AMENDMENT AGREEMENT
AGREEMENT, effective as of May 29, 1998, by and between FFTW Funds,
Inc., a Maryland corporation (the "Fund") and INVESTORS CAPITAL SERVICES, INC.,
a Delaware corporation ("Investors Capital") (formerly known as AMT CAPITAL
SERVICES, INC., ("AMT Capital")).
WHEREAS, the Fund and AMT Capital entered into an Administration
Agreement dated February 1, 1995 (the "Administration Agreement"); and
WHEREAS, the Fund and Investors Capital desire to amend the
Administration Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendment.
(a) The first sentence of the Administration Agreement is hereby
amended to read as follows:
AGREEMENT dated as of February 1, 1995 by and between FFTW
Funds, a Maryland corporation (the "Fund"), and INVESTORS CAPITAL SERVICES, a
Delaware corporation ("Investors Capital").
(b) Section 11 of the Administration Agreement is hereby amended to
read in its entirety as follows:
11. The initial term of this Agreement shall continue through
June 1, 2001 (the "Initial Term"), unless earlier terminated as provided herein.
After the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive one-year terms (each a "Renewal Term") unless
notice of non-renewal is delivered by the non-renewing party to the other party
no later than 120 days prior to the expiration of the Initial Term or any
Renewal Term, as the case may be.
(a) Either party hereto may terminate this Agreement prior to
the expiration of the Initial Term in the event the other party violates any
material provision of this Agreement, provided that the non-violating party
gives written notice of such violation to the violating party and the violating
party does not cure such violation within 30 days of receipt of such notice.
(b) Either party may terminate this Agreement during any
Renewal Term upon 120 days written notice to the other party. Any termination
pursuant to this paragraph 11 shall be effective upon expiration of such 120
days, provided, however, that the effective date of such termination may be
postponed to a date not more than 150 days after delivery of the written notice:
(i) at the request of Investors Capital, in order to prepare for the transfer by
Investors Capital of all records and other necessary materials; or (ii) at the
request of the Fund, in order to give the Fund an opportunity to make suitable
arrangements for a successor service company.
(c) In the event a majority of non-interested directors of the
Fund determines that the performance of Investors Capital under this Agreement
has been unsatisfactory or adverse to the interests of the Fund's shareholders
when considered in light of industry standards, Investors Capital shall have 90
days after the receipt of written notice to such effect to correct is
performance. If such corrective action is not reasonably satisfactory to such
directors, this Agreement may be terminated on 30 days prior notice.
(d) In the event notice of termination is given to Investors
Capital by the Fund under this paragraph, such notice shall be accompanied by a
resolution of the Board of Trustees, certified by the Secretary, electing to
terminate this Agreement and designating a successor service company.
(c) All occurrences and uses of the term "AMT Capital" in the
Administration Agreement shall be changed to the term "Investors Capital."
2. Fiduciary Duty. The parties acknowledge that the fiduciary responsibilities
of Investors Capital as administrator to the Fund shall be in no way altered or
affected by any affiliate relationship between Investors Capital and any other
service provider to the Fund.
3. Miscellaneous.
(a) Except as amended hereby, the Administration Agreement shall remain
in full force and effect.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
INVESTORS CAPITAL SERVICES, INC.
By: ________________________________
FFTW FUNDS, INC.
By: ________________________________
Name: _____________________________
Title: ______________________________
