FIRST AMENDMENT

TO THE TRANSFER AGENT SERVICING AGREEMENT

THIS FIRST AMENDMENT dated as of  December 11, 2015, to the Transfer Agent  Servicing Agreement (the “Agreement”) dated as of August 31, 2015, is entered into by and between EAGLE CAPITAL APPRECIATION FUND, EAGLE GROWTH & INCOME FUND, AND EAGLE SERIES TRUST (each, a “Trust” and collectively, the “Trusts” or the “Eagle Family of Funds”), each a Massachusetts business trust, and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into the Agreement; and

WHEREAS, the parties desire to amend the Agreement to add the Eagle Tactical Allocation Fund; and

WHEREAS, Section 12 of the Agreement allows for its amendment by a written instrument executed by both parties and authorized or approved by the Board of Trustees.

NOW, THEREFORE, the parties agree as follows:

Exhibit A of the Agreement is hereby superseded and replaced in its entirety with Amended Exhibit A attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

EAGLE CAPITAL APPRECIATION FUND
EAGLE GROWTH & INCOME FUND
EAGLE SERIES TRUST				U.S. BANCORP FUND SERVICES, LLC
By:	/s/ Richard J. Rossi			By:	/s/ Michael R. McVoy
Name:			Richard J. Rossi	Name:		Michael R. McVoy
Title:		President				Title: Executive Vice President

12/2015

1

Amended Exhibit A to the Transfer Agent Servicing Agreement - Eagle Capital Appreciation Fund, Eagle Growth & Income Fund and Eagle Series Trust

Separate Trusts of the Eagle Family of Funds and Series Thereof, if Any

Name of Trust:

Eagle Capital Appreciation Fund

Eagle Growth & Income Fund

Eagle Series Trust

Name of Series:

Eagle Investment Grade Bond Fund

Eagle International Stock Fund

Eagle Mid Cap Growth Fund

Eagle Mid Cap Stock Fund

Eagle Smaller Company Fund

Eagle Small Cap Growth Fund

Eagle Tax-Exempt Bond Fund

Eagle Tactical Allocation Fund

12/2015

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