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November 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Heritage Income-Growth Trust
(the "Trust") SEC File No. 33-7559
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
please be advised of the following information regarding the Trust:
(i) The fiscal year of the Trust for which this Notice is filed
is the year ended September 30, 1995.
(ii) There were no shares of beneficial interest in the Trust
which had been registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 which remained unsold at
the beginning of such fiscal year.
(iii) There were no shares of the Trust registered during such
fiscal year other than pursuant to Rule 24f-2.
(iv) There were 181,769 shares of securities of the Trust sold for
$2,057,099 during such fiscal year.
(v) There were 181,769 shares of securities of the Trust sold for
$2,057,099 during such fiscal year in reliance upon
registration pursuant to Rule 24f-2.
This notice is accompanied by an opinion of counsel as to whether
the securities, the registration of which this Notice makes definite in
number, were legally issued, fully paid and non-assessable, and a
certified check for the filing fee as required by paragraphs (b)(1)(v) and
(c), respectively, of rule 24f-2.
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Securities and Exchange Commission
November 28, 1995
Page 2
Pursuant to Rule 24f-2(c), the filing fee accompanying this Notice
was calculated as follows:
(a) actual aggregate sale price of securities sold
pursuant to rule 24f-2 during fiscal year
(paragraph (v) above) . . . . . . . . . . . . . . $2,057,099
(b) reduced by the difference between:
(1) the actual aggregate redemption price of
securities of the Trust redeemed by the
Trust during such fiscal year . . . . . . . 5,764,667
and
(2) the actual aggregate redemption price of
such redeemed securities previously
applied pursuant to Rules 24e-2(a) and
24e-1 of the Act . . . . . . . . . . . . . 0
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(c) equal net sales of . . . . . . . . . . . . . . . $(3,707,568)
Fee calculated pursuant to Section 6(b) of the
Securities Act of 1933: . . . . . . . . . . . . . . $ None
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Please acknowledge receipt of this filing by stamping and returning
to my messenger the duplicate copy of this letter.
Very truly yours,
/s/ Stephen G. Hill
By:_______________________
Stephen G. Hill
President
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KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
South Lobby, 9th Floor
Washington, D.C. 20036
(202) 778-9000
ROBERT J. ZUTZ
(202) 778-9059
[email protected]
November 28, 1995
Heritage Income-Growth Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Re: Rule 24f-2 Notice
Gentlemen:
Heritage Income-Growth Trust (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts. We understand that
the Trust is about to file a Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"), for the
purpose of making definite the number of shares which it has registered
under the Securities Act of 1933, as amended (the "1933 Act"), and which
it sold during its fiscal year ended September 30, 1995.
We have, as counsel, participated in various business and other
matters relating to the Trust. We have examined copies, either certified
or otherwise proved to be genuine, of its Declaration of Trust and
By-Laws, as now in effect, the minutes of meetings of its Trustees and
other documents relating to its organization and operation, and we
generally are familiar with its business affairs. Based on the foregoing,
it is our opinion that the Shares sold during the fiscal year ended
September 30, 1995, the registration of which will be made definite by the
filing of a Rule 24f-2 Notice, were legally issued, fully paid and non-
assessable. We express no opinion as to compliance with the 1933 Act, the
1940 Act or applicable state securities laws in connection with the sales
of shares of beneficial interest.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust. The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment. It also requires that notice of such
disclaimer be give in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust. The
Declaration of Trust further provides: (i) for indemnification from Trust
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Heritage Income-Growth Trust
November 28, 1994
Page 2
assets for all loss and expense of any shareholder held personally liable
for the obligations of the Trust by virtue of ownership of Shares of the
Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the Trust would be unable to meet its
obligations.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Trust's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ Robert J. Zutz
By _______________________
Robert J. Zutz
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