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APPENDIX I
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: ESC Strategic Funds, Inc.
237 Park Avenue
New York, New York 10017
2. Name of each series or class of funds for which this notice is filed:
ESC Strategic Asset Preservation Fund
ESC Strategic Income Fund
ESC Strategic Global Equity Fund
ESC Strategic Small Cap Fund
ESC Strategic Appreciation Fund
3. Investment Company Act File Number: 811 - 8166
Securities Act File Number: 33 - 72190
4. Last day of fiscal year for which this notice is filed: March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close of
the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable:
7. Number and amount of securities of the same class or series which has been
registered under the Securities Act of 1933 other than pursuant to Rule 24f-2
in a prior fiscal year but which remained unsold at the beginning of period:0
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2: 0
9. Number and aggregate sale price of securities sold during the fiscal year:
ESC Strategic Asset Preservati 103,797 1,045,974
ESC Strategic Income Fund 451,688 4,588,721
ESC Strategic Global Equity Fu 431,794 4,662,233
ESC Strategic Small Cap Fund 1,340,030 18,456,750
ESC Strategic Appreciation Fun 725,702 8,759,268
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Total 3,053,011 37,512,946
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10.Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2:
ESC Strategic Asset Preservati 103,797 1,045,974
ESC Strategic Income Fund 451,688 4,588,721
ESC Strategic Global Equity Fu 431,794 4,662,233
ESC Strategic Small Cap Fund 1,340,030 18,456,750
ESC Strategic Appreciation Fun 725,702 8,759,268
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Total 3,053,011 37,512,946
11.Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
ESC Strategic Asset Preservati 70,131 705,053
ESC Strategic Income Fund 265,729 2,681,664
ESC Strategic Global Equity Fu 27,078 288,926
ESC Strategic Small Cap Fund 51,513 741,782
ESC Strategic Appreciation Fun 44,148 545,790
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Total 458,599 4,963,215
12.Calculation of registration fees:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on 24f-2 (from item 10): $ 37,512,946
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from item 11, if applic) + 4,963,215
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year: -
ESC Strategic Asset Preservation Fund 563,282
ESC Strategic Income Fund 2,232,564
ESC Strategic Global Equity Fund 773,169
ESC Strategic Small Cap Fund 1,280,865
ESC Strategic Appreciation Fund 2,399,081
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Total 7,248,961
(iv) Aggregate price of shares redeemed or repurchased and previously applied
as a reduction to filing fees pursuant to Rule 24e-2 0
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(v) Net aggregate price of securities sold and issued during fiscal year
in reliance on Rule 24f-2 [line (i) plus line (ii), less line (iii) plus
line (iv)] (if applicable): 35,227,200
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation x 0.00034483
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(vii)Fee due [line (i) or line (v) multiplie = 12,147.40
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13.Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3A of the Commission's Rules of
Informal and Other Procedures (17CFR 202.3A). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and the date indicated.
By (Signature and Title)
Gordon M. Forrester
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Gordon M. Forrester Assistant Treasurer
Date: May 17, 1996
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Dechert Price & Rhoads
1500 K Street, N.W.
Suite 500
Washington, D.C. 20005-1208
(202) 626-3300
May 14, 1996
ESC Strategic Funds, Inc.
237 Park Avenue
New York, New York 10017
Dear Sirs:
As counsel for ESC Strategic Funds, Inc. (the "Fund")
and each of its series of shares during the fiscal year ended
March 31, 1996, we are familiar with the Fund's registration
under the Investment Company Act of 1940 and with the
registration statement relating to its shares of common stock
(the "Shares") under the Securities Act of 1933 (File No. 33-
72190) (the "Registration Statement"). We have also examined
such other corporate records, agreements, documents, instruments
and officer's certificates as we deemed appropriate.
Based upon the foregoing, it is our opinion with
respect to the Shares the registration of which is being made
definite by the Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Notice") being filed by the Fund
for its fiscal year ended March 31, 1996, assuming such Shares
were sold at the public offering price applicable to each series
and class and delivered by the Fund against receipt of the net
asset value of the Shares of each series and class in compliance
with the terms of the Registration Statement and the requirements
of applicable law, that such Shares were, when sold, duly and
validly authorized, legally and validly issued, and fully paid
and non-assessable.
We consent to the filing of this opinion in connection
with the Notice on Form 24F-2 to be filed by the Fund with the
Securities and Exchange Commission for the Fund's fiscal year
ended March 31, 1996.
Very truly yours,
Dechert Price & Rhoads