of its
  most recent fiscal year.
 
- - U.S. dollar-denominated certificates of deposit, time deposits, and banker's
  acceptances of foreign branches of a foreign bank ("foreign Eurodollar
  certificates") if such bank has assets that are the equivalent of at least $2
  billion as of the close of its most recent fiscal year.
 
- - U.S. dollar-denominated certificates of deposit, time deposits, and banker's
  acceptances of U.S. branches of a foreign bank ("Yankee certificates") if such
  bank has assets that are the equivalent of at least $2 billion as of the close
  of its most recent fiscal year.
 
MUNICIPAL MONEY MARKET FUND
 
     As a fundamental policy, the Municipal Money Market Fund normally will
invest at least 80% of its net assets in municipal securities, the interest on
which is, in the opinion of the issuer's bond counsel, exempt from Federal
income tax ("tax-exempt municipal securities") but which may or may not be an
item of tax preference for purposes of the Federal Alternative Minimum Tax (the
"AMT"). Such interest may be subject to state and/or local income taxes. The
remaining portion of the Fund's investment portfolio may be invested in
short-term taxable investments. All of the Fund's investments must be determined
by the Board or, pursuant to authority delegated by the Board, by Alliance
Capital Management L.P. (the "Subadviser") to present minimum credit risks. The
instruments in which the Fund may invest include:
 
- - Municipal notes that generally are used to provide for short-term capital
  needs and generally have maturities of one year or less. These include tax
  anticipation and revenue anticipation notes that generally
 
                                        5
   8
 
  are issued in anticipation of various seasonal revenues, bond anticipation
  notes and tax-exempt commercial paper.
 
- - Short-term municipal bonds, including general obligation bonds, that are
  secured by the issuer's pledge of its faith, credit and taxing power for
  payment of principal and interest, and revenue bonds, that generally are paid
  from the revenues of a particular facility or a specific excise or other
  source.
 
- - Variable rate obligations whose interest rates are adjusted either at
  predesignated periodic intervals or whenever there is a change in the market
  rate to which the security's interest rate is tied. Such adjustments minimize
  changes in the market value of the obligation and, accordingly, enhance the
  ability of the Fund to maintain a stable net asset value. Variable rate
  securities may include participation interests in industrial development bonds
  backed by letters of credit of FDIC member banks having total assets of more
  than $1 billion. The letters of credit of any single bank will not apply to
  variable rate obligations constituting more than 10% of the Fund's total
  assets. Because the Fund invests in securities backed by banks, changes in the
  credit quality of these banks could cause losses to the Fund and effect its
  share price.
 
- - Taxable investments including obligations issued or guaranteed by the U.S.
  Government, its agencies, or instrumentalities, high quality certificates of
  deposit and bankers' acceptances, prime commercial paper and repurchase
  agreements with respect to such obligations.
 
     The Fund also may invest in stand-by commitments, which may involve certain
expenses and risks. Such commitments are not expected to comprise more than 5%
of its net assets. The Fund may commit up to 15% of its net assets to the
purchase of when-issued securities. The price of when-issued securities, which
generally is expressed in yield terms, is fixed at the time the commitment to
purchase is made, but delivery and payment for such securities take place at a
later time. Normally, the settlement date occurs from within ten days to one
month after the purchase of the issue. The value of when-issued securities may
fluctuate prior to their settlement, thereby creating an unrealized gain or loss
to the Fund. The Fund also may invest in reverse repurchase agreements and may
lend portfolio securities.
 
     All of the Fund's municipal securities at the time of purchase will be
rated within the two highest quality ratings of Moody's Investors Service, Inc.
(Aaa and Aa, MIG-1 and MIG-2, or VMIG-1 and VMIG-2) or Standard & Poor's (AAA
and AA, SP-1 and SP-2 or A-1 and A-2), or if unrated, judged by the Board or,
pursuant to authority delegated by the Board, by the Subadviser to be of
comparable quality. Securities also must meet credit standards applied by the
Subadviser. See "Appendix A -- Description of Securities Ratings" in the SAI.
 
     Each Fund's investment objective is fundamental and may not be changed
without the vote of a majority of the outstanding voting securities of that
Fund, as defined in the Investment Company Act of 1940, as amended (the "1940
Act"). Except as otherwise stated, all policies of each Fund described in this
Prospectus may be changed by the Board of Trustees without shareholder approval.
Each Fund also may engage in the following types of investments. The SAI
contains more detailed information about each Fund's investment policies and
risks.
 
     REPURCHASE AGREEMENTS.  Repurchase agreements are transactions in which a
Fund purchases securities and simultaneously commits to resell the securities to
the original seller (a member bank of the Federal Reserve System or securities
dealers who are members of a national securities exchange or are market makers
in U.S. Government securities) at an agreed upon date and price reflecting a
market rate of interest unrelated to the coupon rate or the maturity of the
purchased securities. Although repurchase agreements carry certain risks not
associated with direct investments in securities, including possible decline in
the market value of the underlying securities and delays and costs to a Fund if
the other party to the repurchase agreement becomes
 
                                        6
   9
 
bankrupt, a Fund intends to enter into repurchase agreements only with banks and
dealers in transactions believed by the Manager or Subadviser to present minimal
credit risks in accordance with guidelines established by the Board of Trustees.
 
     RISKS OF FOREIGN BANK INVESTMENTS.  Investments in foreign bank
instruments, including instruments of foreign branches of domestic banks,
present certain additional risks. These risks include the impact of future
political and economic developments, the possible establishment of exchange
controls and/or the adoption of other governmental restrictions that might
affect adversely the payment of principal and interest on such instruments. In
addition, there may be less publicly available information about a foreign bank
than about a domestic bank. See the SAI for a further discussion of these risks.
 
     SECTION 4(2) COMMERCIAL PAPER.  Most commercial paper is exempt from
registration requirements imposed by federal securities laws. In addition, some
commercial paper that is not exempt can be purchased and sold without
registration in transactions not involving a public offering pursuant to Section
4(2) of the Securities Act of 1933, as amended (the "1933 Act"). The Funds'
investments in Section 4(2) commercial paper will be subject to their
nonfundamental 10% limitation on investments in illiquid securities, unless the
Section 4(2) commercial paper can be sold to qualified institutional buyers
("QIBs") under Rule 144A of the 1933 Act. As permitted by Rule 144A, the Board
has adopted guidelines and delegated the daily function of determining and
monitoring the liquidity of securities so purchased. Because it is not possible
to predict with assurance how the Rule 144A market will develop, the Board will
monitor the Funds' investments in Rule 144A securities, focusing on such factors
as liquidity and availability of information. This investment practice could
have the effect of increasing the level of illiquidity in the Funds to the
extent that QIBs become uninterested in purchasing such securities.
 
     WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS.  The Funds may purchase
short-term U.S. Government obligations on a when-issued or delayed-delivery
basis (arrangements in which the Fund purchases securities with payment and
delivery scheduled for a future time); however, the Funds only will engage in
these transactions for the purpose of acquiring portfolio securities consistent
with their investment objective and policies, and not for investment leverage.
Prior to settlement of these transactions, the market price of the purchased
securities may vary from the purchase price.
 
NET ASSET VALUE
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     The net asset values of the Money Market Fund's A shares and C shares and
the net asset value of the Municipal Money Market Fund's A shares are calculated
by dividing the value of the total assets of each Fund attributable to that
class, less liabilities attributable to that class, by the number of shares of
that class outstanding. Shares are valued daily at 12:00 p.m. Eastern time
immediately after the daily declaration of dividends on each day the New York
Stock Exchange ("Exchange") is open. Each Fund will use its best efforts to
maintain its net asset value per share at $1.00 by valuing its portfolio
securities using the amortized cost method, adding other assets, subtracting
liabilities and dividing by the number of shares outstanding. A Fund, however,
cannot guarantee that its net asset value per share will always remain at $1.00.
For more information on the calculation of net asset value, see "Net Asset
Value" in the SAI.
 
                                        7
   10
 
YIELD
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     From time to time the Funds may advertise "yield" and "effective yield."
The Money Market Fund's yield is computed separately for A shares and C shares.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. The "yield" of a Fund refers to the income
generated by an investment in the Fund over a seven-day period. This income is
then "annualized." The "effective yield" is calculated similarly but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The "effective yield" will be slightly higher than the "average
yield" because of the compounding effect of this assumed reinvestment.
 
     The Municipal Money Market Fund also may advertise its "tax-equivalent
yield." The "tax-equivalent yield" represents the taxable yield a shareholder
would have to earn before Federal income tax to equal the Fund's tax-free yield.
See "Calculating Yields" in the SAI.
 
                             INVESTING IN THE FUNDS
 
PURCHASE PROCEDURES
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     Shares of each Fund are offered continuously through the Trust's principal
underwriter, Raymond James & Associates, Inc. (the "Distributor"), and through
other participating dealers or banks that have dealer agreements with the
Distributor.
 
     The Money Market Fund offers two classes of shares, A shares and C shares.
C shares may be acquired only through an exchange of C shares of another
Heritage Mutual Fund. See "Exchange Privileges." The Municipal Money Market Fund
offers and sells only A shares.
 
     You may purchase A shares of a Fund directly by completing and signing the
Account Application found in this prospectus, and mailing it, along with your
payment, to Heritage Cash Trust - Money Market Fund or Municipal Money Market
Fund, as applicable, Heritage Asset Management, Inc., P.O. Box 33022, St.
Petersburg, FL 33733. A shares of a Fund also may be purchased through a
registered representative of the Distributor, a participating dealer or a
participating bank ("Representative") by placing an order for A shares with your
Representative, completing and signing the Representative's account application
and making your check payable to the fund or the Distributor.
 
     The Distributor and certain participating dealers have established
automatic purchase procedures ("Sweep Programs") for each Fund's shareholders
who maintain a brokerage account with them. Free credit cash balances ("credit
balances") arising from sales of securities for cash, redemptions of debt
securities, dividend and interest payments and funds received from customers may
be invested automatically in A shares on a daily basis. Additional information
regarding this privilege can be obtained from your Representative. For
shareholders participating in Sweep Programs, Fund accounts may be established
as a part of the participating dealer's new account procedure.
 
     Shares of a Fund are sold at their net asset value next determined after an
order is received by the Manager, in its capacity as transfer agent, without a
sales load. Initial and subsequent orders will be considered to be received by
the Manager, in its capacity as transfer agent, after payment by check is
converted into Federal funds (a commercial bank's deposit with the Federal
Reserve Bank that can be transferred to another
 
                                        8
   11
 
member bank on the same day) normally two days after receiving the check. If
payment is made by bank wire, the order will be considered received immediately.
However, such orders received by the Manager after 12:00 p.m. Eastern time will
not be invested until the next business day. Each Fund reserves the right to
reject any purchase request.
 
     Purchases of Fund shares by customers of a participating dealer or bank
using a Sweep Program usually will be made on the next business day following
the day that credit balances are generated in the customer's brokerage account.
However, credit balances arising from funds placed in the customer's brokerage
account by personal check are subject to that participating dealer or bank's
cash availability policy. Due to the foregoing practices, the participating
dealer or bank may, under certain circumstances, obtain Federal funds prior to
purchasing Fund shares for its customers and may, as a result, realize some
benefit because of the delay in investing these funds.
 
     Shares may be purchased with Federal funds sent by Federal Reserve or bank
wire to:
 
     State Street Bank and Trust Company,
     Boston, Massachusetts,
     ABA#011-000-028,
     Account # 3196-769-8.
     Name of the Fund,
     (Your Account Number Assigned by the Fund),
     (Your Name)
 
     To open a new account with Federal funds or by wire, you must contact the
Manager or your Representative to obtain a Heritage Mutual Fund account number.
Commercial banks may elect to charge a fee for wiring funds to State Street Bank
and Trust Company. For more information on "How to Buy Shares," see "Investing
in the Funds" in the SAI.
 
MINIMUM INVESTMENT REQUIRED/ACCOUNTS WITH LOW BALANCES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     Except as provided under "Investment Programs," the minimum initial
investment in each Fund is $1,000, and a minimum account balance of $1,000 must
be maintained. These minimum requirements may be waived at the discretion of the
Manager. In addition, initial investments in Individual Retirement Accounts
("IRAs") may be reduced or waived under certain circumstances. Contact the
Manager or your Representative for further information.
 
     Due to the high cost of maintaining accounts with low balances, it is
currently the Trust's policy to redeem Fund shares in any account if the account
balance falls below the required minimum value of $1,000, except for retirement
accounts. The shareholder will be given 30 days' notice to bring the account
balance to the minimum required or the Trust may redeem shares in the account
and pay the proceeds to the shareholder.
 
SYSTEMATIC INVESTMENT PROGRAMS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     A variety of automated investment options are available for the purchase of
each Fund's A shares. These plans provide for systematic monthly investments of
$50 or more through systematic investing, payroll or government direct deposit,
or exchange from another Heritage Mutual Fund. You may change the amount to be
automatically invested or may discontinue this service at any time without
penalty. If you discontinue this
 
                                        9
   12
 
service before reaching the required account minimum, the account must be
brought up to the minimum in order to remain open. You will receive a periodic
confirmation of all activity for your account. For additional information on
these options, see the account application or contact the Manager at (800)
421-4184 or your Representative.
 
RETIREMENT PLANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     Shares of either Fund may be purchased as an investment for Heritage IRA
plans. In addition, shares may be purchased as an investment for self-directed
IRAs, defined contribution plans, Simplified Employer Pension Plans ("SEPs") and
other retirement plan accounts. Generally, it will not be advantageous to hold
shares of the Municipal Money Market Fund in an IRA or other retirement plans.
For more detailed information on the Heritage IRA, please contact the Manager at
(800) 421-4184 or your Representative and see "Investing in the Trust" in the
SAI.
 
HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     Redemptions of a Fund's shares can be made by:
 
     CONTACTING YOUR REPRESENTATIVE.  Your Representative will transmit an order
to either Fund for redemption by that Fund and may charge you a fee for this
service.
 
     TELEPHONE REQUEST.  You may redeem shares by placing a telephone request to
the Manager (800-421-4184) prior to the close of regular trading on the
Exchange. If you do not wish to have telephone exchange/redemption privileges,
you should so elect by completing the appropriate section of the Account
Application. The Trust, Manager, Distributor and their Trustees, directors,
officers and employees are not liable for any loss arising out of telephone
instructions they reasonably believe are authentic. These parties will employ
reasonable procedures to confirm that telephone instructions are authentic. To
the extent that the Trust, Manager, Distributor and their Trustees, directors,
officers and employees do not follow reasonable procedures, some or all of them
may be liable for losses due to unauthorized or fraudulent transactions. For
more information on these procedures, see "Redeeming Shares - Telephone
Transactions" in the SAI. You may elect to have the funds wired to the bank
account specified on the Account Application. Funds normally will be sent the
next business day, and you will be charged a wire fee by the Manager (currently
$5.00). For redemptions of less than $50,000, you may request that the check be
mailed to your address of record, providing that such address has not been
changed in the past 30 days. For your protection, all other redemption checks
will be transferred to the bank account specified on the Account Application.
 
     WRITTEN REQUEST.  Fund shares may be redeemed by sending a written request
for redemption to "Heritage Cash Trust - Money Market Fund or Municipal Money
Market Fund, as applicable, Heritage Asset Management, Inc., P.O. Box 33022, St.
Petersburg, FL 33733". Signature guarantees will be required on the following
types of requests: redemptions from any account that has had an address change
in the past 30 days, redemptions greater than $50,000, redemptions that are sent
to an address other than the address of record and exchanges or transfers into
other Heritage accounts that have different titles. The Manager will transmit an
order to the Fund for redemption.
 
     SYSTEMATIC WITHDRAWAL PLAN.  Withdrawal plans are available that provide
for regular periodic withdrawals of $50 or more on a monthly, quarterly,
semiannual or annual basis. Under these plans, sufficient shares of the
applicable Fund are redeemed to provide the amount of the periodic withdrawal
payment. The
 
                                       10
   13
 
Manager reserves the right to cancel systematic withdrawals if insufficient
shares are available for two or more consecutive months.
 
     REDEEMING BY CHECK.  At your request, after receipt of a completed
signature card and good funds become available in the account, the Manager will
establish a checking account for redeeming Fund shares. With a Fund checking
account, shares may be redeemed simply by writing a check for $100 or more. The
redemption will be made at the net asset value next determined after the Manager
presents the check to the Fund. A check should not be written to close an
account. If you wish to redeem shares and have the proceeds available, a check
may be written on a Fund checking account and negotiated through a local bank
where you have an account. Canceled checks will be sent to you each month. All
checkwriting transactions are available to you at no charge, except as follows:
a $15.00 charge for all attempted check redemptions in which the amount of the
check exceeds the available assets in your account; and a $15.00 charge for
placing a stop payment order on a check.
 
     Please contact the Manager or your Representative for further information,
or see "Redeeming Shares" in the SAI.
 
RECEIVING PAYMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     If redemption of Fund shares is requested by contacting your
Representative, you normally will receive payment by check on the first business
day following the receipt of instructions. Redemption payments made by the
Manager to shareholders who have elected to redeem Fund shares by written
request normally are available to be mailed according to instructions within one
day following receipt of a valid redemption request. However, your right to
redeem shares or receive payment therefrom may be suspended or postponed at
times when the Exchange is closed (other than customary weekend and holiday
closings) or during periods of emergency or other periods as permitted by the
Securities and Exchange Commission. In the case of any such suspension, you may
either withdraw your request for redemption or receive payment based upon the
net asset value next determined after the suspension is lifted. If a redemption
check remains outstanding after six months, the Manager reserves the right to
redeposit those funds into your account. For more information on receiving
payment, see "Redeeming Shares - Receiving Payment" in the SAI.
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     You may exchange some or all of your shares of each Fund for shares of the
same class of any other Heritage Mutual Fund. All exchanges will be based on the
respective net asset values of the Heritage Mutual Funds involved. All exchanges
are subject to the minimum investment requirements and any other applicable
terms set forth in the prospectus for the Heritage Mutual Fund whose shares are
being acquired. A sales load will be charged on the exchange of A shares of the
Fund for the A shares of a Heritage Mutual Fund equal to that charged on a
purchase of such Heritage Mutual Fund shares unless the Fund shares being
exchanged were themselves acquired by the exchange of other Heritage Mutual Fund
shares. A CDSL of 1% will be imposed on the redemption of C shares of the Money
Market Fund acquired through exchange of C shares of another Heritage Mutual
Fund if those shares were held for less than one year. Exchanges involving the
redemption of shares recently purchased by check will be permitted only after
the Heritage Mutual Fund whose shares have been tendered for exchange is
reasonably assured that the check has cleared, normally five business days
following the purchase date. Shares acquired pursuant to a telephone request for
exchange will
 
                                       11
   14
 
be held under the same account registration as the shares redeemed through such
exchange. For a discussion of limitation of liability of certain entities, see
"How to Redeem Shares - Telephone Requests."
 
     Telephone exchanges can be effected by calling the Manager at (800)
421-4184 or by calling your Representative. In the event that you or your
Representative are unable to reach the Manager by telephone, an exchange can be
effected by sending a telegram to Heritage Asset Management, Inc. Telephone or
telegram requests for an exchange received by the Manager before 12:00 p.m.
Eastern time will be effected on that day. Requests for an exchange received
after 12:00 p.m. will be effected on the following business day. Due to the
volume of calls or other unusual circumstances, telephone exchanges may be
difficult to implement during certain time periods.
 
     The exchange privilege is available only in states where shares of the
Heritage Mutual Fund being acquired may be legally sold. Each Heritage Mutual
Fund reserves the right to reject any order to acquire shares through exchange
or otherwise to restrict or terminate the exchange privilege at any time. In
addition, each Heritage Mutual Fund may terminate this exchange privilege upon
60 days' notice. For further information on this exchange privilege and for a
copy of any Heritage Mutual Fund prospectus, contact the Manager or your
Representative and see "Exchange Privilege" in the SAI.
 
                            MANAGEMENT OF THE FUNDS
 
BOARD OF TRUSTEES
 
     The business and affairs of each Fund are managed by or under the direction
of the Trust's Board of Trustees. The Trustees are responsible for managing the
Funds' business affairs and for exercising all the Funds' powers except those
reserved to the shareholders. A Trustee may be removed by the other Trustees or
a two-thirds vote of the outstanding Fund's shares.
 
INVESTMENT ADVISER, FUND ACCOUNTANT, ADMINISTRATOR AND TRANSFER AGENT
 
     Heritage Asset Management, Inc. is the investment adviser, fund accountant,
administrator and transfer agent for each Fund. The Manager is responsible for
making investment decisions for the Money Market Fund and for reviewing and
establishing investment policies for each Fund as well as administering its
noninvestment affairs. The Manager is a wholly owned subsidiary of Raymond James
Financial, Inc., which, together with its subsidiaries, provides a wide range of
financial services to retail and institutional clients. The Manager manages,
supervises and conducts the business and administrative affairs of the other
Heritage Mutual Funds with net assets totalling approximately $2.6 billion as of
November 30, 1996. The Manager's annual investment advisory and administration
fee is paid monthly by each Fund to the Manager and is based on its average
daily net assets as shown in the charts below. Each Fund pays the Manager
directly for fund accounting and transfer agent services.
 
                                       12
   15
 
                               MONEY MARKET FUND
 

                               ADVISORY FEE
                              AS%  OF AVERAGE
AVERAGE DAILY                    DAILY NET
NET ASSETS                        ASSETS
- ---------------------------------------------

First $500 million..........        .500%
Second $500 million.........        .475%
Third $500 million..........        .450%
Fourth $500 million.........        .425%
Fifth $500 million..........        .400%
Over $2.5 billion...........        .375%

 
                          MUNICIPAL MONEY MARKET FUND
 
                               ADVISORY FEE
                              AS%  OF AVERAGE
AVERAGE DAILY                    DAILY NET
NET ASSETS                        ASSETS
- ---------------------------------------------
 
First $250 million..........        .500%
Second $250 million.........        .475%
Third $250 million..........        .450%
Fourth $250 million.........        .425%
Over $1 billion.............        .400%
 
 
     The Manager reserves the right to discontinue any voluntary waiver of its
fees or reimbursement to a Fund in the future. The Manager also may recover
advisory fees waived in the two previous years. The Manager and the Distributor
also are authorized to use the fees paid to them by each Fund to compensate
third parties who agree to provide administrative or shareholder services to the
Funds. The Manager also may compensate the Distributor or participating dealers
or banks for providing certain administrative or shareholder services to each
Fund. The Manager, as transfer agent for the Funds, maintains a share account
for each shareholder.
 
SUBADVISER
 
     The Manager has entered into an agreement with Alliance Capital Management
L.P., to provide investment advice and portfolio management services to the
Municipal Money Market Fund for a fee payable by the Manager equal to .125% of
the Fund's average daily net assets up to $100 million, .10% of average daily
net assets from $100 million to $250 million and .05% of average daily net
assets exceeding $250 million. Investment decisions for the Municipal Money
Market Fund are made by the Subadviser subject to review by the Manager and the
Board of Trustees. The Subadviser is a major international investment manager
supervising client accounts with assets totaling over $173 billion as of
September 30, 1996. The Subadviser serves its clients, primarily major corporate
employee benefit funds, public employee retirement systems, investment
companies, foundations and endowment funds, with a staff of more than 1,400
employees operating out of 7 domestic offices and the overseas offices of 9
subsidiaries.
 
     The Subadviser is a limited partnership whose general partner, Alliance
Capital Management Corporation, is an indirect wholly owned subsidiary of The
Equitable Life Assurance Society of the United States ("Equitable"). Equitable
and two of its subsidiaries own approximately 57% of the outstanding securities
of the Subadviser. Equitable, one of the largest life insurance companies in the
United States, is a wholly owned subsidiary of The Equitable Companies
Incorporated, a holding company controlled by AXA, a member of a large French
insurance group.
 
PORTFOLIO TRANSACTIONS
 
     Fund purchases of portfolio securities are made from dealers, underwriters
and issuers; sales, if any, prior to maturity, are made to dealers and issuers.
The Funds normally will not incur any brokerage commission expense on such
transactions because money market instruments generally are traded on a "net"
basis with dealers acting as principal for their own accounts without a stated
commission. The Manager or, for the Municipal Money Market Fund, the Subadviser
will effect transactions with those dealers it believes provide the most
favorable prices and are capable of providing efficient executions. Subject to
those requirements, the Manager or Subadviser, as the case may be, may consider
sales of shares of the Funds (and, if permitted by
 
                                       13
   16
 
law, of other funds for which the Manager or Subadviser, as the case may be, is
the adviser or subadviser) as a factor in the selection of broker-dealers to
execute portfolio transactions for each Fund. See the SAI for a further
discussion of portfolio transactions and brokerage services.
 
                        SHAREHOLDER AND ACCOUNT POLICIES
 
DIVIDENDS AND OTHER DISTRIBUTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     Dividends from net investment income are declared daily and paid monthly.
Each Fund's net investment income for Saturdays, Sundays and holidays is
declared as a dividend on the next business day. You receive the dividend
declared on the day following the date on which your shares are purchased. If
you withdraw the entire balance of your account, you will be paid all dividends
declared through the date of the withdrawal. Dividends are declared
automatically and issued in additional shares of each Fund unless you request
cash payments. You also may elect to have your dividends automatically invested
in any other Heritage Mutual Fund. Distributions of net short-term capital gain,
if any, normally are made once each year near calendar year-end, although such
distributions may be made more frequently in order to maintain each Fund's net
asset value at $1.00 per share. Distribution options can be changed at any time
by notifying the Manager in writing. Dividends paid by the Money Market Fund
with respect to its A shares and C shares are calculated in the same manner and
at the same time and will be in the same amount relative to the aggregate net
asset value of the shares in each class.
 
DISTRIBUTION PLANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     As compensation for services rendered and expenses borne by the Distributor
in connection with the distribution of each class of each Fund's shares and in
connection with personal services rendered to shareholders and the maintenance
of shareholder accounts, each Fund pays the Distributor a service fee of up to
0.15% of that Fund's average daily net assets attributable to that class of
shares. This fee is computed daily and paid monthly.
 
     The above-referenced fees paid to the Distributor are made under
Distribution Plans (each a "Plan") adopted pursuant to Rule 12b-1 under the 1940
Act. These Plans authorize the Distributor to spend such fees on any activities
or expenses intended to result in the sale of a Fund's shares, including:
compensation paid to Representatives, advertising, salaries and other expenses
of the Distributor relating to selling or servicing efforts; expenses of
organizing and conducting sales seminars; printing of prospectuses, SAIs and
reports for other than existing shareholders; and preparation and distribution
of advertising material and sales literature and other sales promotion expenses.
The Distributor has entered into dealer agreements with participating dealers
and/or banks who also will distribute shares of the Funds. In addition, the
Manager may elect to bear additional expenses incurred by the Distributor and
sales agents in providing such services. If a Plan is terminated, the obligation
of a Fund to make payments to the Distributor pursuant to the Plan will cease
and the Fund will not be required to make any payment past the date the Plan
terminates.
 
                                       14
   17
 
TAXES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     Each Fund intends to continue to qualify for treatment as a regulated
investment company under the Code so that it will be relieved of Federal income
tax on that part of its taxable net investment income and realized net capital
gains that is distributed to its shareholders. Dividends paid by the Money
Market Fund generally are taxable to its shareholders as ordinary income,
notwithstanding that these dividends are paid in additional Fund shares.
Distributions by the Municipal Money Market Fund that it designates as "exempt-
interest dividends" generally may be excluded from gross income by its
shareholders. Interest on indebtedness incurred or continued by a shareholder to
purchase or carry Municipal Money Market Fund shares is not deductible. You will
receive Federal income tax information regarding dividends after the end of each
year including, for the Municipal Money Market Fund, the amount of
exempt-interest dividends (and the portion thereof, if any, that is an item of
tax preference for purposes of the AMT) and the amount of any taxable dividends.
Each Fund is required to withhold 31% of all taxable dividends payable to
individuals and certain other non-corporate shareholders who do not provide the
Fund with a correct taxpayer identification number or who otherwise are subject
to backup withholding.
 
     The foregoing is only a summary of the important Federal income tax
considerations generally affecting the Funds and their shareholders. See the SAI
for a further discussion. There may be other Federal, state or local tax
considerations applicable to a particular investor. You therefore are urged to
consult your tax adviser.
 
SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
     Each share of a Fund gives the shareholder one vote in matters submitted to
shareholders for a vote, except that, in matters affecting only one Fund, only
shares of that Fund are entitled to vote. Both classes of shares of the Money
Market Fund have equal voting rights, except that, in matters affecting only a
particular class, only shares of that class are entitled to vote. As a
Massachusetts business trust, the Trust is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Trust's or a Fund's operation and for the election of Trustees
under certain circumstances. Trustees may be removed by the Trustees or by
shareholders at a special meeting. A special meeting of shareholders shall be
called by the Trustees upon the written request of shareholders owning at least
10% of the Trust's outstanding shares.
 
                                       15
   18
 
                        [HERITAGE CASH TRUST(TM) LOGO]
 
                               MONEY MARKET FUND
                                      AND
                          MUNICIPAL MONEY MARKET FUND
                                   PROSPECTUS
                                January 2, 1997
 
     Heritage Cash Trust
     P.O. Box 33022
     St. Petersburg, FL 33733
 
     --------------------------------------------
 

 
     Prospectus
 
     INVESTMENT ADVISER/
     SHAREHOLDER SERVICING AGENT
     Heritage Asset Management, Inc.
     P.O. Box 33022
     St. Petersburg, FL 33733
     (800) 421-4184
 
     DISTRIBUTOR
     Raymond James & Associates, Inc.
     P.O. Box 12749
     St. Petersburg, FL 33733
     (813) 573-3800
 
     LEGAL COUNSEL
     Kirkpatrick & Lockhart LLP
 
     110M HAM003
The Securities and Exchange Commission maintains a Web site, http://www.sec.gov, that contains the Statement of Additional Information, material incorporated by reference and other pertinent information.

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