<PAGE>
As filed with the Securities and Exchange Commission on September 30, 1996
File No.33-7559
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 13
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 14
(Check appropriate box or boxes)
HERITAGE INCOME-GROWTH TRUST
(Exact name of registrant as specified in charter)
880 Carillon Parkway
St. Petersburg, FL 33716
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (813) 573-3800
STEPHEN G. HILL, PRESIDENT
880 Carillon Parkway
St. Petersburg, FL 33716
(Name and Address of Agent for Service)
Copies to:
CLIFFORD J. ALEXANDER, ESQ.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, D.C. 20036-1800
Telephone: (202) 778-9000
It is proposed that this filing will become effective immediately upon
filing, pursuant to paragraph (b) of Rule 485.
Registrant filed a Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, on or about November 29, 1995.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount of Maximum Maximum Amount of
Being Shares Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C>
Class A Shares of 349,748.22 $14.51 $290,000 $100.00*
Beneficial Interest
of Heritage Income-
Growth Trust, No Par
Value
</TABLE>
The fee for the above shares to be registered by this filing has been
computed on the basis of the price in effect on September 25, 1996.
__________________________
* Calculation of the proposed maximum aggregate offering price has been
made pursuant to Rule 24e-2 under the Investment Company Act of 1940.
During its fiscal year ended September 30, 1995, Registrant redeemed or
repurchased 511,531 shares of beneficial interest. During its current
fiscal year, Registrant used 181,769 of the shares it redeemed or
repurchased during its fiscal year ended September 30, 1995, for a
reduction pursuant to paragraph (c) of Rule 24f-2 under the Investment
Company Act of 1940. Registrant is using this post-effective amendment to
register the remaining 329,762 shares redeemed or repurchased during its
fiscal year ended September 30, 1995. During its current fiscal year
Registrant has filed no other post-effective amendments for the purpose of
the reduction pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets the requirements for effectiveness of this amendment to its
Registration Statement under Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 13 to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Petersburg and the State of
Florida, on the 30th day of September, 1996. No other material event
requiring prospectus disclosure has occurred since the later of the three
dates specified in Rule 485(b)(3).
HERITAGE INCOME-GROWTH TRUST
By: /s/ Stephen G. Hill
---------------------------
Stephen G. Hill, President
Attest:
/s/ Donald H. Glassman
------------------------------
Donald H. Glassman, Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen G. Hill President September 30, 1996
-------------------------
Stephen G. Hill
Richard K. Riess* Trustee September 30, 1996
-------------------------
Richard K. Riess
Thomas A. James* Trustee September 30, 1996
-------------------------
Thomas A. James
C. Andrew Graham* Trustee September 30, 1996
-------------------------
C. Andrew Graham
David M. Phillips* Trustee September 30, 1996
-------------------------
David M. Phillips
James L. Pappas* Trustee September 30, 1996
-------------------------
James L. Pappas
<PAGE>
Donald W. Burton* Trustee September 30, 1996
-------------------------
Donald W. Burton
Eric Stattin* Trustee September 30, 1996
-------------------------
Eric Stattin
/s/ Donald H. Glassman Treasurer September 30, 1996
-------------------------
Donald H. Glassman
*By /s/ Donald H. Glassman
------------------------------------
Donald H. Glassman, Attorney-In-Fact
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036-1800
September 30, 1996
Heritage Income-Growth Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
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 Post-Effective Amendment No. 13 to its
Registration Statement on Form N-1A for the purpose of registering
additional shares of beneficial interest under the Securities Act
of 1933, as amended ("1933 Act"), pursuant to Section 24(e)(1) of the
Investment Company Act of 1940, as amended ("1940 Act").
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 of beneficial interest of the Trust
currently being registered pursuant to Section 24(e)(1) as reflected in
Post-Effective Amendment No. 13, when sold in accordance with the Trust's
Declaration of Trust and By-Laws, will be legally issued, fully paid and
nonassessable, subject to compliance with the 1933 Act, the 1940 Act and
applicable state laws regulating the offer and sale of securities.
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 given 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
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.
<PAGE>
Heritage Income-Growth Trust
September 30, 1996
Page 2
We hereby consent to this opinion accompanying Post-Effective
Amendment No. 13 that you are about to file with the Securities and
Exchange Commission.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Robert J. Zutz
-----------------------
Robert J. Zutz
<PAGE>
