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Exhibit h(2)(a)
AMENDMENT TO
TRANSFER AGENCY AGREEMENT
This Amendment is made as of October 1, 1997, between ESC Strategic
Funds, Inc. (the "Company") and BISYS Fund Services, Inc. ("BISYS"). The parties
hereby amend the Transfer Agency Agreement (the "Agreement") between the Company
and BISYS, dated as of October 1, 1996, as set forth below.
WHEREAS, the parties hereto wish to modify Section 5 of the Agreement,
entitled "Term," by extending the initial term set forth therein; and
WHEREAS, the parties wish to modify the fee schedule set forth in
Schedule B to the Agreement.
NOW THEREFORE, in consideration of the foregoing and the mutual
premises and covenants herein set forth, the parties agree as follows:
1. Capitalized terms not otherwise defined herein shall have the same
meaning as in the Agreement.
2. Section 5 of the Agreement shall be amended by replacing the first
sentence of such section with the following:
The initial term of this Agreement (the "Initial
Term") shall be for a period commencing on the date
this Agreement is executed by both parties and ending
on September 30, 1999.
3. Schedule B to the Agreement shall be amended by adding the
following sentence at the end of the first paragraph:
Effective as of October 1, 1997, the minimum annual
fee to be paid by each Fund shall be increased to
$15,000.00.
4. This Amendment may be executed in one or more counterparts, each
of which will be deemed an original, but all of which together
shall constitute one and the same instrument.
5. Except as specifically set forth herein, all other provisions of
the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
ESC STRATEGIC FUNDS, INC.
By:_______________________________________
Title:____________________________________
BISYS FUND SERVICES, INC.
By:_______________________________________
Title:____________________________________
