0001193125-06-261781 Sample Contracts

HERITAGE MUTUAL FUNDS DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 2006 • Heritage Growth & Income Trust • Massachusetts

This Distribution Agreement is made this 17th day of July 2006, by and between each registered investment company listed in Schedule A hereto (each, a “Trust”) which are Massachusetts business trusts, and Heritage Fund Distributors, Inc. a Florida corporation (the “Distributor”).

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SUBADVISORY AGREEMENT HERITAGE GROWTH AND INCOME TRUST
Subadvisory Agreement • December 29th, 2006 • Heritage Growth & Income Trust • Florida

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

SUBADVISORY AGREEMENT FOR HERITAGE GROWTH AND INCOME TRUST
Subadvisory Agreement • December 29th, 2006 • Heritage Growth & Income Trust

Agreement made as of January 2, 2007 between Heritage Asset Management, Inc., a Florida corporation (the “Manager”), and Eagle Asset Management, Inc., a Florida corporation (the “Subadviser”).

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