UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number: 811-04767

                        HERITAGE GROWTH AND INCOME TRUST
                        --------------------------------
               (Exact name of Registrant as Specified in Charter)

                              880 Carillon Parkway
                            St. Petersburg, FL 33716
               (Address of Principal Executive Office) (Zip Code)

       Registrant's Telephone Number, including Area Code: (727) 576-8143

                           STEPHEN G. HILL, PRESIDENT
                              880 Carillon Parkway
                            St. Petersburg, FL 33716
                     (Name and Address of Agent for Service)

                                    Copy to:
                           CLIFFORD J. ALEXANDER, ESQ.
                 Kirkpatrick & Lockhart Preston Gates Ellis LLP
                               1601 K. Street, NW
                             Washington, D.C. 20006

Date of fiscal year end:     October 31
Date of Reporting Period:    July 1, 2006 to June 30, 2007



ITEM 1. PROXY VOTING RECORD.


Heritage Growth and Income Trust







 Heritage   Cusip    Ticker    Issuer Name      Meeting           Issue           Shareholder,  Voted With or   How the Fund  Voted?
Fund Name           Symbol                       Date                             Management,      Against        Cast Vote
                                                                                      or          Management
                                                                                     Issuer
                                                                                   Proposal
                                                                                                   
Growth    330832204 FSH     Fisher Scientific    8/30/06 Approve Merger          M             With            For              Y
and                         International Inc            Agreement
Income
Growth    338032204 FSH     Fisher Scientific    8/30/06 Adjourn Meeting         M             With            For              Y
and                         International Inc
Income
Growth     997MW02  FRE     Freddie Mac           9/8/06 Elect Directors         M             With            For              Y
and
Income
Growth     997MW02  FRE     Freddie Mac           9/8/06 Ratify Auditors         M             With            For              Y
and
Income
Growth     997MW02  FRE     Freddie Mac           9/8/06 Report on Charitable    S             With            Against          Y
and                                                      Contributions
Income
Growth    594918104 MSFT    Microsoft Corp               Elect Directors         M             With            For              Y
and                                           11/14/2006
Income
Growth    594918104 MSFT    Microsoft Corp               Ratify Auditors         M             With            For              Y
and                                           11/14/2006
Income
Growth    594918104 MSFT    Microsoft Corp               Cease Product Sales     S             With            Against          Y
and                                           11/14/2006 that Can Be Used to
Income                                                   Violate Human Rights
Growth    594918104 MSFT    Microsoft Corp               Amend EEO Statement to  S             With            Against          Y
and                                           11/14/2006 Not Reference Sexual
Income                                                   Orientation
Growth    594918104 MSFT    Microsoft Corp               Establish Shareholder   S             With            Against          Y
and                                           11/14/2006 Advisory Committee
Income
Growth    E11805103 N/A     Air Products &     1/25/2007 Elect Directors         M             With            For              Y
and                         Chemicals Inc
Income
Growth    E11805103 N/A     Air Products &     1/25/2007 Elect Director Margaret M             Against         Abstain          N
and                         Chemicals Inc                G Mcglynn
Income
Growth    E11805103 N/A     Air Products &     1/25/2007 Ratify Auditors         M             With            For              Y
and                         Chemicals Inc
Income
Growth    Y1489Q103 N/A     country-           2/14/2007 Approve Acquisition of  M             With            For              Y
and                         regionplaceChina             Equity Interests in
Income                      Merchants                    Shekou Container
                            Holdings                     Terminals Ltd (SCT1)
                            (International)              and Shekou Container
                            Co Ltd                       Terminals (Phase II) Co
                                                         Ltd (SCT2) from Swire
                                                         Pacific Ltd and Equity
                                                         Interests in SCT1 and
                                                         SCT2 from P&O Dover
                                                         (Hldgs) Ltd
Growth    Y1489Q103 N/A     country-           2/14/2007 Approve Modern          M             With            For              Y
and                         regionplaceChina             Terminals Ltd (MTL)
Income                      Merchants                    Acquisition
                            Holdings                     Rationalisation
                            (International)              Agreement and
                            Co Ltd                       Shareholders' Agreement
Growth    E11805103 N/A     Banco              3/16/2007 Approve Individual and  M             With            For              Y
and                         CityplaceBilbao              Consolidated Financial
Income                      Vizcaya                      Statements for Fiscal
                            Argentaria                   Year Ended 12-31-06
                                                         Allocation of Income
                                                         and Distribution of
                                                         Dividend and Discharge
                                                         Directors
Growth    E11805103 N/A     Banco              3/16/2007 Nominate Rafael Bermejo M             With            For              Y
and                         CityplaceBilbao              Blanco to Board of
Income                      Vizcaya                      Directors
                            Argentaria
Growth    E11805103 N/A     Banco              3/16/2007 Ratify Board Members    M             With            For              Y
and                         CityplaceBilbao
Income                      Vizcaya
                            Argentaria
Growth    E11805103 N/A     Banco              3/16/2007 Authorize Increase in   M             With            For              Y
and                         CityplaceBilbao              Authority Granted to
Income                      Vizcaya                      the Board at the AGM
                            Argentaria                   Held on 3-18-06 by up
                                                         to EUR 30 Billion Via
                                                         Issuance of Non-
                                                         convertible and
                                                         Exchangeable Securities
Growth    E11805103 N/A     Banco              3/16/2007 Authorize Repurchase of M             With            For              Y
and                         CityplaceBilbao              Shares; Grant Authority
Income                      Vizcaya                      to Reduce Capital Via
                            Argentaria                   Amortization of
                                                         Treasury Shares
Growth    E11805103 N/A     Banco              3/16/2007 Reelect Auditors for    M             With            For              Y
and                         CityplaceBilbao              Fiscal Year 2007
Income                      Vizcaya
                            Argentaria
Growth    E11805103 N/A     Banco              3/16/2007 Amend Article 36 of     M             With            For              Y
and                         CityplaceBilbao              Bylaws Re: Lenght of
Income                      Vizcaya                      Term and Reelection of
                            Argentaria                   Directors
Growth    E11805103 N/A     Banco              3/16/2007 Approve Creation of a   M             With            For              Y
and                         CityplaceBilbao              Foundation for the
Income                      Vizcaya                      Cooperation and
                            Argentaria                   Development of Social-
                                                         Economic Projects
                                                         through Micro-Financing
                                                         Activities
Growth    E11805103 N/A     Banco              3/16/2007 Authorize Board to      M             With            For              Y
and                         CityplaceBilbao              Ratify and Execute
Income                      Vizcaya                      Approved Resolutions
                            Argentaria
Growth    871562203 N/A     Synagro            3/29/2007 Approve Merger          M             With            For              Y
and                         Technologies Inc             Agreement
Income
Growth    871562203 N/A     Synagro            3/29/2007 Other Business          M             Against         Against          Y
and                         Technologies Inc
Income
Growth    871562203 N/A     Synagro            3/29/2007 Adjourn Meeting         M             With            For              Y
and                         Technologies Inc
Income
Growth    902973304 USB     country-             4/17/07 Elect Directors         M             with            For              Y
and                         regionplaceU.S.
Income                      Bancorp
Growth    902973304 USB     country-             4/17/07 Ratify Auditors         M             with            For              Y
and                         regionplaceU.S.
Income                      Bancorp
Growth    902973304 USB     country-             4/17/07 Approve Omnibus Stock   M             with            For              Y
and                         regionplaceU.S.              Plan
Income                      Bancorp
Growth    902973304 USB     country-             4/17/07 Declassify the Board of M             with            For              Y
and                         regionplaceU.S.              Directors
Income                      Bancorp
Growth    902973304 USB     country-             4/17/07 Approve Report of the   S             against         For              Y
and                         regionplaceU.S.              Compensation Committee
Income                      Bancorp
Growth    902973304 USB     country-             4/17/07 Establish SERP Policy   S             against         For              Y
and                         regionplaceU.S.
Income                      Bancorp
Growth    172967101 C       Citigroup Inc        4/17/07 Elect Directors         M             with            For              Y
and
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Report on Government    S             with            Against          Y
and                                                      Service of Employees
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Report on Political     S             against         For              Y
and                                                      Contributions
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Report on Charitable    S             with            Against          Y
and                                                      Contributions
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Approve Report of the   S             against         For              Y
and                                                      Compensation Committee
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Report on Pay Disparity S             with            Against          Y
and
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Separate Chairman and   S             with            Against          Y
and                                                      CEO Positions
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Stock Retention/Holding S             with            Against          Y
and                                                      Period
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Restore or Provide for  S             with            Against          Y
and                                                      Cumulative Voting
Income
Growth    172967101 C       Citigroup Inc        4/17/07 Amend Bylaws to Permit  S             against         For              Y
and                                                      Shareholders to Call
Income                                                   Special Meetings
Growth    13817101  AA      Alcoa Inc            4/20/07 Elect Directors         M             with            For              Y
and
Income
Growth    13817101  AA      Alcoa Inc            4/20/07 Ratify Auditor          M             with            For              Y
and
Income
Growth    369604103 GE      General Electric     4/25/07 Elect Directors         M             with            CityplaceSplit   Y
and                         Co
Income
Growth    369604103 GE      General Electric     4/25/07 Ratify Auditors         M             with            For              Y
and                         Co
Income
Growth    369604103 GE      General Electric     4/25/07 Adopt Majority Vote     M             with            For              Y
and                         Co                           Standard in Director
Income                                                   Elections
Growth    369604103 GE      General Electric     4/25/07 Approve Omnibus Stock   M             with            For              Y
and                         Co                           Plan
Income
Growth    369604103 GE      General Electric     4/25/07 Company-Specific-       M             with            For              Y
and                         Co                           Approve Material Terms
Income                                                   of Senior Officer
                                                         Performance Goals
Growth    369604103 GE      General Electric     4/25/07 Provide for Cumulative  S             against         For              Y
and                         Co                           Voting
Income
Growth    369604103 GE      General Electric     4/25/07 Company-Specific --     S             against         For              Y
and                         Co                           Adopt Policy on
Income                                                   Overboarded Directors
Growth    369604103 GE      General Electric     4/25/07 Company-Specific -- One S             with            Against          Y
and                         Co                           Director from the Ranks
Income                                                   of Retirees
Growth    369604103 GE      General Electric     4/25/07 Separate Chairman and   S             against         For              Y
and                         Co                           CEO Positions
Income
Growth    369604103 GE      General Electric     4/25/07 Limit Dividend and      S             against         For              Y
and                         Co                           Dividend Equivalent
Income                                                   Payments to Executives
Growth    369604103 GE      General Electric     4/25/07 Report on Charitable    S             with            Against          Y
and                         Co                           Contributions
Income
Growth    369604103 GE      General Electric     4/25/07 Report on Global        S             with            Against          Y
and                         Co                           Warming
Income
Growth    369604103 GE      General Electric     4/25/07 Adopt Ethical Criteria  S             with            Against          Y
and                         Co                           for Military Contracts
Income
Growth    369604103 GE      General Electric     4/25/07 Report on Pay Disparity S             with            Against          Y
and                         Co
Income
Growth    60505104  BAC     Bank of America      4/25/07 Elect Directors         M             with            For              Y
and                         Corp
Income
Growth    60505104  BAC     Bank of America      4/25/07 Ratify Auditors         M             with            For              Y
and                         Corp
Income
Growth    60505104  BAC     Bank of America      4/25/07 Prohibit Executive      S             with            Against          Y
and                         Corp                         Stock-Based Awards
Income
Growth    60505104  BAC     Bank of America      4/25/07 Change Size of Board of S             with            Against          Y
and                         Corp                         Directors
Income
Growth    60505104  BAC     Bank of America      4/25/07 Separate Chairman and   S             with            Against          Y
and                         Corp                         CEO Positions
Income
Growth    166764100 CVX     Chevron              4/25/07 Elect Directors         M             with            For              Y
and                         Corporation
Income
Growth    166764100 CVX     Chevron              4/25/07 Ratify Auditors         M             with            For              Y
and                         Corporation
Income
Growth    166764100 CVX     Chevron              4/25/07 Reduce Supermajority    M             with            For              Y
and                         Corporation                  Vote Requirement
Income
Growth    166764100 CVX     Chevron              4/25/07 Adopt Human Rights      S             against         For              Y
and                         Corporation                  Policy
Income
Growth    166764100 CVX     Chevron              4/25/07 Adopt Greenhouse Gas    S             with            Against          Y
and                         Corporation                  Emission Reduction
Income                                                   Goals
Growth    166764100 CVX     Chevron              4/25/07 Adopt Animal Welfare    S             with            Against          Y
and                         Corporation                  Policy
Income
Growth    166764100 CVX     Chevron              4/25/07 Separate Chairman and   S             against         For              Y
and                         Corporation                  CEO Positions
Income
Growth    166764100 CVX     Chevron              4/25/07 Approve/Amend Terms of  S             with            Against          Y
and                         Corporation                  Existing Poison Pill
Income
Growth    166764100 CVX     Chevron              4/25/07 Report on Market        S             with            Against          Y
and                         Corporation                  Specific Environmental
Income                                                   Laws
Growth    E8893G102         Bolsas y Mercados    4/25/07 Accept Individual and   M             with            For              Y
and                         Espanoles                    Consolidated Financial
Income                      Sociedad Hldg de             Statements and
                            Mercados y                   Statutory Reports for
                            Sistemas                     Fiscal Year Ended
                            Financiers S.A               12/31/06
Growth    E8893G102         Bolsas y Mercados    4/25/07 Approve Allocation of   M             with            For              Y
and                         Espanoles                    Income
Income                      Sociedad Hldg de
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Elect Directors         M             with            For              Y
and                         Espanoles
Income                      Sociedad Hldg de
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Approve Remuneration of M             with            For              Y
and                         Espanoles                    the Chairman of the
Income                      Sociedad Hldg de             Board of Directors
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Approve Remuneration of M             with            For              Y
and                         Espanoles                    Directors
Income                      Sociedad Hldg de
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Reelect Deloitte S.L.   M             with            For              Y
and                         Espanoles                    as External Auditors
Income                      Sociedad Hldg de             for Fiscal Year 2007
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Authorize Repurchase of M             with            For              Y
and                         Espanoles                    Shares
Income                      Sociedad Hldg de
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Authorize Board to      M             with            For              Y
and                         Espanoles                    Ratify and Execute
Income                      Sociedad Hldg de             Approved Resolutions
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    E8893G102         Bolsas y Mercados    4/25/07 Allow Questions         M             with            For              Y
and                         Espanoles
Income                      Sociedad Hldg de
                            Mercados y
                            Sistemas
                            Financiers S.A
Growth    13642L100 COS.U   Canadian Oil         4/25/07 Appoint                 M             with            For              Y
and                         Sands Trust                  PricewaterhouseCoopers
Income                                                   LLP as Auditors of COSL
                                                         and Authorize Board to
                                                         Fix Remuneration of
                                                         Auditors
Growth    13642L100 COS.U   Canadian Oil         4/25/07 Approve                 M             with            For              Y
and                         Sands Trust                  PricewaterhouseCoopers
Income                                                   LLP as Auditors and
                                                         Authorize Board to Fix
                                                         Remuneration of
                                                         Auditors
Growth    13642L100 COS.U   Canadian Oil         4/25/07 Elect Directors         M             with            For              Y
and                         Sands Trust
Income
Growth    13642L100 COS.U   Canadian Oil         4/25/07 Adopt Unitholder Rights M             with            For              Y
and                         Sands Trust                  Plan
Income
Growth    02209S103 MO      Altria Group Inc     4/26/07 Elect Directors         M             with            For              Y
and
Income
Growth    02209S103 MO      Altria Group Inc     4/26/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    02209S103 MO      Altria Group Inc     4/26/07 Provide for Cumulative  S             against         For              Y
and                                                      Voting
Income
Growth    02209S103 MO      Altria Group Inc     4/26/07 Disclose Information on S             with            Against          Y
and                                                      Secondhand Smoke
Income
Growth    02209S103 MO      Altria Group Inc     4/26/07 Cease Add Campaigns     S             with            Against          Y
and                                                      Oriented to Prevent
Income                                                   Youth Smoking
Growth    02209S103 MO      Altria Group Inc     4/26/07 Cease Production        S             with            Against          Y
and                                                      Promotion and Marketing
Income                                                   of Tobacco Products
Growth    02209S103 MO      Altria Group Inc     4/26/07 Adopt Animal Welfare    S             with            Against          Y
and                                                      Policy
Income
Growth    84265V105 PCU     Southern Copper      4/26/07 Elect Directors         M             against         CityplaceSplit   Y
and                         Corporation
Income
Growth    84265V105 PCU     Southern Copper      4/26/07 Eliminate Class of      M             with            For              Y
and                         Corporation                  Common Stock
Income
Growth    84265V105 PCU     Southern Copper      4/26/07 Ratify Auditors         M             with            For              Y
and                         Corporation
Income
Growth    Y3506N121         placeHong Kong       4/26/07 Accept Financial        M             with            For              Y
and                         Exchanges and                Statements and
Income                      Clearing Ltd                 Statutory Reports
Growth    Y3506N121         placeHong Kong       4/26/07 Approve Final Dividend  M             with            For              Y
and                         Exchanges and
Income                      Clearing Ltd
Growth    Y3506N121         placeHong Kong       4/26/07 Elect Directors         M             with            For              Y
and                         Exchanges and
Income                      Clearing Ltd
Growth    Y3506N121         placeHong Kong       4/26/07 Reappoint               M             with            For              Y
and                         Exchanges and                PricewaterhouseCoopers
Income                      Clearing Ltd                 as Auditors and
                                                         Authorize Board to Fix
                                                         Their Remuneration
Growth    Y3506N121         placeHong Kong       4/26/07 Authorize Repurchase of M             with            For              Y
and                         Exchanges and                Up to 10 Percent of
Income                      Clearing Ltd                 Issued Share Capital
Growth    Y3506N121         placeHong Kong       4/26/07 Approve Remuneration of M             with            For              Y
and                         Exchanges and                HK$450000 to the
Income                      Clearing Ltd                 Chairman and HK$300000
                                                         to each of the other
                                                         Non-Executive Directors
Growth    Y3506N121         placeHong Kong       4/26/07 Approve Remuneration of M             with            For              Y
and                         Exchanges and                HK$50000 to the
Income                      Clearing Ltd                 Chairman and Every
                                                         Member (Excluding
                                                         Excutive Director) of
                                                         Certain Board
                                                         Committees
Growth    15910102  APF.U   Algonquin Power      4/26/07 Approve KPMG LLP as     M             with            For              Y
and                         Income Fund                  Auditors and Authorize
Income                                                   Board to Fix
                                                         Remuneration of
                                                         Auditors
Growth    15910102  APF.U   Algonquin Power      4/26/07 Elect Trustees          M             with            For              Y
and                         Income Fund
Income
Growth    29364G103 ETR     Entergy Corp          5/4/07 Elect Directors         M             with            For              Y
and
Income
Growth    29364G103 ETR     Entergy Corp          5/4/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    29364G103 ETR     Entergy Corp          5/4/07 Report on Political     S             against         For              Y
and                                                      Contributions
Income
Growth    29364G103 ETR     Entergy Corp          5/4/07 Limit Executive         S             with            Against          Y
and                                                      Compensation
Income
Growth    620076109 MOT     Motorola Inc          5/7/07 Elect Directors         M             against         Abstain          N
and
Income
Growth    620076109 MOT     Motorola Inc          5/7/07 Amend Qualified         M             against         Abstain          N
and                                                      Employee Stock Purchase
Income                                                   Plan
Growth    620076109 MOT     Motorola Inc          5/7/07 Advisory Vote to Ratify S             against         Abstain          N
and                                                      Named Executive
Income                                                   Officers Compensation
Growth    620076109 MOT     Motorola Inc          5/7/07 Claw-back of Payments   S             against         Abstain          N
and                                                      under Restatements
Income
Growth    620076109 MOT     Motorola Inc          5/7/07 Elect Directors         M             with            For              Y
and
Income
Growth    620076109 MOT     Motorola Inc          5/7/07 Amend Qualified         M             against         For              Y
and                                                      Employee Stock Purchase
Income                                                   Plan
Growth    620076109 MOT     Motorola Inc          5/7/07 Advisory Vote to Ratify S             with            For              Y
and                                                      Named Executive
Income                                                   Officers Compensation
Growth    620076109 MOT     Motorola Inc          5/7/07 Claw-back of Payments   S             against         For              Y
and                                                      under Restatements
Income
Growth    477143101 JBLU    Jetblue Airways       5/9/07 Elect Directors         M             with            For              Y
and                         Corp
Income
Growth    477143101 JBLU    Jetblue Airways       5/9/07 Ratify Auditors         M             with            For              Y
and                         Corp
Income
Growth    G5542W106         Lloyds TSB Group      5/9/07 Accept Financial        M             with            For              Y
and                         plc                          Statements and
Income                                                   Statutory Reports
Growth    G5542W106         Lloyds TSB Group      5/9/07 Approve Remuneration    M             with            For              Y
and                         plc                          Report
Income
Growth    G5542W106         Lloyds TSB Group      5/9/07 Re-elect Wolfgang       M             with            For              Y
and                         plc                          Berndt as Director
Income
Growth    G5542W106         Lloyds TSB Group      5/9/07 Elect Directors         M             with            For              Y
and                         plc
Income
Growth    G5542W106         Lloyds TSB Group      5/9/07 Reappoint               M             with            For              Y
and                         plc                          PricewaterhouseCoopers
Income                                                   LLP as Auditors of the
                                                         Company
Growth    G5542W106         Lloyds TSB Group      5/9/07 Authorise Audit         M             with            For              Y
and                         plc                          Committee to Fix
Income                                                   Remuneration of
                                                         Auditors
Growth    G5542W106         Lloyds TSB Group      5/9/07 Authorise Issue of      M             with            For              Y
and                         plc                          Equity or Equity-Linked
Income                                                   Securities with Pre-
                                                         emptive Rights up to
                                                         Aggregate Nominal
                                                         Amount of GBP 361722975
                                                         USD 39750000 EUD
                                                         40000000 and JPY
                                                         1250000000
Growth    G5542W106         Lloyds TSB Group      5/9/07 Subject to the Passing  M             with            For              Y
and                         plc                          of Resolution 6
Income                                                   Authorise Issue of
                                                         Equity or Equity-Linked
                                                         Securities without Pre-
                                                         emptive Rights up to
                                                         Aggregate Nominal
                                                         Amount of GBP 71468846
Growth    G5542W106         Lloyds TSB Group      5/9/07 Authorise 571750770     M             with            For              Y
and                         plc                          Ordinary Shares for
Income                                                   Market Purchase
Growth    G5542W106         Lloyds TSB Group      5/9/07 Approve Lloyds TSB      M             with            For              Y
and                         plc                          Group Sharesave Scheme
Income                                                   2007
Growth    G5542W106         Lloyds TSB Group      5/9/07 Authorise the Company   M             with            For              Y
and                         plc                          to Use Electronic
Income                                                   Communications
Growth    G5542W106         Lloyds TSB Group      5/9/07 Subject to the Passing  M             with            For              Y
and                         plc                          of Resolution 10 Amend
Income                                                   Articles of Association
                                                         Re Electronic
                                                         Communications
Growth    879382109         Telefonica            5/9/07 Approve Individual and  M             with            For              Y
and                         country-                     Consolidated Financial
Income                      regionplaceS.A.              Statements Allocation
                            (Formerly                    of Income and Discharge
                            Telefonica De                of Directors
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Elect Directors         M             with            For              Y
and                         country-
Income                      regionplaceS.A.
                            (Formerly
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Authorize Repurchase of M             with            For              Y
and                         country-                     Shares
Income                      regionplaceS.A.
                            (Formerly
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Authorize Issuance of   M             with            For              Y
and                         country-                     Convertible Bonds or
Income                      regionplaceS.A.              Other Debt Instruments
                            (Formerly
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Cancel Treasury Shares  M             with            For              Y
and                         country-                     Amend Articles to
Income                      regionplaceS.A.              Reflect the Change in
                            (Formerly                    Share Capital
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Articles 14-16    M             with            For              Y
and                         country-                     and 18-20 of Bylaws Re
Income                      regionplaceS.A.              General Meetings
                            (Formerly
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Articles 17 17    M             with            For              Y
and                         country-                     Bis and 20 Bis of
Income                      regionplaceS.A.              Bylaws Re Right of
                            (Formerly                    Attendance Remote
                            Telefonica De                Voting
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Articles 24 25 27 M             with            For              Y
and                         country-                     30 and 31 Bis Re Board
Income                      regionplaceS.A.              of Directors
                            (Formerly
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Article 5 of the  M             with            For              Y
and                         country-                     General Meeting
Income                      regionplaceS.A.              Guidelines Re: General
                            (Formerly                    Meeting Competencies
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Articles 7-10 of  M             with            For              Y
and                         country-                     the General Meeting
Income                      regionplaceS.A.              Guidelines Re Calling
                            (Formerly                    of the General Meeting
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Articles 13 15 17 M             with            For              Y
and                         country-                     Bis and 20 Bis of the
Income                      regionplaceS.A.              General Meeting
                            (Formerly                    Guidelines Re Remote
                            Telefonica De                Voting
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Amend Articles 21 and   M             with            For              Y
and                         country-                     24 of the General
Income                      regionplaceS.A.              Meeting Guidelines Re:
                            (Formerly                    Voting on Agenda Items
                            Telefonica De
                            Espana S.A.)
Growth    879382109         Telefonica            5/9/07 Authorize Board to      M             with            For              Y
and                         country-                     Ratify and Execute
Income                      regionplaceS.A.              Approved Resolutions
                            (Formerly
                            Telefonica De
                            Espana S.A.)
Growth    25271C102 DO      Diamond Offshore     5/15/07 Elect Directors         M             against         CityplaceSplit   Y
and                         Drilling Inc
Income
Growth    25271C102 DO      Diamond Offshore     5/15/07 Approve Executive       M             with            For              Y
and                         Drilling Inc                 Incentive Bonus Plan
Income
Growth    25271C102 DO      Diamond Offshore     5/15/07 Ratify Auditors         M             with            For              Y
and                         Drilling Inc
Income
Growth    883556102 TMO     Thermo Fisher        5/15/07 Elect Director          M             with            For              Y
and                         Scientific Inc
Income
Growth    883556102 TMO     Thermo Fisher        5/15/07 Approve Qualified       M             with            For              Y
and                         Scientific Inc               Employee Stock Purchase
Income                                                   Plan
Growth    883556102 TMO     Thermo Fisher        5/15/07 Ratify Auditors         M             with            For              Y
and                         Scientific Inc
Income
Growth    458140100 INTC    Intel Corp           5/16/07 Elect Directors         M             with            CityplaceSplit   Y
and
Income
Growth    458140100 INTC    Intel Corp           5/16/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    458140100 INTC    Intel Corp           5/16/07 Amend Omnibus Stock     M             with            For              Y
and                                                      Plan
Income
Growth    458140100 INTC    Intel Corp           5/16/07 Approve Executive       M             with            For              Y
and                                                      Incentive Bonus Plan
Income
Growth    458140100 INTC    Intel Corp           5/16/07 Limit Executive         S             with            Against          Y
and                                                      Compensation
Income
Growth    94973V107 WLP     Wellpoint Inc        5/16/07 Elect Directors         M             with            For              Y
and
Income
Growth    94973V107 WLP     Wellpoint Inc        5/16/07 Company Specific--      M             with            For              Y
and                                                      Approve Majority Voting
Income                                                   for the Non- Contested
                                                         Election of Directors
Growth    94973V107 WLP     Wellpoint Inc        5/16/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    75734R105 FRZ     Reddy Ice            5/17/07 Elect Directors         M             with            For              Y
and                         Holdings Inc
Income
Growth    75734R105 FRZ     Reddy Ice            5/17/07 Ratify Auditors         M             with            For              Y
and                         Holdings Inc
Income
Growth    75734R105 FRZ     Reddy Ice            5/17/07 Amend Omnibus Stock     M             with            For              Y
and                         Holdings Inc                 Plan
Income
Growth    F4113C103         France Telecom SA    5/21/07 Approve Financial       M             with            For              Y
and                                                      Statements and
Income                                                   Discharge Directors
Growth    F4113C103         France Telecom SA    5/21/07 Accept Consolidated     M             with            For              Y
and                                                      Financial Statements
Income                                                   and Statutory Reports
Growth    F4113C103         France Telecom SA    5/21/07 Approve Allocation of   M             with            For              Y
and                                                      Income and Dividends of
Income                                                   EUR 1.20 per Share
Growth    F4113C103         France Telecom SA    5/21/07 Approve Special         M             against         Against          Y
and                                                      Auditors Report
Income                                                   Regarding Related-Party
                                                         Transactions
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Repurchase of M             against         Against          Y
and                                                      Up to 10 Percent of
Income                                                   Issued Share Capital
Growth    F4113C103         France Telecom SA    5/21/07 Elect Director          M             against         Against          Y
and
Income
Growth    F4113C103         France Telecom SA    5/21/07 Amend Article 21 of     M             with            For              Y
and                                                      Association Re Record
Income                                                   Date
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Issuance of   M             with            For              Y
and                                                      Equity or Equity-Linked
Income                                                   Securities with
                                                         Preemptive Rights up to
                                                         Aggregate Nominal
                                                         Amount of EUR 4 Billion
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Issuance of   M             with            For              Y
and                                                      Equity or Equity-Linked
Income                                                   Securities without
                                                         Preemptive Rights up to
                                                         Aggregate Nominal
                                                         Amount of EUR 4 Billion
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Board to Set  M             against         Against          Y
and                                                      Issue Price for 10
Income                                                   Percent of Issued
                                                         Capital Pursuant to
                                                         Issue Authority without
                                                         Preemptive Rights
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Board to      M             with            For              Y
and                                                      Increase Capital in the
Income                                                   Event of Additional
                                                         Demand Related to
                                                         Delegation Submitted to
                                                         Shareholder Vote Above
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Capital       M             against         Against          Y
and                                                      Increase of Up to EUR 4
Income                                                   Billion for Future
                                                         Exchange Offers
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Capital       M             with            For              Y
and                                                      Increase of up to 10
Income                                                   Percent of Issued
                                                         Capital for Future
                                                         Acquisitions
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Issuance of   M             against         Against          Y
and                                                      Equity upon Conversion
Income                                                   of a Subsidiarys
                                                         Equity-Linked
                                                         Securities Up to 4
                                                         Billion
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Capital       M             with            For              Y
and                                                      Increase of up to EUR
Income                                                   200 Million to
                                                         Participants of Orange
                                                         SA Stock Option Plan in
                                                         Connection with France
                                                         Telecom Liquidity
                                                         Agreement
Growth    F4113C103         France Telecom SA    5/21/07 Approve Restricted      M             against         Against          Y
and                                                      Stock Plan for Orange
Income                                                   SA Option Holders
Growth    F4113C103         France Telecom SA    5/21/07 Set Global Limit for    M             with            For              Y
and                                                      Capital Increase to
Income                                                   Result from All
                                                         Issuance Requests at
                                                         EUR 8 Billion
Growth    F4113C103         France Telecom SA    5/21/07 Approve Issuance of     M             with            For              Y
and                                                      Securities Convertible
Income                                                   into Debt
Growth    F4113C103         France Telecom SA    5/21/07 Authorize               M             with            For              Y
and                                                      Capitalization of
Income                                                   Reserves of Up to EUR 2
                                                         Billion for Bonus Issue
                                                         or Increase in Par
                                                         Value
Growth    F4113C103         France Telecom SA    5/21/07 Approve Stock Option    M             with            For              Y
and                                                      Plans Grants
Income
Growth    F4113C103         France Telecom SA    5/21/07 Approve Employee        M             against         Against          Y
and                                                      Savings-Related Share
Income                                                   Purchase Plan
Growth    F4113C103         France Telecom SA    5/21/07 Approve Reduction in    M             with            For              Y
and                                                      Share Capital via
Income                                                   Cancellation of
                                                         Repurchased Shares
Growth    F4113C103         France Telecom SA    5/21/07 Authorize Filing of     M             with            For              Y
and                                                      Required
Income                                                   Documents/Other
                                                         Formalities
Growth    580135101 MCD     McDonald's Corp      5/24/07 Elect Directors         M             with            For              Y
and
Income
Growth    580135101 MCD     McDonald's Corp      5/24/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    580135101 MCD     McDonald's Corp      5/24/07 Label Genetically       S             with            Against          Y
and                                                      Modified Organisms
Income
Growth    580135101 MCD     McDonald's Corp      5/24/07 Adopt and Implement ILO S             with            Against          Y
and                                                      Based Code of Conduct
Income
Growth    55607X108 MIC     Macquarie            5/24/07 Elect Directors         M             with            For              Y
and                         Infrastructure Co
Income                      LLC
Growth    55607X108 MIC     Macquarie            5/24/07 Ratify Auditors         M             with            For              Y
and                         Infrastructure Co
Income                      LLC
Growth    313400301 FRE     Freddie Mac           6/8/07 Elect Directors         M             with            For              Y
and
Income
Growth    313400301 FRE     Freddie Mac           6/8/07 Ratify Auditors         M             with            For              Y
and
Income
Growth    313400301 FRE     Freddie Mac           6/8/07 Amend Omnibus Stock     M             with            For              Y
and                                                      Plan
Income
Growth    X5967A101         OPAP (Greek           6/6/07 Receive Financial       M             with                             Y
and                         Organisation of              Statements and
Income                      Football                     Statutory Reports (Non-
                            Prognostics SA)              Voting)
Growth    X5967A101         OPAP (Greek           6/6/07 Accept Financial        M             with            For              Y
and                         Organisation of              Statements and
Income                      Football                     Statutory Reports
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Approve Allocation of   M             with            For              Y
and                         Organisation of              Income
Income                      Football
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Approve Discharge of    M             with            For              Y
and                         Organisation of              Board and Auditors
Income                      Football
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Appoint Auditors and    M             against         Against          Y
and                         Organisation of              Deputy Auditors
Income                      Football
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Approve Remuneration of M             with            For              Y
and                         Organisation of              President CEO and Board
Income                      Football                     Secretary
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Approve Director        M             with            For              Y
and                         Organisation of              Remuneration for 2007
Income                      Football
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Elect Directors         M             with            For              Y
and                         Organisation of
Income                      Football
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Amend Company Articles  M             against         Against          Y
and                         Organisation of              of Association
Income                      Football
                            Prognostics SA)
Growth    X5967A101         OPAP (Greek           6/6/07 Other Business          M             against         Against          Y
and                         Organisation of
Income                      Football
                            Prognostics SA)
Growth    E11805103         Banco                6/20/07 Authorize Issuance of   M             with            For              Y
and                         CityCityBilbao               196 Million Shares
Income                      Vizcaya                      without Preemptive
                            Argentaria                   Rights Re  Acquisition
                                                         of Compass Bancshares
                                                         Inc
Growth    E11805103         Banco                6/20/07 Authorize Board to      M             with            For              Y
and                         CityCityBilbao               Ratify and Execute
Income                      Vizcaya                      Approved Resolutions
                            Argentaria




                                   SIGNATURES

        Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Heritage Growth and Income Trust



By: /s/ Mathew J. Calabro
    ---------------------------
    Mathew J. Calabro
    Principal Executive Officer



Date: August 28, 2007