0000898432-08-001314 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • December 23rd, 2008 • Eagle Growth & Income Fund • 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”).

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FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 23rd, 2008 • Eagle Growth & Income Fund • Florida

AGREEMENT made as of the 1st day of November, by and between Eagle Growth & Income Fund, 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”).

FORM OF ADMINISTRATION AGREEMENT EAGLE CAPITAL APPRECIATION FUND EAGLE GROWTH & INCOME FUND EAGLE SERIES TRUST
Administration Agreement • December 23rd, 2008 • Eagle Growth & Income Fund • Florida

This Agreement is made as of November 1, 2008, by and among EAGLE CAPITAL APPRECIATION FUND, EAGLE GROWTH & INCOME FUND and EAGLE SERIES TRUST, each a Massachusetts business trust (each a “Trust”), and EAGLE ASSET MANAGEMENT, INC., a Florida corporation (“Administrator”).

FORM OF SUBADVISORY AGREEMENT
Subadvisory Agreement • December 23rd, 2008 • Eagle Growth & Income Fund • Florida

This Subadvisory Agreement is made as of November 1, 2008, between Eagle Asset Management, Inc., a Florida corporation (the “Manager”), and Thornburg Investment Management, Inc., a Delaware company (the “Subadviser”).

FORM OF EAGLE FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 23rd, 2008 • Eagle Growth & Income Fund • Florida

This Agreement is made as of November 1, 2008, by and between EAGLE CAPITAL APPRECIATION FUND, EAGLE GROWTH & INCOME FUND, and EAGLE SERIES TRUST, each a Massachusetts business trust (each, "the Trust”), and EAGLE ASSET MANAGEMENT, INC., a Florida corporation (“Adviser”).

EAGLE FUNDS ACCOUNTING AND PRICING SERVICES AGREEMENT
Eagle Funds Accounting and Pricing Services Agreement • December 23rd, 2008 • Eagle Growth & Income Fund

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. (“EFS”), a Florida corporation.

FORM OF EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 23rd, 2008 • Eagle Growth & Income Fund • Massachusetts

Eagle Capital Appreciation Fund, Eagle Growth & Income Fund, Eagle Series Trust and Heritage Cash Trust, each a Massachusetts business trust, (each a “Trust”) offer, as applicable, multiple series and classes of shares of beneficial interest for sale to the public. Each series and class has unique fees and expenses. Each Trust’s series (“Series”) and its respective classes (“Class”), as applicable, are listed in Attachment A.

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