0000898432-08-001109 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • October 31st, 2008 • Heritage Cash Trust • Massachusetts

This Distribution Agreement is made this 1st day of November 2008, by and between each registered investment company listed in Schedule A hereto (each, a “Trust”) which are Massachusetts business trusts, and Eagle Fund Distributors, Inc. a Florida corporation (the “Distributor”). WHEREAS, each Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and has registered its shares of beneficial interest (“Shares”) for sale to the public under the Securities Act of 1933, as amended (the “1933 Act”); and WHEREAS, each Trust offers for public sale one or more distinct series of Shares as listed on Schedule A to this Agreement (“Series”); and WHEREAS, each Trust wishes to retain the Distributor as principal underwriter (as such term is defined in Section 2(a)(29) of the 1940 Act) in connection with the offering and sale of the Shares of each Series

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FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT between HERITAGE CASH TRUST and EAGLE FUND SERVICES, INC.
Transfer Agency and Service Agreement • October 31st, 2008 • Heritage Cash Trust • Florida

AGREEMENT made as of the 1st day of November by and between Heritage Cash Trust, a Massachusetts business trust, having its principal office and place of business at 880 Carillon Parkway, St. Petersburg, Florida 33716 (the “Trust”), and Eagle Fund Services, Inc., a Florida corporation and a duly registered transfer agent pursuant to the Securities Exchange Act of 1934, having its principal office and place of business at 880 Carillon Parkway, St. Petersburg, Florida 33716 (the “Agent”).

HERITAGE CASH TRUST INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
Investment Advisory and Administration Agreement • October 31st, 2008 • Heritage Cash Trust • Florida

This Agreement is made as of November 1, 2008, between Heritage Cash Trust, a Massachusetts business trust ("Trust"), and Eagle Asset Management, Inc. ("Manager").

FORM OF HERITAGE CASH TRUST SUBADVISORY AGREEMENT
Subadvisory Agreement • October 31st, 2008 • Heritage Cash Trust • Florida

This Subadvisory Agreement is made as of November 1, 2008, between Eagle Asset Management, Inc., a Florida corporation (the “Manager”), and AllianceBernstein, L.P., a Delaware limited partnership (the “Subadviser”).

INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
Investment Advisory and Administration Agreement • October 31st, 2008 • Heritage Cash Trust

Agreement made as of November 1, 2008, between Heritage Cash Trust, a Massachusetts business trust ("Trust"), and Eagle Asset Management, Inc. ("Manager").

EAGLE FUNDS ACCOUNTING AND PRICING SERVICES AGREEMENT
Accounting and Pricing Services Agreement • October 31st, 2008 • Heritage Cash Trust

THIS AGREEMENT is made as of the 1st day of November, by and between each of the investment companies and investment series thereof (including applicable classes) listed on Schedule A attached hereto, as such Schedule is amended from time to time (each a “Fund” and collectively, the “Funds”), and Eagle Fund Services, Inc. (“Eagle”), a Florida corporation.

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