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Exhibit (9D)
SELECT ADVISORS TRUST C
AMENDMENT NO. 1 TO THE
AMENDMENT, dated as of January 1, 1995 between SELECT ADVISORS TRUST C,
a Massachusetts business trust (the "Trust"), and TOUCHSTONE ADVISORS, INC., a
Ohio corporation ("Touchstone"),
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended, (the "1940
Act");
WHEREAS, the Trust has engaged Touchstone to sponsor, provide certain
management services with respect to each series of the Trust (each a "Fund")
pursuant to the dated as of September 9, 1994 (the
"Agreement") between the Trust and Touchstone; and
WHEREAS, the Trust and Touchstone wish to amend the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as set forth in the Agreement and herein, acting pursuant
to Section 9 of the Agreement, the Trust and Touchstone hereby amend Section 5
of the Agreement as follows:
5. OPERATING EXPENSE WAIVERS OR REIMBURSEMENT.
Touchstone shall waive all of a portion of its fee pursuant to this
and/or reimburse a portion of the operating
expenses (including amortization of organization expense but
excluding interest, taxes, brokerage commissions and other portfolio
transaction expenses, capital expenditures and extraordinary
expenses) ("Expenses") of each Fund of the Trust such that after
such reimbursement the aggregate Expenses of the Fund and the
corresponding investment company in which the Fund invests all of
its investable assets (the "Corresponding Portfolio") shall be equal
on an annual basis to the following percentages of the average daily
net assets of the Fund for the Fund's then-current fiscal year:
Emerging Growth Fund C, 2.05%; International Equity Fund C, 2.35%;
Growth & Income Fund C, 2.05%; Balanced Fund C, 2.10%; Income
Opportunity Fund C, 1.95%; Bond Fund C, 1.65%; and Municipal Bond
Fund C, 1.80%.
Touchstone's obligations in this Section 5 may be terminated,
with respect to any Fund, by Touchstone as of the end of any
calendar quarter after December 31, 1995, upon at least 30 days
prior written notice to the Trust (an "Expense Cap Termination").
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of January 1, 1995. The undersigned has
executed this Agreement not individually, but as an officer under the Trust's
Declaration of Trust, and the obligations of this Amendment are not binding upon
the Trust's Trustees, its officers, or investors in the Funds individually, but
bind only the Trust estate.
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SELECT ADVISORS TRUST C
By /s/ Xxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxx, Xx.
Title: President and Chief Executive Officer
TOUCHSTONE ADVISORS, INC.
By /s/ Xxxx X. XxXxxxxx
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Name: Xxxx X. XxXxxxxx
Title: Executive Vice President
