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As filed with the Securities and Exchange Commission on September 30, 1996
File No. 33-30361
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 12
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 13
(Check appropriate box or boxes)
HERITAGE INCOME 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) 578-3800
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.
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<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 3,737,528.83 $9.06 $290,000 $100.00*
Beneficial Interest
of Heritage Income
Trust- Intermediate
Government Fund, 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 for the Heritage Income Trust-
Intermediate Government Fund 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, as
amended. During its fiscal year ended September 30, 1995, Registrant
redeemed or repurchased 4,228,360 shares of beneficial interest. During
its current fiscal year, Registrant used 522,786 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 3,705,574 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, as amended, 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. 12 under the 1940
Act 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 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen G. Hill President September 30, 1996
-----------------------------
Stephen G. Hill
Thomas A. James* Trustee September 30, 1996
-----------------------------
Thomas A. James
Richard K. Riess* Trustee September 30, 1996
-----------------------------
Richard K. Riess
C. Andrew Graham* Trustee September 30, 1996
-----------------------------
C. Andrew Graham
David M. Phillips* Trustee September 30, 1996
-----------------------------
David M. Phillips
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James L. Pappas* Trustee September 30, 1996
-----------------------------
James L. Pappas
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
/TABLE
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KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
September 30, 1996
Heritage Income Trust
880 Carillon Parkway
St. Petersburg, Florida 33716
Gentlemen:
Heritage Income 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. 12 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. 12, 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
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Heritage Income Trust
September 30, 1996
Page 2
obligations.
We hereby consent to this opinion accompanying Post-Effective
Amendment No. 12 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
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