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February 28, 1995
Filing Desk
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for FFTW Funds, Inc., File No. 33-27896
For Fiscal Year Ended December 31, 1994
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Ladies and Gentlemen:
In accordance with the provisions of Rule 24f-2, FFTW Funds, Inc. (the "Fund")
hereby files its Rule 24f-2 Notice for the fiscal year ended December 31, 1994.
a) No shares of capital stock of the Fund had been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and remained
unsold at the beginning of the fiscal year.
b) 12,236,369 shares of capital stock of the Fund were registered during the
fiscal year pursuant to Section 24(e)(1) of the Investment Company Act of
1940.
c) 528,039,549 shares of capital stock of all series of the Fund were sold
during the fiscal year. (See Schedule A)
d) 528,039,549 shares of capital stock of all series of the Fund were sold
during the fiscal year in reliance upon the Fund's declaration in its
registration statement, which became effective December 6, 1989, of an
indefinite amount of securities under Rule 24f-2. Attached to the Rule
24f-2 Notice, and made a part hereof, is an opinion of counsel indicating
that the securities, the registration of which the Notice makes definite in
number, were legally issued, fully paid and non-assessable.
In accordance with subsection (c) of Rule 24f-2, no fee is required since the
actual aggregate sale price for which such securities were sold during the
fiscal year was reduced by the difference between:
(1) The actual aggregate redemption price of the shares redeemed by the
Fund during the fiscal year, and
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Securities and Exchange Commission
February 28, 1995
Page Two
(2) The actual aggregate redemption price of such redeemed shares
previously applied by the Fund pursuant to Rule 24e-2(a) in filings
made pursuant to Section 24(e) (1) of the Investment Company Act of
1940.
Aggregate Sale Price For All Shares
Sold During Fiscal Year Pursuant to
Rule 24f-2 $5,249,200,960
Reduced by the Difference Between
1) Aggregate Redemption Price
of Shares Redeemed During
the Fiscal Year $5,528,834,032
and,
2) Aggregate Redemption Price
of Redeemed Shares Previously
Applied by Fund Pursuant to
Rule 24e-2(a) in Filings Made
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940 121,017,686 5,649,851,718
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Equals $(400,650,758)
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Any questions regarding the matter should be addressed to William E. Vastardis,
AMT Capital Services, Inc., 430 Park Avenue, New York, NY 10022.
Very truly yours,
William E. Vastardis
Assistant Secretary
FFTW Funds, Inc.
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SCHEDULE A TO RULE 24f-2 NOTICE
1994 Fiscal Year Activity
<TABLE>
<CAPTION>
Shares Shares
Outstanding Shares Sold Shares Reinvested Shares Redeemed Outstanding
Series 12/31/93 Shares Amount Shares Amount Shares Amount 12/31/94
- - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Short-Term 41,872,753 506,606,296 5,036,850,364 1,208,822 12,008,654 520,290,568 5,173,325,207 29,397,303
Stable Return 350,103 87,759 857,000 18,075 175,508 1,490 14,400 454,447
AAA Asset-Backed 330,947 190,814 1,850,000 19,454 212,546 541,215 5,163,195 -
Worldwide Short-Term 600,729 18,652,539 185,400,115 297,020 2,948,491 11,513,098 114,018,798 8,037,190
Worldwide 21,666,780 1,092,884 10,420,502 735,508 6,999,011 17,698,224 166,346,301 5,796,948
International-Hedged 1,719,013 350,238 3,512,979 2,321 23,610 2,071,572 20,319,657 0
Worldwide-Hedged 4,082,468 1,058,719 10,310,000 62,526 607,111 5,177,515 49,646,474 26,198
TOTALS 70,622,793 528,039,249 5,249,200,960 2,343,726 22,974,931 557,293,682 5,528,834,032 43,712,086
</TABLE>
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EXHIBIT 99
DECHERT PRICE & RHOADS
477 Madison Avenue
New York, New York 10022-5891
Telephone: (212) 326-3500
Fax: (212) 308-2041
February 27, 1995
FFTW Funds, Inc.
717 Fifth Avenue
New York, NY 10022
Dear Sirs:
As counsel for FFTW Funds, Inc. (the "Fund") during the fiscal year
ended December 31, 1994, 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. 33-27896) (the "Registration Statement"). We have also examined such other
corporate records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion that the Shares sold at
the public offering price and delivered by the Fund against receipt of the net
asset value of the Shares in compliance with the terms of the Registration
Statement and the requirements of applicable law during the Fund's fiscal year
ended December 31, 1994, 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
pursuant to Rule 24f-2 under the Investment Company Act of 1940 for the fiscal
year ended December 31, 1994 to be filed on behalf of the Fund with the
Securities and Exchange Commission.
Very truly yours,
Dechert Price & Rhoads
