0001193125-06-261787 Sample Contracts

ADMINISTRATION AGREEMENT HERITAGE CAPITAL APPRECIATION TRUST HERITAGE GROWTH AND INCOME TRUST HERITAGE INCOME TRUST HERITAGE SERIES TRUST
Administration Agreement • December 29th, 2006 • Heritage Income Trust • Florida

This Agreement is made as of January 2, 2007, by and among HERITAGE CAPITAL APPRECIATION TRUST, HERITAGE GROWTH AND INCOME TRUST, HERITAGE INCOME TRUST AND HERITAGE SERIES TRUST, each a Massachusetts business trust (each a “Trust”), and HERITAGE ASSET MANAGEMENT, INC., a Florida corporation (“Administrator”).

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HERITAGE FUNDS INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 29th, 2006 • Heritage Income Trust • Florida

This Agreement is made as of January 2, 2007, by and between HERITAGE CAPITAL APPRECIATION TRUST, HERITAGE GROWTH AND INCOME TRUST, HERITAGE INCOME TRUST AND HERITAGE SERIES TRUST, each a Massachusetts business trust (each, the “Trust”), on behalf of each Series of the Trust listed on Schedule A hereto, as may be amended from time to time (“Series”), and HERITAGE ASSET MANAGEMENT, INC., a Florida corporation (“Adviser”).

HERITAGE INCOME TRUST – HIGH YIELD BOND FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2006 • Heritage Income Trust • Florida

This Subadvisory Agreement is made as of January 2, 2007, between Heritage Asset Management, Inc., a Florida corporation (the “Manager”), and Western Asset Management Company, a California corporation (the “Subadviser”).

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