FORM N-8F
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application Pursuant to Section 8(f) of the
Investment Company Act of 1940 ("Act")
and Rule 8f-1 Thereunder for Order Declaring
that a Registered Investment Company has Ceased
to be an Investment Company under the Act
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for descriptions,
SEE Instruction 1 above):
[x] Merger
[ ] Liquidation
[ ] Abandonment of Registration
(Note: Abandonments of Registration answer ONLY questions 1
through 15, 24 and 25 of this form and complete verification at the
end of the form.)
[ ] Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end of
the form.)
2. Name of fund: Heritage U.S. Government Income Fund
3. Securities and Exchange Commission File No.: 811-07980
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[x] Initial Application [ ] Amendment
5. Address of Principal Executive Office (include No. and Street, City,
State, Zip Code):
880 Carillon Parkway
St. Petersburg, Florida 33716
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Francine J. Rosenberger, Esq.
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Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, 2nd Floor
Washington, D.C. 20036
202/778-9000
7. Name, address and telephone number of individual or entity responsible for
maintenance and preservation of fund's records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Heritage Asset Management, Inc. State Street Bank and Trust
Company
100 Carillon Parkway P.O. Box 1912
St. Petersburg, Florida 33716 Boston, Massachusetts 02105
(727) 573-3800 (617) 985-8161
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[x] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[ ] Open-end [x] Closed-end
10. State law under which the fund was organized or formed (E.G., Delaware or
Massachusetts):
The fund is organized as a Massachusetts business trust.
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
Heritage Asset Management, Inc.
100 Carillon Parkway
St. Petersburg, Florida 33716
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
principal underwriters have been terminated:
Raymond James & Associates, Inc.
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880 Carillon Parkway
St. Petersburg, Florida 33716
13. Not applicable.
14. Not applicable.
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[x] Yes [ ] No
If Yes, state the date on which the board vote took place: May 17,
1999.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[x] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
September 27, 1999.
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[x] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
October 15, 1999.
(b) Were the distributions made on the basis of net assets?
[x] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[x] Yes [ ] No
(d) Not applicable.
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(e) Not applicable.
17. CLOSED-END FUNDS ONLY: Has the fund issued senior securities?
[ ] Yes [x] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[x] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed? (b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [x] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (SEE
QUESTION 18 ABOVE)
[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
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[ ] Yes [x] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
(i) Legal expenses: $45,000
(ii) Accounting expenses: $10,500
(iii) Other expenses (list and identify separately):
Proxy Printing and Mailing $6,000
(iv) Total expenses (sum of lines (i)-(iii) above):
$61,500
(b) How were those expenses allocated?
INVESTMENT ADVISOR INCURRED EXPENSES.
(c) Who paid those expenses?
HERITAGE ASSET MANAGEMENT, INC. (INVESTMENT ADVISOR)
(d) How did the fund pay for unamortized expenses (if any)?
THEY WERE CHARGED OFF TO THE INVESTMENT ADVISOR.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [x] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [x] No
If Yes, describe the nature of any litigation or proceeding and the
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position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?
[ ] Yes [x] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger: Intermediate
Government Fund, a series of Heritage Income Trust.
(b) State the Investment Company Act file number of the fund
surviving the Merger: File No. 811-5853.
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed: File No. 333-80997, Form N-14, filed on June
18, 1999; Form N-14/A, filed on July 15, 1999; Form 497, filed on
July 29, 1999.
(d) If the merger or reorganization agreement has not been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf
of Heritage U.S. Government Income Fund (ii) he is the President of Heritage
U.S. Government Income Fund and (iii) all actions by shareholders, directors,
and any other body necessary to authorize the undersigned to execute and file
this Form N-8F application have been taken. The undersigned also states that the
facts set forth in this Form N-8F application are true to the best of his
knowledge, information and belief.
/s/ Stephen G. Hill
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Stephen G. Hill
President
Heritage U.S. Government Income Fund
