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Exhibit 6(d)
ESC STRATEGIC FUNDS, INC.
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January 14, 1997
Equitable Securities Corporation
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Re: ESC Strategic Value Fund - Class A Shares
Dear Sirs:
This will confirm the agreement between the undersigned (the "Company")
and you (the "Distributor") as follows:
1. The Company is an open-end management investment company organized
as a Maryland corporation and consists of such separate investment portfolios as
have been or may be established by the Directors of the Company from time to
time. A separate series of shares of common stock of the Company is offered to
investors with respect to each investment portfolio. ESC Strategic Value Fund
(the "Fund") is a separate investment portfolio of the Company and has two
classes of shares, including the Class A Shares covered by this Supplement.
2. The Company and the Distributor have entered into a Master
Distribution Contract ("Master Agreement") pursuant to which the Distributor has
agreed to be the distributor of shares of the Company.
3. As provided in paragraph 1 of the Master Agreement, the Company
hereby adopts the Master Agreement with respect to Class A Shares of the Fund,
and the Distributor hereby acknowledges that the Master Agreement shall pertain
to Class A Shares of the Fund, the terms and conditions of such Master Agreement
being hereby incorporated herein by reference.
4. The term "Fund", "Funds", "Class" and "Classes", as used in the
Master Agreement shall, for purposes of this Supplement, pertain to the Fund and
to its Class A Shares, respectively, as the context requires.
5. This Supplement and the Master Agreement (together, the "contract")
shall become effective with respect to the Company and Class A Shares of the
Fund on January 14, 1997, and shall continue in effect until such time as there
shall remain no unsold balance of Class A Shares registered under the 1933 Act
provided that this contract shall continue in effect for a period of more than
two years from the effective date of this Supplement only so long as such
continuance is specifically approved at least annually by (a) the Company's
Board of Directors or by the vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Company, the Fund or Class A, as
required by applicable legal provisions and (b) by the vote, cast in person at a
meeting called for the purpose, of a majority of the Company's Directors who are
not parties to this contract or "interested persons" (as defined in the 1940
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Act) of any such party. This contract shall terminate automatically in the event
of its assignment (as defined in the 1940 Act). This contract may, in any event,
be terminated at any time, without the payment of any penalty, by the Company
upon 60 days written notice to the Distributor and by the Distributor upon 60
days written notice to the Company.
If the foregoing correctly sets forth the agreement between the Company
and the Distributor, please so indicate by signing and returning to the Company
the enclosed copy hereof.
Very truly yours,
ESC STRATEGIC FUNDS, INC.
By:___________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Secretary
ACCEPTED:
EQUITABLE SECURITIES CORPORATION
By:___________________________
Name:
Title:
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Exhibit 6(d)
DISTRIBUTION CONTRACT SUPPLEMENT
ESC STRATEGIC FUNDS, INC.
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▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
January 14, 1997
Equitable Securities Corporation
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: ESC Strategic Value Fund - Class D Shares
Dear Sirs:
This will confirm the agreement between the undersigned (the "Company")
and you (the "Distributor") as follows:
1. The Company is an open-end management investment company organized
as a Maryland corporation and consists of such separate investment portfolios as
have been or may be established by the Directors of the Company from time to
time. A separate series of shares of common stock of the Company is offered to
investors with respect to each investment portfolio. ESC Strategic Value Fund
(the "Fund") is a separate investment portfolio of the Company and has two
classes of shares, including the Class D Shares covered by this Supplement.
2. The Company and the Distributor have entered into a Master
Distribution Contract ("Master Agreement") pursuant to which the Distributor has
agreed to be the distributor of shares of the Company.
3. As provided in paragraph 1 of the Master Agreement, the Company
hereby adopts the Master Agreement with respect to Class D Shares of the Fund,
and the Distributor hereby acknowledges that the Master Agreement shall pertain
to Class A Shares of the Fund, the terms and conditions of such Master Agreement
being hereby incorporated herein by reference.
4. The term "Fund", "Funds", "Class" and "Classes", as used in the
Master Agreement shall, for purposes of this Supplement, pertain to the Fund and
to its Class A Shares, respectively, as the context requires.
5. This Supplement and the Master Agreement (together, the "contract")
shall become effective with respect to the Company and Class D Shares of the
Fund on January 14, 1997, and shall continue in effect until such time as there
shall remain no unsold balance of Class D Shares registered under the 1933 Act
provided that this contract shall continue in effect for a period of more than
two years from the effective date of this Supplement only so long as such
continuance is specifically approved at least annually by (a) the Company's
Board of Directors or by the vote of a majority of the outstanding voting
securities (as defined in the ▇▇▇▇ ▇▇▇) of the Company, the Fund or Class D, as
required by applicable legal provisions and (b) by the vote, cast in person at a
meeting called for the purpose, of a majority of the Company's Directors who are
not parties to this contract or "interested persons" (as defined in the 1940
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Act) of any such party. This contract shall terminate automatically in the event
of its assignment (as defined in the 1940 Act). This contract may, in any event,
be terminated at any time, without the payment of any penalty, by the Company
upon 60 days written notice to the Distributor and by the Distributor upon 60
days written notice to the Company.
If the foregoing correctly sets forth the agreement between the Company
and the Distributor, please so indicate by signing and returning to the Company
the enclosed copy hereof.
Very truly yours,
ESC STRATEGIC FUNDS, INC.
By:___________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Secretary
ACCEPTED:
EQUITABLE SECURITIES CORPORATION
By:___________________________
Name:
Title: