As Filed on March 19, 1997
Registration No. ________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.___
Post-Effective Amendment No.___
_______________________________FFTW FUNDS, INC.______________________________
(Exact Name of Registrant as Specified in Charter)
___________________________200 Park Avenue New York, New York 10166 __________
(Address of Principal Executive Offices) (Zip Code)
______________________________(212) 332-5211__________________________________
(Registrant's Telephone Number, Including Area Code)
William E. Vastardis, Secretary
FFTW Funds, Inc.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service of Process)
Copies to: Stephen J. Constantine, President
FFTW Funds, Inc.
200 Park Avenue
New York, New York 10166
William Goodwin, Esq. Alan M. Trager, President
Dechert Price & Rhoads AMT Capital Fund, Inc.
30 Rockerfeller Plaza 600 Fifth Avenue, 26th Floor
New York, New York 10112 New York, New York 10020
Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective.
It is proposed that this filing will become effective on April 18, 1997, thirty
days after filing, pursuant to Rule 488.
The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) under the Investment Company
Act of 1940; accordingly no fee is payable herewith. The Registrant filed a
Rule 24f-2 Notice for its most recent fiscal year ended December 31, 1996.
FFTW FUNDS, INC.
FORM N-14
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Letters to Shareholders
Notice of Special Meeting
PART A
Combined Prospectus/Proxy Statement
PART B
Statement of Additional Information
PART C
Other Information
Signatures
Exhibit
FFTW FUNDS, INC.
REGISTRATION STATEMENT OF FORM N-14
CROSS REFERENCE SHEET
N-14 Location in
Item No. Registration
Statement
Part A: Information Required In
Prospectus/Proxy Statement
1. Beginning of Registration Cover Page; Cross Reference Sheet
Statement and Outside Front
Cover Page of Prospectus
2. Beginning and Outside Back Cover Table of Contents
Page of Prospectus
3. Synopsis Information and Risk Synopsis; Principal Risk Factors
Factors
4. Information About the Transaction Synopsis; Proposal 1 and Comparative
Expense Table
5. Information About the Registrant Synopsis; Principal Risk Factors;
Additional Information About FFTW
Funds, Inc. and its Shares; Statement
of Additional Information; Miscellaneous;
Prospectus of Money Market Portfolio, a
Portfolio of FFTW Funds, Inc.
6. Information About the Company
Being Acquired Synopsis; Principal Risk Factors;
Additional Information About AMT Capital
Fund, Inc. and its Shares; Miscellaneous;
Prospectus of Money Market Portfolio, a
Portfolio of AMT Capital Fund, Inc.
7. Voting Information Introduction and Voting Information;
Synopsis
8. Interest of Certain Persons and Introduction and Voting Information:
Expenses Proposal 1 The Plan of Reorganization
9. Additional Information Required for
Reoffering by Persons Deemed to be
Underwriters Not Applicable
Part B: Information Required In
Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information About
the Registrant Statement of Additional Information of
Money Market Portfolio, a Portfolio of
the FFTW Funds, Inc.
13. Additional Information About the
Company Being Acquired Statement of Additional Information of
Money Market Portfolio, a Portfolio of
AMT Capital Fund, Inc.
N-14 Location in
Item No. Registration Statement
14. Financial Statements Annual Report of AMT
Capital Fund, Inc.
15. Indemnification Indemnification
16. Exhibits Exhibits
17. Undertakings Undertakings
Money Market Portfolio March , 1997
A Series of
AMT Capital Fund, Inc.
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders (the
"Meeting") of the Money Market Portfolio (the "Current Portfolio"), an
investment portfolio of AMT Capital Fund, Inc. ("AMT Fund"), to be held on April
28, 1997 at 10:00 a.m. Eastern time at the offices of AMT Fund on the 26th
floor, conference room, located at 600 Fifth Avenue, New York, New York 10020.
At this meeting, shareholders will be asked to consider and take action on the
proposed reorganization (the "Reorganization") of the Current Portfolio as the
new shares of the Money Market Portfolio of FFTW Funds, Inc. ("Successor
Portfolio"). The formal Notice of Special Meeting of the Shareholders and the
Proxy Statement setting forth in detail the matters to come before the meeting
are attached, and a Proxy Card is enclosed for you to complete and return in the
pre-addressed, postage-paid envelope provided.
IT IS IMPORTANT THAT YOU RETURN THE PROXY WHETHER OR NOT
YOU PLAN TO ATTEND THIS MEETING.
The proposed Reorganization provides that each shareholder of the Current
Portfolio will receive a number of shares of common stock in the new Successor
Portfolio equal to the number of shares in the Current Portfolio each such
shareholder held. Also, as a part of the Reorganization, the Current Portfolio
will transfer all of its assets to the Successor Portfolio. The investment
objective, policies, restrictions, risk factors, and investment approach of the
Successor Portfolio are similar to those of the Current Portfolio.
The new Advisory Agreement is similar in all material respects to the current
Advisory Agreement, except that Fischer Francis Trees & Watts, Inc. ("FFTW")
currently the sub-adviser to the Current Portfolio, replaces AMT Capital
Advisers, Inc. ("AMT Advisers") as investment adviser and the other differences
described herein. FFTW will continue to exercise the same investment management
discretion and decision-making authority over the Successor Portfolio it
exercised over the Current Portfolio as sub-adviser, except that it will now
serve the Successor Portfolio as investment adviser. AMT Capital Services, Inc.
will continue to serve as administrator and distributor to the Successor
Portfolio.
The Board of Directors of AMT Fund believes that the proposed Reorganization is
in the best interests of the shareholders. The Reorganization also will allow
shareholders to continue to access the investment management expertise of FFTW
after the Current Portfolio ceases operations. The investment advisory fee to
be paid by the Successor Portfolio will be substantially lower than that
currently paid by the Current Portfolio, and total Portfolio expenses will be
substantially lower than the total expenses of the Current Portfolio during its
last fiscal year.
At its meeting on March 6, 1997, the Board of Directors approved the proposed
Reorganization.
Again, whether or not you expect to attend the meeting, it is important that
your shares be represented. Therefore, we urge you to vote FOR each of the
proposals contained in the Combined Prospectus/Proxy Statement.
Sincerely,
Alan M. Trager
President
MONEY MARKET PORTFOLIO
A Series of
AMT CAPITAL FUND, INC.
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on April 28, 1997
- --------------------------------------------------------------------------------
A Special Meeting (the "Meeting") of the Shareholders of the Money Market
Portfolio (the "Current Portfolio"), a series of AMT Capital Fund, Inc., a
Maryland corporation ("AMT Fund"), will be held on April 28, 1997, at 10:00 a.m.
Eastern time at the offices of AMT Fund on the 26th floor, conference room,
located at 600 Fifth Avenue, New York, New York 10020, or at such adjourned time
as may be necessary for the holders of a majority of Current Portfolio's
outstanding shares to vote for the following purposes:
(1) To approve or disapprove the proposed Agreement and Plan of Reorganization
by and between AMT Fund, on behalf of its Current Portfolio, and FFTW Funds,
Inc. ("FFTW Fund"), on behalf of its newly-created Money Market Portfolio (the
"Successor Portfolio"), providing for the transfer of all of the assets, subject
to all of the liabilities, of Current Portfolio in exchange for shares of the
Successor Portfolio (the "Successor Shares"), and the distribution of such
Successor Shares to the shareholders of Current Portfolio in complete
liquidation of Current Portfolio, as more fully described in the accompanying
Combined Prospectus/Proxy Statement; and
(2) To consider and act upon any other matters that may properly come before the
meeting and any adjournments thereof.
The Agreement and Plan of Reorganization, the transactions contemplated thereby
and related matters are described in the attached Combined Prospectus/Proxy
Statement. A copy of the Agreement and Plan of Reorganization is attached as
Appendix A to this Combined Prospectus/Proxy Statement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF
THE PROPOSAL
Only shareholders of record as of the close of business on March , 1997 will
be entitled to vote at the meeting and any adjournments thereof.
YOUR COOPERATION IN PROMPTLY COMPLETING, SIGNING AND RETURNING THE
ENCLOSED PROXY WILL BE APPRECIATED.
By order of the Board of Directors,
Alan M. Trager
Chairman of the Board
Place: 600 Fifth Avenue, 26th Floor, New York, New York 10020
Date: March , 1997
IMPORTANT: We urge you to sign, date and return your proxy in the enclosed
envelope which requires no postage and is intended for your convenience. If you
attend the meeting, you may vote your shares in person.
MONEY MARKET PORTFOLIO MONEY MARKET PORTFOLIO
A Series of A Series of
AMT CAPITAL FUND, INC. FFTW FUNDS, INC.
600 Fifth Avenue, 26th Floor 200 Park Avenue
New York, NY 10020 New York, NY 10166
(212) 332-5211 (212) 332-5211
COMBINED PROSPECTUS/PROXY STATEMENT
____________________________
SOLICITATION OF PROXIES
This Combined Prospectus/Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of AMT Capital Fund, Inc.
(the "AMT Fund") to be voted at a Special Meeting of Shareholders of the Money
Market Portfolio (the "Current Portfolio") to be held on April 28, 1997 at 10:00
a.m. Eastern time, at the offices of AMT Fund located at 600 Fifth Avenue, 26th
Floor, New York, New York 10020, at any adjournment(s) thereof (the "Meeting").
The purpose of the Meeting is to consider an Agreement and Plan of
Reorganization (the "Reorganization Plan") among the AMT Fund, on behalf of its
Money Market Portfolio ("Current Portfolio"), and FFTW Funds, Inc. (the "FFTW
Fund"), on behalf of its Money Market Portfolio (the "Successor Portfolio"),
that would effect the reorganization of the Current Portfolio into the Successor
Portfolio and certain transactions and other actions contemplated thereby, as
described below (the "Reorganization" or "Proposal 1"). Pursuant to the
Reorganization Plan, which has been approved by the Board of Directors of AMT
Fund, all of the assets of the Current Portfolio would be acquired by the
Successor Portfolio in exchange for shares of common stock (the "Successor
Shares") in the new Successor Portfolio and the assumption by Successor
Portfolio of all of the liabilities of the Current Portfolio. Such Successor
Shares then would be distributed to Current Portfolio shareholders at the rate
of one new Successor Share (or fraction thereof) for each share (or fraction
thereof) of common stock in the Current Portfolio. As a result of the proposed
transactions, each shareholder of the Current Portfolio would receive a number
of full or fractional new Successor Shares equal to the number of Current
Portfolio shares owned by such Current Portfolio shareholder at the time of
the Reorganization. Such new Successor Shares would have an aggregate net asset
value on the effective date of the Reorganization equal to the aggregate net
asset value of the Current Portfolio shares. A copy of the form of the
Reorganization Plan is set forth in Appendix A to this Combined Prospectus/Proxy
Statement.
AMT Fund and FFTW Fund are both open-end, investment companies (i.e., mutual
funds) incorporated in the state of Maryland. The investment policies and
restrictions of the new Successor Portfolio will be similar in all material
respects to those of the Current Portfolio. Each of the Current Portfolio and
Successor Portfolio has the investment objective of seeking current income,
liquidity, and the maintenance of a stable net asset value per share through
investments in high quality, short-term obligations.
This Combined Prospectus/Proxy Statement, which should be retained for future
reference, sets forth concisely the information about Successor Portfolio,
FFTW Fund, Current Portfolio and AMT Fund, and the transactions contemplated
by the proposed Reorganization Plan, that an investor should know before
voting on the proposed Reorganization Plan. A copy of the prospectus of the
shares of the Successor Portfolio, dated January 23, 1997, is included with
this Combined Prospectus/Proxy Statement and is incorporated by reference
herein.
A statement of additional information regarding the new Successor Portfolio,
dated January 23, 1997, has been filed with the Securities and Exchange
Commission (the "Commission"). Copies of this document may be obtained
without charge by contacting AMT Capital Services, Inc. at 600 Fifth Avenue,
New York, New York 10020 or by telephoning AMT Capital Services, Inc. at 1-
800-762-4848.
The prospectus and statement of additional information regarding the Current
Portfolio, each dated March 6, 1996, are incorporated by reference herein. A
copy of the prospectus of the Current Portfolio and a copy of the statement of
additional information of the Current Portfolio each may be obtained without
charge by contacting AMT Capital Services, Inc. at 600 Fifth Avenue, New York,
New York 10020 or by telephoning AMT Capital Services, Inc. at 1-800-762-4848.
A statement of additional information, dated April , 1997 relating to the
proposed transactions and other actions described in this Combined
Prospectus/Proxy Statement, including historical financial statements, has
been filed with the Commission and is incorporated by reference herein.
Copies of this statement of additional information may be obtained without
charge by contacting AMT Capital Services, Inc. at 600 Fifth Avenue, New York,
New York 10020 or by telephoning AMT Capital Services, Inc. at 1-800-762-4848.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________________________
The date of this Combined Prospectus/Proxy Statement is April , 1997.
COMBINED PROSPECTUS/PROXY STATEMENT
TABLE OF CONTENTS
Page
Introduction and Voting Information
Special Meeting: Voting of Proxies; Adjournment
Synopsis
Proposal 1- Approval of the Proposed Agreement and Plan of
Reorganization and the Transactions Contemplated Thereby.
The Proposed Reorganization
Costs and Expenses of the Reorganization
Continuation of Shareholder Accounts; Share Certificates
Forms of Organization of FFTW Funds, Inc. and AMT Capital Fund, Inc.
Operation of the Successor Portfolio Following the Reorganization
Purchases of Successor Shares
Redemptions
Exchanges
Dividends and Distributions
Advisory and Distribution Fees and Expenses
Investment Objective and Policies
Federal Income Tax Consequences of the Proposed Reorganization
Principal Risk Factors
Proposal 1- Approval of the Proposed Agreement and Plan of Reorganization
and the Transactions Contemplated Thereby.
Reasons for the Proposed Reorganization
Continuity of Portfolio Management
Substantially Reduced Investment Advisory Fees
Comparative Expense Table
Federal Income Tax Consequences of the Proposed Reorganization
Pro Forma Capitalization
Summation
Description of FFTW Funds, Inc. and the New Successor Portfolio
Description of Administrator
Description of Distributor and Distribution Arrangements
Comparative Information on Shareholder Rights
General
Shares
Management of the Affairs of FFTW Funds, Inc.
Shareholder Meetings
Liability and Indemnification of Directors and Officers
Removal of Directors
Comparative Information on Investment Advisory Agreements
Additional Information about FFTW Funds, Inc. and the Successor Portfolio
Additional Information About AMT Capital Fund, Inc. and the Current Portfolio
Miscellaneous
Available Information
Legal Matters
Financial Statements and Experts
Other Business
Proposals for Future Meetings
Part B
Statement of Additional Information for the Successor Portfolio
Statement of Additional Information Table of Contents
Part C. Other Information
Indemnification
Exhibits
Signatures
Index to Exhibits Included in Part C
Appendix A: Agreement and Plan of Reorganization
MONEY MARKET PORTFOLIO
A Series of
AMT CAPITAL FUND, INC.
600 Fifth Avenue, 26th Floor
New York, NY 10020
COMBINED PROSPECTUS/PROXY STATEMENT
Special Meeting of Shareholders to be
held on April 28, 1997.
____________________________
INTRODUCTION AND VOTING INFORMATION
Special Meeting: Voting of Proxies: Adjournment
This Combined Prospectus/Proxy Statement is being furnished to the shareholders
of the Current Portfolio in connection with the solicitation by the Board of
Directors of AMT Fund of proxies to be voted at a Special Meeting of
Shareholders of the Current Portfolio to be held on April 28, 1997 at 10:00
a.m. Eastern time, at the offices of AMT Fund located at 600 Fifth Avenue, New
York 10020 and at any adjournment(s) thereof. The purpose of the Meeting is
to approve or disapprove the Reorganization Plan by and between AMT Fund, on
behalf of the Current Portfolio, and FFTW Fund, on behalf of the Successor
Portfolio, providing for the transfer of all of the assets, subject to all of
the liabilities, of Current Portfolio to the Successor Portfolio in exchange
for Successor Shares, and the distribution of such Successor Shares to the
shareholders of Current Portfolio in complete liquidation of the Current
Portfolio, as fully described hereafter in this Combined Prospectus/Proxy
Statement; and to consider and act upon any other matters that may properly
come before the meeting and any adjournments thereof.
Record holders of shares of common stock of the Current Portfolio at the close
of business on March , 1997, the record date, will be entitled to one vote
per share and proportionate fractional votes for fractional shares on all
business to be presented at the Meeting. On the record date, _____________
shares of common stock of the Current Portfolio were outstanding and entitled
to be voted at the meeting. As of the record date there were ____ 5%
beneficial shareholders. __________ ("____") holds _______ shares (___ %) of
the Current Portfolio as of the record date. ____________. may each be deemed
control persons of the Current Portfolio. _______ address is
_________________. The officers and Directors of AMT Fund own as a group less
than 1% of the Current Portfolio's outstanding shares.
The enclosed form of proxy, if properly executed and returned, will be voted
in accordance with the choices specified thereon. If no choice is specified
with respect to a proposal, the proxy will be voted in favor of the proposal
being considered, and, in the discretion of the proxies named in the proxy
card, on any other matter properly brought before the Meeting. The
representation in person or by proxy of a majority of the outstanding voting
securities of Current Portfolio is necessary to constitute a quorum for voting
on the proposals herein. If a quorum is present at the meeting, the approval
of the Reorganization Plan will require the affirmative vote of at least a
majority of the outstanding voting securities of the Current Portfolio. As
defined in the Investment Act of 1940 (the "1940 Act"), the term "majority of
the outstanding voting securities" means the vote of the lesser of (i) 67% of
the voting shares of the Current Portfolio present in person or by proxy at a
meeting where more than 50% of the outstanding voting shares are present in
person or by proxy; or (ii) more than 50% of the outstanding voting shares of
the Fund (a "1940 Act Majority"). In the event that a quorum is present at
the meeting but sufficient votes to approve a proposal are not received, or if
a quorum is not present, an affirmative vote of the majority of shares
represented at the meeting for adjournment will cause the meeting to be
adjourned to permit the further solicitation of proxies. For purposes of
establishing a quorum, abstentions and broker non-votes will be treated as
shares that are present. Broker "non-votes" are proxies received by the
Current Portfolio from brokers or nominees when the broker or nominee has
neither received instructions from the beneficial owner or other persons
entitled to vote on a particular matter. Abstentions and broker "non-votes"
are equivalent to a vote against the proposals.
The Reorganization Plan provides that the expenses of the Reorganization
including the costs and expenses incurred in the preparation and mailing of
the notice, this Combined Prospectus/Proxy Statement and the proxy, and
solicitation of proxies, other than the legal expenses, will be borne by
Fischer Francis Trees & Watts, Inc. ("FFTW").
The enclosed proxy is revocable by you at any time prior to the exercise
thereof by submitting a written notice of revocation or subsequently executed
proxy. Signing and mailing the proxy will not affect your right to give a
later proxy or to attend the Meeting and vote your shares in person.
This Proxy Statement, the Notice of Special Meeting of Shareholders and the
form of proxy are being first mailed to shareholders on or about April ,
1997.
The Board of Directors of AMT Fund has unanimously approved, and recommends
that shareholders vote FOR, Proposal 1, Approval of the Agreement and Plan of
Reorganization and the transactions contemplated thereby described below.
SYNOPSIS
The following is a summary of certain information contained elsewhere in this
Combined Prospectus/Proxy Statement, the prospectuses of FFTW Fund and AMT
Fund and the Reorganization Plan. AMT Fund shareholders should read this
entire Combined Prospectus/Proxy Statement carefully.
PROPOSAL 1
APPROVAL OF THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
The Proposed Reorganization
Current Portfolio shareholders will be asked at the Meeting to vote upon and
approve the Reorganization Plan. The Reorganization Plan is set forth in
Appendix A to this Combined Prospectus/Proxy Statement. Pursuant to the
Reorganization Plan, the Current Portfolio, a series of AMT Fund would
effectively be reorganized into the new shares (the "Successor Shares") of the
Successor Portfolio, a series of FFTW Fund. The Reorganization Plan sets
forth the terms and conditions under which the proposed transactions
contemplated by the Reorganization are to be consummated. The Board of
Directors of AMT Fund including the Directors who are "non-interested persons"
of AMT Fund as that term is defined in Section 2(a)(19) of the 1940 Act (the
"AMT Fund Independent Directors"), and the Board of Directors of FFTW Fund
including the Directors who are "non-interested persons" of FFTW Fund as that
term is defined in Section 2(a)(19) of the 1940 Act (the "FFTW Fund
Independent Directors"), have unanimously approved the Reorganization Plan.
The consummation of the transactions contemplated by the proposed
Reorganization is subject to a number of conditions set forth in the
Reorganization Plan, some of which conditions may be waived by AMT Fund (see
"The Proposed Reorganization-- Agreement and Plan of Reorganization" under
Proposal 1 below). Among the significant conditions (which may not be waived)
are (i) the receipt by AMT Fund and FFTW Fund of an opinion of counsel as to
certain Federal income tax aspects of the Reorganization (see "The Proposed
Reorganization--Federal Income Tax Consequences of the Proposed
Reorganization" under Proposal 1, below) and (ii) the approval of the
Reorganization Plan by the affirmative vote of the holders of at least a 1940
Act Majority of the outstanding shares of the Current Portfolio. The
Reorganization Plan provides for the acquisition of all of the assets of the
Current Portfolio by the Successor Portfolio in exchange for Successor Shares
and the assumption by Successor Portfolio of all of the liabilities of the
Current Portfolio. The Successor Shares then would be distributed to the
Current Portfolio shareholders at a rate of one new Successor Share (or
fraction thereof) for each Current Portfolio share (or fraction thereof) held.
The aggregate net asset value of a Successor Share received by an Current
Portfolio shareholder would be equal to the aggregate net asset value of a
share of the Current Portfolio immediately prior to the closing of the
Reorganization. The Reorganization is anticipated to occur on April 29, 1997,
or such later date as the parties may agree (the "Reorganization Closing
Date").
For the reasons set forth below under "The Proposed Reorganization--Reasons
for the Proposed Reorganization" under "Proposal 1", AMT Fund's Board,
including all of the AMT Fund Directors, has unanimously concluded that the
Reorganization would be in the best interest of the Current Portfolio and its
shareholders and that the interests of the existing Current Portfolio
shareholders would not be diluted as a result of the transactions contemplated
by the Reorganization. AMT Fund's Board, therefore, has submitted the
Reorganization Plan effecting the Reorganization for approval by the Current
Portfolio shareholders at the Meeting, and recommends the approval of the
Reorganization Plan.
Costs and Expenses of the Reorganization
The Reorganization Plan provides that FFTW will bear all the costs and
expenses of the Reorganization of the Current Portfolio, including
professional fees and the costs of the Meeting, such as the costs and expenses
incurred in the preparation and mailing of the notice, this Combined
Prospectus/Proxy Statement, and the solicitation of proxies. Such costs and
expenses to be paid by FFTW will not result in an increase in management or
distribution fees payable by the Current Portfolio or the Successor Portfolio
(see "Advisory and Distribution Fees and Expenses" below).
Continuation of Shareholder Accounts
As a result of the proposed transactions contemplated by the Reorganization,
each Current Portfolio shareholder will cease to be a shareholder of the
Current Portfolio and, as described below, will receive Successor Shares at
the rate of one Successor Share (or fraction thereof) for each Current
Portfolio share (or fraction thereof) held on the Reorganization Closing Date,
and the Successor Shares will have an aggregate net asset value equal to the
aggregate net asset value of such shareholder's Current Portfolio shares as of
the close of business on the Reorganization Closing Date.
The Successor Portfolio will establish accounts for all Current Portfolio
shareholders containing the appropriate number of Successor Shares. Receipt
of Successor Shares by a Current Portfolio shareholder will be deemed to
authorize the Successor Portfolio and its agents to establish for the Current
Portfolio shareholder, with respect to the Successor Portfolio, all of the
same (i) account options, including telephone redemptions, if any, (ii)
dividend and distribution options, and (iii) options for payment that Current
Portfolio shareholders had elected previously with respect to the Current
Portfolio. Similarly, no further action will be necessary in order to
continue any retirement plan currently maintained by a Current Portfolio
shareholder, with respect to Successor Shares.
No fees will be imposed in connection with the issuance of Successor Shares to
the Current Portfolio shareholders pursuant to the Reorganization.
Forms of Organization of FFTW Fund and AMT Fund
The Successor Portfolio is a newly-created series of FFTW Fund, a Maryland
corporation organized on February 23, 1989, and an open-end management
investment company registered under the 1940 Act. In addition, FFTW Fund has
several other series of shares outstanding; however, only the Successor
Portfolio is involved in the Reorganization. The operations of FFTW Fund and
the Successor Portfolio are governed by the Articles of Incorporation and By-
Laws of FFTW Fund, and by Maryland Law, as applicable.
The Current Portfolio is an investment portfolio of AMT Fund, a Maryland
corporation organized on August 3, 1993, and an open-end management investment
company registered under the 1940 Act. The operations of AMT Fund and the
Current Portfolio are governed by the Articles of Incorporation and By-Laws of
AMT Fund, and by Maryland Law, as applicable.
AMT Fund (including the Current Portfolio) and FFTW Fund (including the
Successor Portfolio) are also subject to the provisions of the 1940 Act, and
the rules and regulations of the Securities and Exchange Commission (the
"Commission") thereunder.
Operation of the Successor Portfolio Following the Reorganization
Upon consummation of the Reorganization, Successor Portfolio will operate in a
manner that is similar in all material respects to the current operation of
the Current Portfolio. The Successor Portfolio will be governed by the Board
of Directors and officers of FFTW Fund. Background information with respect
to FFTW Fund's Directors and officers is set forth in Successor Portfolio's
statement of additional information, which is available upon request from AMT
Capital Services, Inc. ("AMT Services") The responsibilities, powers, and
fiduciary duties of the Directors of AMT Fund are substantially similar to
those of the Directors of FFTW Fund. FFTW Fund's Directors supervise the
business affairs and investments of the Successor Portfolio, which will be
managed on a daily basis by Fischer, Francis Trees & Watts, Inc., who will
have the same investment management discretion over the new Successor
Portfolio as it exercised over the Current Portfolio. AMT Services, serves as
administrator and distributor to the Current Portfolio, and will serve as
administrator and distributor to the Successor Portfolio. The investment
objective, policies, and restrictions of the new Successor Portfolio will be
similar in all material respects to those of the Current Portfolio.
Purchases of Successor Shares
The Successor Shares have rights that are substantially similar to the shares
currently offered by Current Portfolio. For information regarding the terms
under which shares of the Successor Portfolio are offered and applicable
distribution charges, see "Purchase of Shares" in the prospectus of the
Successor Portfolio.
The Successor Portfolio will have AMT Services as the distributor pursuant to
a Distribution Agreement (the "Distribution Agreement") with FFTW Fund. The
Distribution Agreement between FFTW Fund and AMT Services is similar in all
material respects to the distribution agreement between AMT Services and the
AMT Fund.
Redemptions
The Successor Portfolio offers the same redemption rights and privileges
currently offered by the Current Portfolio, and such rights and privileges are
subject to the same restrictions and procedures currently prescribed by the
Current Portfolio. For information regarding redemption of Successor Shares,
see "Redemption of Shares" in the prospectus of the Successor Portfolio.
Exchanges
The Current Portfolio does not allow for the exchange of its shares. Shares of
the Successor Portfolio may be exchanged for shares of another portfolio in
FFTW Fund based on the respective net asset values of the shares involved in the
exchange, assuming that shareholders wishing to exchange shares reside in states
where its portfolios are qualified for sale. The Successor's Portfolio minimum
amounts of $100,000 would still apply. An exchange order is treated the same as
a redemption followed by a purchase.
Dividends and Distributions
As is the Current Portfolio's practice, the Successor Portfolio will distribute
its net investment income (which is composed of interest income, less expenses)
daily and pay such dividends monthly.
Similar to the Current Portfolio's practice, each Successor Portfolio
shareholder or its authorized representative will receive an annual statement
designating the amount of any dividends and distributions made during the year
and their federal tax qualification.
Advisory and Distribution Fees and Expenses
The new Advisory Agreement is substantially similar to the current Advisory
Agreement, except that (a) Fischer Francis Trees & Watts, Inc. ("FFTW"),
currently the sub-adviser to the Current Portfolio, replaces AMT Capital
Advisers, Inc. ("AMT Advisers") as investment adviser, and (b) the aggregate
contractual rates payable by the Successor Portfolio for investment advisory
services are substantially reduced. FFTW will continue to have the same
investment management discretion and decision-making authority over the
Successor Portfolio it exercises over the Current Portfolio as sub-adviser,
except that it will now serve the Successor Portfolio as investment adviser
rather than sub-adviser.
As described below under Proposal 1, the terms of the new Distribution
Agreement, with respect to the Successor Portfolio are similar in all material
respects to those of the current Distribution Agreement for the Current
Portfolio. Accordingly, the aggregate contractual rates payable to AMT
Services for distribution services under the new Distribution Agreement will
remain the same as that payable to AMT Services under the current Distribution
Agreement.
Investment Objective and Policies
Upon consummation of the Reorganization, the investment objective, policies and
restrictions of the Successor Portfolio will be similar in all material respects
to those of the Current Portfolio. Accordingly, the objective of the Successor
Portfolio is to seek current income, liquidity, and the maintenance of a stable
net asset value per share through investments in high quality, short-term
obligations. The investment objective of the Successor Portfolio is a
fundamental policy and may not be changed without the approval of vote of at
least a 1940 Act Majority of the outstanding voting securities of the Successor
Portfolio. The investment objective, policies, and restrictions of the
Successor Portfolio and the investment risks are described under "Investment
Objective and Policies" in the prospectus of the Successor Portfolio and under
"Investment Objective and Policies" in the statement of additional information
of the Successor Portfolio.
Federal Income Tax Consequences of the Proposed Reorganization
The Successor Portfolio and the Current Portfolio will receive, as a condition
to the Reorganization, an opinion from Dechert Price & Rhoads, counsel to the
Successor Portfolio, to the effect that the proposed Reorganization will
constitute a tax-free reorganization within the meaning of Section 368(a) of
the U.S. Internal Revenue Code of 1986, as amended (the "Code"). Accordingly,
no gain or loss generally will be recognized by the Successor Portfolio, the
Current Portfolio or their respective shareholders. For additional
information regarding the federal income tax consequences of the Proposed
Reorganization, see `The Proposed Reorganization--Federal Income Tax
Considerations of the Proposed Reorganization" under Proposal 1, below.
PRINCIPAL RISK FACTORS
Because the investment objective, policies, and restrictions of the Successor
Portfolio are similar in all material respects to those of the Current
Portfolio, the risks associated with the particular investment policies and
strategies that the Successor Portfolio and the Current Portfolio are
authorized to employ also are similar in all material respects. The Successor
Portfolio may, at times, invest in excess of 25% of its assets in Domestic Bank
Obligations. By concentrating investments in the banking industry, the
Successor Portfolio may have a greater exposure to certain risks associated with
the banking industry. In particular, economic or regulatory developments in or
related to the banking industry will affect the value of and investment return
on the Successor Portfolio's shares. For additional information regarding the
principal risk factors of investing in the Successor Portfolio, see "Risk
Factors and Special Considerations" in the prospectus of the Successor
Portfolio.
PROPOSAL 1
APPROVAL OF THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
On March 6, 1997, the Board of Directors of AMT Fund, including all of the AMT
Fund Independent Directors, approved the Reorganization Plan, subject to
approval by the shareholders of Current Portfolio. The Reorganization Plan
provides for (a) the transfer of all of the assets and liabilities of the
Current Portfolio to the newly formed Successor Portfolio, subject to all of
the liabilities of Successor Shares, in exchange solely for Successor Shares,
and (b) the distribution by the Current Portfolio to its shareholders of
Successor Shares in complete liquidation of the Current Portfolio.
As a result of the Reorganization, each shareholder of the Current Portfolio
will become a shareholder of the Successor Portfolio and will hold, immediately
after the Reorganization Closing Date, the same number of Successor Shares that
such shareholder held in the Current Portfolio immediately before the
Reorganization Closing Date. The investment objective, policies, restrictions,
risk factors, and investment approach of the Successor Portfolio will be
similar in all material respects to those of the Current Portfolio. The
investment management of the Successor Portfolio will be substantially similar
to the Current Portfolio, except that (a) FFTW, currently the sub-adviser to
the Current Portfolio, replaces AMT Advisers as investment adviser, and (b)
the aggregate contractual rates payable by the Successor Portfolio for
investment advisory services would be substantially reduced. FFTW will
continue to have the same investment management discretion and decision-making
authority over the Successor Portfolio it exercised over the Current Portfolio
as sub-adviser, except that it will now serve the Successor Portfolio as
investment adviser. AMT Services will serve as administrator and distributor
to the Successor Portfolio.
FFTW Fund is a registered investment company, organized as a corporation under
the laws of Maryland in February 23, 1989, with its principal place of
business at 200 Park Avenue, New York, New York 10166. FFTW Fund offers
several other portfolios, of which only the Successor Portfolio is involved in
the Reorganization. FFTW Fund recently created the Successor Portfolio into
which it is proposed that the Current Portfolio will be reorganized. In the
event that shareholders of Current Portfolio do not approve the Reorganization
Plan, the Directors of AMT Fund will consider the alternatives available to
them.
A copy of the Reorganization Plan is attached to this Combined Prospectus/
Proxy Statement as Appendix A, and the description of the Reorganization Plan
herein is qualified in its entirety by reference to Appendix A.
Reasons for the Proposed Reorganization
Continuity of Investment Management. FFTW is responsible for the day-to-day
investment management of the Current Portfolio, pursuant to its sub-advisory
agreement with AMT Advisers, and is responsible for the Current Portfolio's
current track record.
In light of the recent decision by the Directors of the AMT Fund to exit the
manager of manager business for small mutual fund portfolios, the
Reorganization allows current shareholders to continue to access the investment
management expertise of FFTW. Consequently, the transition of FFTW being
responsible for the investment management of the Current Portfolio to advising
the Successor Portfolio will be uninterrupted.
Substantially Reduced Investment Advisory Fees. Under the current Advisory
Agreement, AMT Fund pays AMT Advisers a monthly base fee at the annual rate of
0.25% of the average daily net assets of the Current Portfolio. AMT Advisers
pays FFTW pursuant to the Sub-Advisory Agreement a monthly base fee at the
annual rate of 0.10% of the average daily net assets of the Current Portfolio,
out of its investment advisory fee. Under the new Advisory Agreement between
FFTW and FFTW Fund, the Successor Portfolio will pay FFTW a monthly base fee at
the annual rate of 0.10% of the average daily net assets of the Successor
Portfolio. Accordingly, if the Reorganization is approved, shareholders of the
Successor Portfolio would benefit considerably as the investment advisory fees
to the Successor Portfolio would only be 0.10%. of the average daily net assets.
AMT Advisers, the investment adviser, AMT Services, the administrator, and FFTW,
the sub-adviser, have voluntarily agreed to reimburse the Current Portfolio for
"Total Fund Operating Expenses," in excess of 0.40% of its average net assets.
FFTW and AMT Services have voluntarily agreed to reimburse the Successor
Portfolio for "Total Fund Operating Expenses," in excess of 0.25% of its
average net assets. As a result, the total expense ratio of the Successor
Portfolio will be substantially lower than that of the Current Portfolio for
its most recent fiscal year.
The following table and example provide a comparison of the annual operating
expenses (as a percentage of average net assets) the Current Portfolio currently
pays and the estimated amounts the Successor Portfolio would pay during its
first fiscal year following consummation of the Reorganization:
Comparative Expense Table
Annual Fund Operating Expenses
Current Portfolio Successor Expense
Existing Expense Estimated Expense
Investment Advisory Fees 0.25% (a) 0.10%
Other Expenses- including 0.15% (b) 0.15% (b)
Administration Fees
(after reimbursement)
Total Operating Expenses 0.40% (b) 0.25% (b)
(after reimbursement)
(a) This amount includes advisory fees and sub-advisory fees.
(b) This amount reflects voluntary expense reimbursements as explained under
the heading Reasons for the Proposed Reorganization. Absent these voluntary
expense reimbursements, the ratio of "Other Expenses" to average net assets
would have been 0.70% for the Current Portfolio (of which 0.45% is "other
expenses"), and is estimated to be 0.45% for the Successor Portfolio.
Example
You would pay the following expenses on a $1,000 investment in each of the
Current Portfolio and the Successor Portfolio, assuming (1) 5% annual return and
(2) redemption at the end of each time period.
1 Year 3 Years 5 Years 10 Years
Current Portfolio $4 $13 $23 $52
Successor Portfolio $3 $8 $14 $32
These examples should not be considered a representation of future expenses or
performance. Actual operating expenses and annual returns may be greater or
less than those shown.
Federal Income Tax Consequences of the Proposed Reorganization. The Current
Portfolio and AMT Fund will receive, as a condition to the Reorganization, an
opinion from Dechert Price & Rhoads, counsel to the Successor Portfolio, to
the effect that, based on the facts, assumptions and representations of the
parties, for federal income tax purposes: (i) the acquisition by the
Successor Portfolio of substantially all of the assets of the Current
Portfolio in exchange solely for Successor Shares and the assumption by the
Successor Portfolio of the liabilities of the Current Portfolio, followed by
the distribution of such Successor Shares to the Current Portfolio
shareholders in exchange for their shares of the Current Portfolio in complete
liquidation of the Current Portfolio, will constitute a "reorganization"
within the meaning of Section 368(a) of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), and the Successor Portfolio and the Current
Portfolio will each be "a party to a reorganization" within the meaning of
Section 368(b) of the Code; (ii) no gain or loss will be recognized to the
Current Portfolio upon the transfer of all of its assets to the Successor
Portfolio in exchange solely for Successor Shares and the assumption by the
Successor Portfolio of the liabilities of the Current Portfolio, or upon the
distribution to the target shareholders of such Successor Shares; (iii) the
basis of the assets of the Current Portfolio in the hands of the Successor
Portfolio will be, in each instance, the same as the basis of those assets in
the hands of the Current Portfolio immediately prior to the Reorganization;
(iv) the holding period of the assets of the Current Portfolio in the hands of
the Successor Portfolio will include the period during which the assets were
held by the Current Portfolio; (v) no gain or loss will be recognized by the
Successor Portfolio upon the receipt of the assets of the Current Portfolio in
exchange for Successor Shares; (vi) no gain or loss will be recognized by the
shareholders of the Current Portfolio upon the receipt of Successor Shares
solely in exchange for their shares of the Current Portfolio; (vii) the basis
of the Successor Shares received by the shareholders of the Current Portfolio
will be the same as the basis of the shares of the Current Portfolio
surrendered in exchange therefor; and (viii) the holding period of the
Successor Shares received by the shareholders of the Current Portfolio will
include the holding period of the shares of the Current Portfolio surrendered
in exchange therefore, provided that on the date of the exchange the shares of
the Current Portfolio were held as capital assets in the hands of the
shareholders of the Current Portfolio.
The foregoing is only intended to be a summary of the principal federal income
tax consequences of the Reorganization and should not be considered tax
advice. In addition, while it is believed that the foregoing is correct, it
is not certain that the U.S. Internal Revenue Service will agree with the
conclusions stated above. Shareholders of the Current Portfolio may wish to
consult their own tax advisers regarding the federal, state and local tax
consequences with respect to the foregoing matters and any other
considerations which may be applicable to the shareholders of the Current
Portfolio.
Pro Forma Capitalization. The following table shows the capitalization of the
Current Portfolio and the Successor Portfolio separately as of March , 1997
(unaudited), and combined in the aggregate on a pro forma basis (unaudited),
as of that date giving effect to the Reorganization:
Current Portfolio Successor Portfolio Pro Forma Combined
Net Assets: $25,310,484 $0 $25,310,484
Net Asset Value
("NAV") Per Share: $1.00 $0 $1.00
Shares Outstanding 0
Summation. Based upon the foregoing, AMT Fund's Board of Directors has
determined that the Reorganization is in the best interests of the shareholders
of the Current Portfolio, and has determined further that the interests of the
shareholders will not be diluted as a result of the Reorganization.
In reaching this conclusion, the Board of Directors of AMT Fund considered
many factors, including without limitation the following: the compatibility
of the investment objective, policies and restrictions of the Successor
Portfolio to the Current Portfolio; the advantages of continued access to
FFTW's investment management skills; the capabilities and resources of the
other proposed service providers in the areas of administration, fund
accounting, transfer agency, custody, marketing and shareholder servicing,
as applicable; the benefits of the lower investment advisory expenses and
operating expenses of the Successor Portfolio to shareholders; the terms and
conditions of the Reorganization and whether the Reorganization would result
in a dilution of shareholder interests; costs to be incurred by the Current
Portfolio and the Successor Portfolio in connection with the Reorganization;
tax consequences of the Reorganization; the commitment of FFTW and its
affiliates to maintain and enhance the business of the Successor Portfolio for
the benefit of shareholders of the Successor Portfolio, including former
shareholders of the Current Portfolio; and possible alternatives to the
Reorganization, including the liquidation of the Current Portfolio.
Description of FFTW Fund and the New Successor Portfolio
FFTW Fund, an open-end registered investment company, was incorporated in the
state of Maryland on February 23, 1989. The Successor Portfolio was organized
specifically for the purpose of effectuating the Reorganization of the Current
Portfolio. Prior to the Reorganization Closing Date, the Successor Portfolio
will have no assets (other than a nominal investment by AMT Services as the
sole initial shareholder of the Successor Portfolio) and no liabilities. The
investment objective, policies, restrictions, risk factors, and investment
approach of Successor Portfolio will be similar in all material respects to
those of the Current Portfolio at the Reorganization Closing Date. The
Successor Portfolio will be advised by FFTW. AMT Services will serve as the
administrator and distributor to the Successor Portfolio.
FFTW, the adviser to the Successor Portfolio and currently the sub-adviser to
the Current Portfolio, was organized in 1972. FFTW is a registered investment
adviser and a New York corporation that currently manages approximately $22
billion in assets entirely in fixed-income portfolios for in excess of 90
major institutional clients including banks, central banks, pension funds and
other institutional clients. The average size of a client relationship with
FFTW is in excess of $200 million. Over $9 billion of the amount managed is
made up of short-term assets constituting institutional reserves. FFTW is
also the sub-adviser to two portfolios of two other open-end management
investment companies.
The manner in which Successor Shares are distributed and the distribution
system will be similar in all material respects for the Current Portfolio. In
addition, dividends on Successor Shares are anticipated to be declared and
paid on the same basis and at the same times as dividends are paid to
shareholders of the Current Portfolio. Further, all rights, privileges and
obligations of shareholders existing immediately prior to the reorganization
are similar in all material respects to those which shareholders will be
entitled as shareholders of the Successor Portfolio.
Description of Administrator
AMT Services will serve as the administrator to the Successor Portfolio
pursuant to an Administration Agreement with FFTW Fund, on behalf of the
Successor Portfolio, which is similar in all material respects to the current
Administration Agreement AMT Services has with the Current Portfolio.
AMT Services will provide administrative services to, and assist in managing
and supervising all aspects of, the general day-to-day business activities and
operations of the Successor Portfolio other than investment advisory
activities, including oversight of custodial, transfer agency, dividend
disbursing, accounting, auditing, compliance and related services.
AMT Services presently performs such administrative services as administrator
responsible for managing all aspects of the Current Portfolio's operations.
As administrator to the Current Portfolio, it focuses on selecting, managing,
and replacing, if necessary, the other service providers to secure the best
services at the best prices available on the market.
Founded in early 1992, AMT Services is a registered broker-dealer whose senior
managers are former officers of Morgan Stanley and The Vanguard Group of
Investment Companies ("Vanguard"), where they were responsible for the
administration and distribution of The Pierpont Funds, a $5 billion fund
complex now owned by J.P. Morgan, and the private label administration group
of Vanguard, which administered nearly $10 billion in assets in the aggregate
for 45 portfolios.
Description of Distributor and Distribution Arrangements
AMT Services will also serve as the distributor to the Successor Portfolio
under the Distribution Agreement with FFTW Fund. FFTW Fund's Distribution
Agreement with AMT Services relating to the Successor Shares is similar in all
material respects to AMT Fund's Distribution Agreement with AMT Services
currently in place for the Current Portfolio.
Comparative Information on Shareholder Rights
General. AMT Fund and FFTW Fund are both Maryland corporations. AMT Fund is
an open-end registered investment company governed by its Articles of
Incorporation, as amended and restated, its By-Laws and applicable Maryland
law. FFTW Fund is governed by its Articles of Incorporation, its By-Laws, and
applicable Maryland law. The business and affairs of each of the Current
Portfolio and the Successor Portfolio are managed under the direction of their
respective Boards of Directors.
Shares. The number of authorized shares of common stock of the AMT Fund is
Two Billion Five Hundred Million (2,500,000,000). The number of authorized
shares of common stock of the FFTW Fund is One Billion (1,000,000,000). Under
the Articles of Incorporation of both FFTW Fund and AMT Fund the Board of
Directors may, without shareholder approval, provide for the issuance of
additional sub-classes of Common Stock of a particular class or portfolio with
such preferences, conversions or other rights and characteristics as shall be
determined by resolution of the Board of Directors.
Management of the Affairs of FFTW Fund.. FFTW Fund and AMT Fund may suspend
redemptions in such manner as may be approved from time to time by or pursuant
to the discretion of the Board of Directors during any period (i) during which
the New York Stock Exchange is closed other than customary weekend and holiday
closing, (ii) during which trading on the New York Stock Exchange is restricted,
(iii) during which an emergency exists as a result of which disposal by the
applicable Fund of securities owned by such class is not reasonably practicable
or it is not reasonably practicable for the applicable Fund fairly to determine
the value for the net assets of such class, or (iv) during any other period when
the Securities and Exchange Commission (or any succeeding governmental
authority) may for the protection of security holders of the applicable Fund by
order permit suspension of the right of redemption or postponement of the date
of payment on redemption.
Shareholder Meetings. Neither AMT Fund nor FFTW Fund is required to hold
annual meetings of shareholders, but are required to hold meetings of
shareholders for purposes of voting on certain matters as required under the
1940 Act.
Liability and Indemnification of Directors and Officers. Both AMT Fund and
FFTW Fund provide for the indemnification of their directors and officers to
the full extent permitted by Maryland General Corporation Law.
The foregoing is only a summary of certain characteristics of the operations
of AMT Fund and FFTW Fund, their Articles of Incorporation, By-Laws and
Maryland law. The foregoing is not a complete description of the documents
cited. Shareholders should refer to the provisions of Maryland law directly
for a more thorough description.
Comparative Information on Investment Advisory Agreements
The duties and obligations of the investment adviser outlined under the current
and new Investment Advisory Agreements are similar in all material respects.
The new Investment Advisory Agreement was approved by the Board of Directors of
the FFTW Fund, including a majority of FFTW Fund's Independent Directors on
November 6, 1996 on behalf of the Successor Portfolio, and by the sole
shareholder of the Successor Portfolio on January 21, 1997. The new Investment
Advisory Agreement will continue until November 6, 1998 and from year to year
thereafter provided that such continuance is specifically approved at least
annually in the same manner as the current Investment Advisory Agreement. The
new Investment Advisory Agreement is similar in all material respects to the
current Investment Advisory agreement and is terminable at any time without
penalty by a majority of FFTW Fund's Independent Directors or by vote of a
majority of the outstanding shares (as defined in the 1940 Act) of the Successor
Portfolio on 60 days' written notice to FFTW and by FFTW on 60 days' written
notice to FFTW Fund.
THE DIRECTORS, INCLUDING THE INDEPENDENT AMT FUND DIRECTORS, RECOMMEND THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 1 AND ANY UNMARKED PROXIES WILL BE SO VOTED.
Additional Information About FFTW Fund and the Successor Portfolio
Additional information about FFTW Fund is included in the prospectus of the
Successor Portfolio dated January 23, 1997 (the "Successor Portfolio
Prospectus"). A copy of the Successor Portfolio Prospectus has been filed with
the Securities and Exchange Commission (the "Commission") and is enclosed
herewith and is incorporated by reference. Additional copies may be obtained
without charge by contacting AMT Services at 600 Fifth Avenue, New York, New
York 10020 or by telephoning AMT Services at 1-800-762-4848. Further
information about AMT Fund is included in the statement of additional
information for the Successor Portfolio, dated January 23, 1997, which also has
been filed with the Commission and may be obtained without charge by contacting
AMT Services at 600 Fifth Avenue, New York, New York 10020 or by telephoning AMT
Services at 1-800-762-4848 and is incorporated by reference herein.
Additional Information About AMT Fund and the Current Portfolio
Additional information about AMT Fund is included in the prospectus of the
Current Portfolio and statement of additional information each dated March 6,
1996. A copy of the Current Portfolio prospectus may be obtained without charge
by contacting AMT Services at 600 Fifth Avenue, New York, New York 10020 or by
telephoning AMT Services at 1-800-762-4848 and is incorporated by reference
herein. Further information about AMT Fund is included in the statement of
additional information of the Current Portfolio, dated March 6, 1996, relating
to the proposed transactions and other actions described in this Combined
Prospectus/Proxy Statement, including financial statements, and has been filed
with the Commission. This statement of additional information may be obtained
without charge by contacting AMT Services at 600 Fifth Avenue, New York, New
York 10020 or by telephoning AMT Services at 1-800-762-4848 and is incorporated
by reference herein.
Miscellaneous
Available Information
FFTW Fund and AMT Fund are each registered under the 1940 Act and are subject to
the informational requirements of the 1940 Act and, in accordance therewith,
each files reports, proxy materials, and other information with the Commission.
Such reports, proxy materials and other information may be inspected at the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material also may be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
Legal Matters
Certain legal matters in connection with the issuance of the shares of the
Successor will be passed upon by Dechert Price & Rhoads, 30 Rockerfeller Plaza,
New York, New York 10022. Dechert Price & Rhoads will render an opinion as to
certain Federal income tax consequences of the Reorganization.
Financial Statements and Experts
The audited financial statements of the AMT Fund included in the statement of
additional information related to this Combined Prospectus/Proxy Statement (the
"SAI") have been audited by Ernst & Young LLP, independent auditors, for the
period indicated in the report of independent auditors thereon which appears in
the SAI. Copies of these financial statements as included in the SAI may be
obtained without charge by contacting AMT Services at 600 Fifth Avenue, New
York, New York 10020 or by telephoning AMT Services at 1-800-762-4848. There
are no financial statements for the Successor Portfolio since it has not yet
commenced operations.
OTHER BUSINESS
The Directors know of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, proxies will be
voted in accordance with the judgment of the Board of Directors.
Proposals for Future Meetings
As a Maryland corporation, FFTW Fund is not required to hold annual Shareholder
meetings in any year in which no meeting is required under the 1940 Act.
Consequently, FFTW Fund does not intend to hold annual shareholder meetings each
year, but meetings may be called by the Directors from time to time. Proposals
of shareholders that are intended to be presented at a future shareholder
meeting must be received by FFTW Fund by a reasonable time prior to FFTW Fund's
mailing of information statements relating to such meeting.
By Order of the Board of Directors
William E. Vastardis, Secretary
MONEY MARKET PORTFOLIO
A SERIES OF
AMT CAPITAL FUND, INC.
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
DATE: April 28, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AMT CAPITAL FUND,
INC. ("AMT Fund") for use at a special meeting of the shareholders of the
Money Market Portfolio ("Current Portfolio") a series of AMT Fund, which
meeting will be held at 10:00 a.m. at the offices of AMT Fund located at 600
Fifth Avenue New York, New York 10020, and any adjournments thereof (the
"Meeting").
The undersigned shareholder of Current Portfolio, revoking any and all
previous proxies heretofore given for shares of Current Portfolio held by the
undersigned ("Shares"), does hereby appoint Carla E. Dearing and William E.
Vastardis, or either of them, with full power of substitution to each, to be
the attorneys and proxies of the undersigned (the "Proxies"), to attend the
Meeting of the shareholders of Current Portfolio, and to represent and direct
the voting interest represented by the undersigned as of the record date for
said Meeting for the Proposals specified below.
This proxy, if properly executed, will be voted in the manner as
directed herein by the undersigned shareholder. Unless otherwise specified
below in the squares provided, the undersigned's vote will be cast "FOR"
Proposal One. In their discretion, the Proxies are authorized to transact and
vote upon such other matters and business as may come before the meeting or
any adjournments thereof.
Proposal One. To approve the Agreement and Plan of Reorganization by and
between AMT Fund, on behalf of its Current Portfolio, and FFTW
Funds, Inc. ("FFTW Fund"), on behalf of its newly-created Money
Market Portfolio (the "Successor Portfolio"), providing for the
transfer of all of the assets, subject to all of the liabilities,
of Current Portfolio in exchange for shares of the Successor
Portfolio (the "Successor Shares"), and the distribution of such
Successor Shares to the shareholders of Current Portfolio in
complete liquidation of Current Portfolio.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal Two. To transact such other business as properly may come before the
Meeting or any adjournment(s) thereof.
To avoid adjourning the Meeting to a subsequent date, please return this
proxy in the enclosed self-addressed, postage-paid envelope. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMT FUND, WHICH RECOMMENDS A
VOTE FOR PROPOSAL ONE.
Dated: April __, 1997
______________________________
Signature of Shareholder
______________________________
Signature of Shareholder
This proxy may be revoked by the shareholder(s) at any time prior to the
special meeting.
NOTE: Please sign exactly as your name appears hereon. If shares are
registered in more than one name, all registered shareholders should sign this
proxy; but if one shareholder signs, this signature binds the other
shareholder. When signing as an attorney, executor, administrator, agent,
trustee, or guardian, or custodian for a minor, please give full title as
such. If a corporation, please sign in full corporate name by an authorized
person. If a partnership, please sign in partnership name by an authorized
person.
PART B
MONEY MARKET PORTFOLIO
A SERIES OF
FFTW FUNDS, INC.
200 Park Avenue
New York, NY 10166
(212) 332-5211
________________
STATEMENT OF ADDITIONAL INFORMATION
This statement of additional information is not a prospectus and should be read
in conjunction with the Combined Prospectus/Proxy Statement dated April , 1997
(the "Combined Prospectus/Proxy Statement"), for the special meeting of
shareholders of the Current Portfolio, a series of AMT Fund, an open-end
management investment company, to be held on April 28, 1997 (the "Meeting").
The Combined Prospectus/Proxy Statement describes certain transactions and other
actions contemplated by the Reorganization Plan pursuant to which all of the
assets of Current Portfolio, a series of AMT Fund would be acquired by
Successor Portfolio, a portfolio of FFTW Fund, in exchange for shares of the
Successor Portfolio and the assumption by the Successor Portfolio of all of
the liabilities of the Current Portfolio. As described in the Combined
Prospectus/Proxy Statement, Successor Portfolio has an investment objective
and investment policies that are similar in all material respects to the
Current Portfolio. The Combined Prospectus/Proxy Statement also describes a
new Advisory Agreement between Successor Portfolio and FFTW Fund, a new
Distribution Agreement between the Successor Portfolio and AMT Services, and a
new Administration Agreement between the Successor Portfolio and AMT Services.
The shareholders of Current Portfolio are being requested to approve the
Reorganization Plan and the transactions contemplated thereby at the Meeting.
Pro forma financial statements are not presented herewith inasmuch as the
Reorganization Plan does not involve a change in the net assets of Current
Portfolio or the net asset value of Current Portfolio shares. Pursuant to the
Reorganization Plan shares will be exchanged at the same net asset value, and
the number of outstanding Successor Shares immediately following the
Reorganization will be the same as the number of Current Portfolio Shares
outstanding immediately prior to the Reorganization. The capitalization of
the Successor Portfolio will be the same as the Current Portfolio and
Successor Portfolio will report its financial highlights and per share data in
the same form as Current Portfolio. The annual report of the Current
Portfolio for its fiscal year ended December 31, 1996 was filed on February
28, 1997 with the Securities and Exchange Commission electronically on Form
N30B-2, and is incorporated by reference into this Statement of Additional
Information.
The Combined Prospectus/Proxy Statement may be obtained without charge from
AMT Services, the Distributor for the Successor Portfolio at 600 Fifth Avenue,
New York, New York 10020 or by telephoning AMT Services at 800-762-4848. This
statement of additional information contains additional and more detailed
information about the operations and activities of AMT Fund and FFTW Fund and
the operations and activities of Current Portfolio and Successor Portfolio.
The date of this statement of additional information is April , 1997.
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
Statement of Additional Information of
Successor Portfolio, a series of
FFTW Funds, Inc.
dated January 23, 1997
Statement of Additional Information of
Current Portfolio, a series of
AMT Capital Fund, Inc.
dated March 6, 1996
Annual Report of AMT Capital Fund, Inc.
including the Current Portfolio,
dated December 31, 1996
Annual Report of FFTW Funds, Inc.
including the Successor Portfolio
dated December 31, 1996
PART C
FFTW FUNDS, INC.
MONEY MARKET PORTFOLIO
PART C. OTHER INFORMATION
Item 15. Indemnification
The Registrant shall indemnify directors, officers, employees and agents of
the Registrant against judgments, fines, settlements and expenses to the
fullest extent allowed, and in the manner provided, by applicable federal and
Maryland law, including Section 17(h) and (i) of the Investment Company Act of
1940.
Item 16. Exhibits
(1) Articles of Incorporation, dated February 23, 1989, previously filed
as Exhibit 1 to Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(1a) Articles of Amendment, dated July 1, 1991, previously filed as
Exhibit 1(a) to Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(1b) Articles of Amendment, dated July 26, 1991, previously filed as
Exhibit 1(a) to Post-Effective Amendment No. 5 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(1c) Articles Supplementary, dated February 16, 1993, previously filed as
Exhibit 1(c) to Post-Effective Amendment No. 10 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(1d) Articles of Amendment, dated August 17, 1995, previously filed as
Exhibit 1(d) to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(1e) Articles of Amendment, dated December 11, 1996 previously filed as
Exhibit 1(e) to Post-Effective Amendment No. 20 to Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.
(2) By-laws, previously filed as Exhibit 2 to Registrant's Registration
Statement on Form N-1A and incorporated herein by reference.
(3) Not Applicable.
(4) Form of Agreement and Plan of Reorganization annexed hereto as
Appendix A, filed herewith on Form N-14 to the Registrant's
Registration Statement.
(5) Not Applicable.
(6)(a) Advisory Agreement between the Registrant (for the Money Market
Portfolio) and Fischer Francis Trees & Watts, Inc., dated November
6, 1996, previously filed as Exhibit 5(r) to Post-Effective
Amendment No. 20 to Registrant's Registration Statement on Form N-1A
and incorporated herein by reference.
(7)(a) Distribution Agreement between the Registrant and AMT Capital
Services, Inc., dated February 1, 1995 previously filed as Exhibit
6a to Post-Effective Amendment No. 16 to Registrant's Registration
Statement on Form N-1A and incorporated by reference herein.
(8) Not Applicable.
(9) Custodian Agreement between Registrant and Investors Bank & Trust
Company, dated January 10, 1994, previously filed as Exhibit 8(d) to
Post-Effective Amendment No. 13 to Registrant's Registration
Statement on Form N-1A and incorporated herein by reference.
(10) Not Applicable.
(11) Opinion and Consent of Dechert Price & Rhoads filed herewith.
(12) Opinion of Dechert Price & Rhoads regarding certain tax matters
and consequences to shareholders to be filed.
(13) Transfer Agency and Service Agreement between Registrant and
Investors Bank & Trust Company, dated November 27, 1992, previously
filed as Exhibit 8(c) to Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(14) Consents of Ernst & Young LLP independent auditors for the Current
and Successor Portfolios to be filed.
(15) There are no financial statements omitted pursuant to Item 14(a)(1).
(16) Not applicable.
(17) Rule 24f-2 notice previously filed on February 28, 1997 and
incorporated herein by reference.
Item 17. Undertakings
(a) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) under the Securities Act of 1933, as
amended, the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by
persons who may be deemed underwriters, in addition to the
information called for by the other items if the applicable form.
(b) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (a), above, will be filed as part of an
amendment to this Registration Statement and will not be used
until the amendment is effective, and that, in determining any
liability under the Securities Act of 1933, as amended, each post-
effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of
the securities at that time shall be deemed to be the initial bona
fide offering of them.
(c) The Registrant hereby undertakes to file, by post-effective
amendment, an opinion of counsel or a copy of an IRS ruling
supporting the tax consequences of the proposed reorganization
within a reasonable time after receipt of such opinion or ruling.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York on the 19th day of March, 1997.
FFTW FUNDS, INC.
By: /s/ Onder John Olcay
Onder John Olcay
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Stephen J. Constantine President and Director March 19, 1997
Stephen J. Constantine
/s/ Onder John Olcay Chairman of the Board, March 19, 1997
Onder John Olcay Chief Executive Officer
/s/John C Head III Director March 19, 1997
John C Head III
/s/Lawrence B. Krause Director March 19, 1997
Lawrence B. Krause
/s/Paul Meek Director March 19, 1997
Paul Meek
/s/Stephen P. Casper Treasurer March 19, 1997
Stephen P. Casper
INDEX TO EXHIBITS INCLUDED IN PART C
Exhibit 11 Opinion and Consent of Dechert Price & Rhoads
Appendix A
Agreement and Plan of Reorganization
THIS AGREEMENT AND PLAN OF REORGANIZATION made this _____ day of March,
1997, by and between the AMT Capital Fund, Inc., a Maryland corporation ("AMT
Fund"), on behalf of the Money Market Portfolio, a separate series of the AMT
Fund (the "Current Portfolio"), and FFTW Funds, Inc., a Maryland corporation
("FFTW Fund"), on behalf of its Money Market Portfolio, a separate series of
the FFTW Fund (the "Successor Portfolio").
WITNESSETH:
WHEREAS, the AMT Fund and the FFTW Fund are open-end, registered investment
companies of the management type;
WHEREAS, the AMT Fund is authorized to issue its shares of common stock,
and the FFTW Fund is authorized to issue its shares of common stock, in
separate series, each of which maintains a separate and distinct portfolio of
assets;
WHEREAS, the Current Portfolio is the only portfolio of the AMT Fund;
the Successor Portfolio is one separate series of the FFTW Fund;
WHEREAS, the Current Portfolio owns securities which are assets of the
character in which the Successor Portfolio is permitted to invest;
WHEREAS, AMT Fund wishes to effect a transfer of all of the assets and
liabilities of the Current Portfolio to the Successor Portfolio;
WHEREAS, the Board of Directors of the AMT Fund has (a) pursuant to
Section 3-105(b) of the Maryland General Corporation Law of the State of
Maryland, declared that the transfer of all of the assets and liabilities of
the Current Portfolio to the Successor Portfolio is advisable on substantially
the terms and conditions set forth herein and has directed that such proposed
transaction be submitted for consideration at either an annual or special
meeting of the Current Portfolio's shareholders, (b) determined that such
transaction is in the best interests of the Current Portfolio and its
shareholders, and that the interests of the existing shareholders of the
Current Portfolio would not be diluted as a result of this transaction, and
(c) determined that subsequent to the consummation of the transaction
contemplated by this Agreement the Current Portfolio will cease operations;
WHEREAS, the Board of Directors of the FFTW Fund has determined that the
transfer of all of the assets and liabilities of the Current Portfolio to the
Successor Portfolio is in the best interest of the Successor Portfolio and its
shareholders (it being understood that AMT Capital Services, Inc. is the sole
shareholder of the Successor Portfolio prior to the consummation of the
Reorganization); and
WHEREAS, the parties hereto intend to provide for the reorganization of
the Current Portfolio through the transfer to the Successor Portfolio of all
of the assets, subject to all of the liabilities, of the Current Portfolio in
exchange for voting shares of common stock, $0.001 par value, of the Successor
Portfolio (the "Successor Portfolio Shares"), the dissolution of the Current
Portfolio and the distribution to the Current Portfolio shareholders of such
Successor Portfolio Shares, all pursuant to the provisions of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code");
NOW THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto agree as follows:
1. Plan of Reorganization and Liquidation
(a) The AMT Fund, on behalf of the Current Portfolio, shall transfer to
the Successor Portfolio at the closing provided for in Section 2 (the
"Closing") all of the then existing assets of the Current Portfolio of every
kind and nature. In consideration therefor, the Successor Portfolio shall at
the Closing (i) assume all of the Current Portfolio's liabilities then
existing, whether absolute, accrued, contingent or otherwise and (ii) deliver
to the Current Portfolio that number of full and fractional Successor
Portfolio shares equal to the number of full and fractional shares of the
Current Portfolio then outstanding. The number of shares of the Current
Portfolio issued and outstanding and the number of Successor Portfolio Shares
to be issued to the Current Portfolio shall be determined by Investors Bank &
Trust Company ("IBT"), the fund accounting agent to the Current Portfolio at
4:00 p.m., Eastern Time, on the Closing Date (as defined in Section 2 herein)
after the declaration of any dividends on that date. IBT's determination shall
be conclusive and binding on the Current Portfolio, the Successor Portfolio
and their respective shareholders.
(b) Upon consummation of the transactions described in paragraph (a) of
this Section 1, the Current Portfolio shall distribute in complete liquidation
to its shareholders of record as of the Closing Date (on a pro rata basis) the
Successor Portfolio Shares that were received by the Current Portfolio. Such
distribution and liquidation shall be accomplished by the establishment of an
open account on the share records of the Successor Portfolio in the name of
each shareholder of the Current Portfolio representing a number of Successor
Portfolio Shares equal to the number of shares of the Current Portfolio owned
of record by the shareholder at the Closing Date.
(c) After the Closing Date, the Current Portfolio shall not conduct any
business except in connection with its liquidation.
(d) Any reporting responsibility of the AMT Fund including (but not
limited to) the responsibility for any periods ending on or before the Closing
Date for filing of regulatory reports, tax returns, or other documents with
the Securities and Exchange Commission (the "SEC"), any state securities
commission, and any federal, state, or local tax authorities or any other
relevant regulatory authority, is and shall remain the responsibility of the
AMT Fund.
2. Closing and Closing Date. The Closing shall occur at the offices of
the AMT Fund, 600 Fifth Avenue, 26th floor, New York, New York, 10020 at 4:00
p.m., Eastern Time, on April 29, 1997, or at such later time and date, or at
such other location, as the parties may mutually agree (the "Closing Date").
All acts taking place at the Closing shall be deemed to take place
simultaneously as of the close of business on the Closing Date unless
otherwise provided.
2.1 Portfolio securities held by the Current Portfolio and represented
by a certificate or written instrument shall be made available by the AMT Fund
or on its behalf to the custodian of the Successor Portfolio for examination
no later than five (5) business days preceding the Closing date. Such
portfolio securities (together with any cash or other assets) shall be
delivered by the Current Portfolio to the custodian for the account of the
Successor Portfolio on or before the Closing Date in conformity with
applicable custody provisions under the Investment Company Act of 1940 (the
"1940 Act") and duly endorsed in proper form for transfer in such condition as
to constitute good delivery thereof. Portfolio securities and instruments
deposited with a securities depository shall be delivered by book entry in
accordance with customary practices of such depositories and the custodian.
All necessary taxes including without limitation all necessary federal and
state stock transfer stamps shall have been paid prior to delivery. The cash
delivered shall be in the form of a Federal Funds wire, payable to the order
of "Investors Bank & Trust Company, Custodian for the FFTW Fund: Money Market
Portfolio."
3. Representations and Warranties.
3.1 The AMT Fund represents and warrants to the FFTW Fund as follows:
(a) The AMT Fund is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Maryland and the Current
Portfolio is a series of the AMT Fund;
(b) The AMT Fund is a registered open-end investment company and its
registration with the SEC as an investment company under the 1940 Act and the
registration of its shares under the Securities Act of 1933 (the "1933 Act")
are in full force and effect;
(c) The AMT Fund is not, and the execution, delivery and performance of
the Agreement will not result, in a material violation of the AMT Fund's
Articles of Incorporation or By-Laws or of any material agreement, indenture,
instrument, contract, lease or other undertaking to which the AMT Fund is a
party or by which it is bound;
(d) The AMT Fund has no material contracts or other commitments (other
than this Agreement) which will be terminated prior to the Closing Date where
such termination will result in any liability to the Current Portfolio not
reflected on the Current Portfolio's balance sheet other than liabilities in
the ordinary course of business incurred subsequent to December 31, 1996 or
otherwise disclosed to the FFTW Fund;
(e) No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the AMT Fund or any properties or assets held by
it. The AMT Fund knows of no facts which might form the basis for the
institution of any such proceedings which would materially and adversely
affect its business and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects its business or its ability to consummate the
transactions herein contemplated;
(f) The Statement of Assets and Liabilities of the Current Portfolio at
December 31, 1996 has been audited by Ernst & Young LLP and is in accordance
with generally accepted accounting principles ("GAAP") consistently applied,
and such statement (a copy of which has been furnished to the FFTW Fund)
presents fairly, in all material respects, the financial position of the
Current Portfolio as of such date in accordance with GAAP, and there are no
known contingent liabilities of the Current Portfolio required to be reflected
on the balance sheet (including the notes thereto) in accordance with GAAP as
of such date not disclosed therein;
(g) Since December 31, 1996, there has not been any material adverse
change in the financial condition of the Current Portfolio assets, liabilities
or business other than changes occurring in the ordinary course of business,
or any incurrence by the Current Portfolio of indebtedness maturing more than
one year from the date such indebtedness was incurred, except as otherwise
disclosed to and accepted by the Successor Portfolio;
(h) At the Closing Date all material federal and other tax returns and
reports of the Current Portfolio required by law to have been filed by such
date shall have been filed and are or will be correct and, to the best of the
AMT Fund's knowledge, all federal and other taxes shown as due or required to
be shown as due on said returns and reports shall have been paid or provision
shall have been made for the payment thereof, and, to the best of the AMT
Fund's knowledge, no such return is currently under audit and no assessment
has been asserted with respect to such returns;
(i) For each taxable year of operation since inception (including the
taxable year including the Closing Date) the Current Portfolio has met the
requirements of Subchapter M of the Code for qualification as a regulated
investment company and has elected to be treated as such, has been eligible to
and has computed its federal income tax under Section 852 of the Code;
(j) No facts have come to the attention of the AMT Fund which have led
the AMT Fund to conclude that the Current Portfolio will fail to qualify as a
regulated investment company under Subchapter M for the taxable year that
includes the Closing Date;
(k) All issued and outstanding shares of the Current Portfolio are, and
at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. All of the issued and outstanding shares of the
Current Portfolio, will, at the time of Closing, be held by the persons and in
the amounts set forth in the records of the transfer agent. The Current
Portfolio does not have outstanding any options, warrants or other rights to
subscribe for or purchase any shares of the Current Portfolio, nor is there
outstanding any security convertible into any shares of the Current Portfolio;
(l) At the Closing Date, the AMT Fund will have good and valid title to
the Current Portfolio's assets to be transferred to the Successor Portfolio
and full right, power, and authority to sell, assign, transfer and deliver
such assets hereunder, and upon delivery and payment for such assets, the FFTW
Fund will acquire good and valid title thereto, subject to no restrictions on
the full transfer thereof, including such restrictions as might arise under
the 1933 Act, other than, in each case, as disclosed to the FFTW Fund or as
permitted by the then current prospectus of the Current Portfolio;
(m) The execution, delivery and performance of this Agreement has been
duly authorized prior to the Closing Date by all necessary action on the part
of AMT Fund's Board of Directors, and, subject to the approval of the
shareholders of the Current Portfolio, this Agreement constitutes a valid and
binding obligation of the AMT Fund, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent, transfer, reorganization,
moratorium and similar laws relating to or affecting creditors' rights and to
general equity principles; and
(n) The information to be furnished by the AMT Fund for use in
registration statements or proxy materials or for use in any other document
filed or to be filed with any federal, state or local regulatory authority
(including the National Association of Securities Dealers, Inc.) which may be
necessary in connection with the transaction contemplated hereby shall be
accurate and complete in all material respects and shall comply in all
material respects with Federal securities and the laws and regulations
thereunder applicable thereto.
3.2 The FFTW Fund represents and warrants to the AMT Fund as follows:
(a) The FFTW Fund is a corporation duly formed, validly existing and in
good standing under the laws of the State of Maryland and the Successor
Portfolio is a series of the FFTW Fund;
(b) The FFTW Fund is a registered open-end investment company and its
registration with the SEC as an investment company under the 1940 Act, and the
registration of its shares under the 1933 Act, are in full force and effect;
(c) The current prospectus and statement of additional information of
the FFTW Fund conform in all material respects to the applicable requirements
of the 1933 Act and the 1940 Act and the rules and regulations of the SEC
thereunder and do not include any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not materially misleading;
(d) At the Closing Date, the FFTW Fund will have good and marketable
title to its assets;
(e) The FFTW Fund is not, and the execution, delivery and performance
of this Agreement will not result, in a material violation of the FFTW Fund's
Articles of Incorporation or By-Laws or any material agreement, indenture,
instrument, contract, lease or other undertaking to which the FFTW Fund is a
party or by which it is bound;
(f) The information to be furnished by the FFTW Fund for use in proxy
materials and other documents which may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations applicable thereto;
(g) FFTW Fund has no material contracts or other commitments (other than
this Agreement) which will be terminated prior to the Closing Date where such
termination will result in any liability to the Successor Portfolio other than
liabilities disclosed to the AMT Fund;
(h) No material litigation or administrative proceeding or investigation
of or before any court or governmental body is presently pending or to its
knowledge threatened against the FFTW Fund or any properties or assets held by
it. The FFTW Fund knows of no facts which might form the basis for the
institution of any such proceedings which would materially and adversely
affect its business and is not a party to or subject to the provisions of any
order, decree or judgment of any court or governmental body which materially
and adversely affects its business or its ability to consummate the
transactions herein contemplated;
(i) Any and all issued and outstanding shares of the Successor Portfolio
are, and at the Closing Date will be, duly and validly issued and outstanding,
fully paid and non-assessable. The Successor Portfolio does not have
outstanding any options, warrants or other rights to subscribe for or purchase
any shares of the Successor Portfolio, nor is there outstanding any security
convertible into any shares of the Successor Portfolio;
(j) The execution, delivery and performance of this Agreement have been
duly authorized prior to the Closing Date by all necessary action on the part
of the FFTW Fund's Board of Directors, and this Agreement constitutes a valid
and binding obligation of the FFTW Fund, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws relating to or affecting creditors' rights and to
general equity principles; and
(k) At the Closing Date, all material federal and other tax returns and
reports of the Successor Portfolio required by law to have been filed by such
date shall have been filed and are or will be correct and, to the best of the
FFTW Fund's knowledge, all federal and other taxes shown as due or required to
be shown as due on said returns and reports shall have been paid or provision
shall have been made for the payment thereof, and, to the best of the FFTW
Fund's knowledge, no such return is currently under audit and no assessment
has been asserted with respect to such returns.
4. Conditions Precedent. The obligations of the FFTW Fund and the AMT
Fund to effect the transactions contemplated hereunder shall be subject to the
satisfaction of each of the following conditions:
(a) All filings shall have been made with, and all authority and orders
shall have been received from, the SEC and state securities commissions as may
be necessary in the opinion of Dechert Price & Rhoads, counsel to the
Successor Portfolio and to the Current Portfolio, to permit the parties to
carry out the transactions contemplated by this Agreement;
(b) The investment objective and permitted investments of the Successor
Portfolio are substantially similar to the Current Portfolio and the annual
rate of investment advisory fee of the Successor Portfolio is not greater than
0.10% of average daily net assets;
(c) The FFTW Fund and the AMT Fund shall have received an opinion of
Dechert Price & Rhoads substantially to the effect that, based on the facts,
assumptions and representations of the parties, the transaction contemplated
by this Agreement constitutes a tax free organization for federal income tax
purposes and as a result no gain or loss will be recognized by FFTW Fund, the
AMT Fund or the shareholders of the Current Portfolio as a result of such
Transaction;
(d) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the Board of Directors of the
AMT Fund and by the Board of Directors of the FFTW Fund and shall have been
recommended for approval to the shareholders of the Current Portfolio by the
AMT Fund's Board of Directors;
(e) This Agreement and Plan of Reorganization and the reorganization
contemplated hereby shall have been approved by the affirmative vote of
holders of the outstanding shares of common stock of the Current Portfolio
representing at least a majority of all of the outstanding shares of the
Current Portfolio;
(f) The FFTW Fund, on behalf of the Successor Portfolio, shall have
entered into an Investment Advisory Agreement with Fischer Francis Trees &
Watts, Inc. ("FFTW") and a Distribution Agreement with AMT Capital Services,
Inc. ("AMT Services"), such Agreements to be in each case similar in form and
substance to the respective Agreement in effect at the Closing Date between
the AMT Fund, on behalf of the Current Portfolio, and AMT Capital Advisers,
Inc. (in the case of the Investment Advisory Agreement and in such case, other
than the provision setting forth the rate of the investment advisory fee) or
AMT Services (in the case of the Distribution Agreement), which Agreements
have been approved by the Board of Directors of the FFTW Fund and, to the
extent required by law, by the members of the Board of Directors who are not
"interested persons," as defined in the 1940 Act, of FFTW Fund, as well as by
the shareholders of the Successor Portfolio (it being understood that AMT
Services as sole shareholder of the Successor Portfolio prior to the
consummation of the reorganization, will vote for such ratification);
(g) The FFTW Fund shall have filed with the SEC a Registration
Statement on Form N-14 complying in all material respects with the
requirements of the 1933 Act, the Securities Exchange Act of 1934, the 1940
Act, and applicable rules and regulations thereunder, relating to a meeting of
the shareholders of the Current Portfolio to be called to consider and act
upon the transactions contemplated herein, and such Registration Statement
shall have been declared effective. The AMT Fund agrees to provide the FFTW
Fund with information applicable to the AMT Fund required under such Acts,
rules and regulations for inclusion in the Registration Statement on Form N-
14;
(h) All securities owned by the Current Portfolio at the time of the
Closing will be owned by the Current Portfolio free and clear of any liens,
claims, charges, options and encumbrances (except such liens, claims, charges,
options and encumbrances as are permitted by the then current prospectus of
the Current Portfolio), and none of such securities is or, after the
reorganization as contemplated hereby, will be subject to any restrictions,
legal or contractual, on the disposition thereof, including restrictions as to
the public offering or sale thereof under the 1933 Act, as amended (except for
such restrictions as are permitted by the then current prospectus of the
Current Portfolio, which restrictions do not prohibit the transfer of such
securities from the Current Portfolio to the Successor Portfolio), and all
such securities are or will be readily marketable (except such securities
which are not readily marketable and which the Current Portfolio is permitted
to purchase by its then current prospectus); and
(i) The AMT Fund, on behalf of the Current Portfolio, shall have filed
Articles of Transfer with the Maryland Department of Assessments and Taxation
in accordance with Section 3-109 of the Maryland General Corporation Law and
such Articles of Transfer shall have been accepted by such agency.
5. Amendment. This Agreement and Plan of Reorganization may be amended
at any time by the mutual agreement of the AMT Fund and the FFTW Fund,
notwithstanding approval thereof by the shareholders of the Current Portfolio,
provided that no amendment shall have a material adverse effect on the
interests of the shareholders of the Current Portfolio or the Successor
Portfolio.
6. Termination. The AMT Fund and the FFTW Fund may by mutual consent
terminate this Agreement and Plan of Reorganization and abandon the
reorganization contemplated hereby, notwithstanding approval thereof by the
shareholders of the Current Portfolio, at any time prior to the Closing, if
circumstances should develop that, in their judgment, make proceeding with the
Agreement inadvisable.
7. No Broker's or Finder's Fee. The AMT Fund and the FFTW Fund each
represents that there is no person with whom it has dealt who by reason of
such dealings is entitled to any broker's or finder's or other similar fee or
commission arising out of the transactions contemplated by this Agreement and
Plan of Reorganization.
8. No Survival of Representations, etc. The representations,
warranties, covenants and agreements of the parties contained herein shall not
survive the Closing Date, except for the provisions of Section 1(c).
9. Waiver. The AMT Fund or the FFTW Fund, after consultation with its
counsel and by consent of its Board of Directors, Executive Committee or an
officer authorized by such Board of Directors, may waive any condition to its
obligations hereunder if in its judgment such waiver will not have a material
adverse affect of the interests of its shareholders. If the transactions
contemplated by this Agreement and Plan of Reorganization have not been
substantially completed by April 29, 1997, the Agreement shall automatically
terminate on that date unless a later date is agreed to by both the FFTW Fund
and the AMT Fund.
10. Reliance. All covenants, agreements, representations and
warranties made under this Agreement and Plan of Reorganization shall be
deemed to have been material and relied upon by each of the parties
notwithstanding any investigation made by such party or on its behalf.
11. Notices. All notices required or permitted under this Agreement
and Plan of Reorganization shall be given in writing:
To the AMT Fund at: AMT Capital Fund, Inc.
600 Fifth Avenue, 26th floor
New York, NY 10020
Attn: Carla E. Dearing, Assistant Treasurer
To the FFTW Fund at: FFTW Funds, Inc.
200 Park Avenue
New York, NY 10166
Attn: Stephen P. Casper, Treasurer
12. Expenses. Expenses of the reorganization including legal expenses
will be borne by FFTW. Any expenses borne by FFTW will be solely and directly
related to the Reorganization within the meaning of Revenue Ruling 73-54,
1973-1 C.B. 187.
13. Miscellaneous Provisions. This Agreement and Plan of
Reorganization shall bind and inure to the benefit of the parties and their
respective successors and assigns. It shall be governed by and carried out in
accordance with the laws of the State of New York.
The name "AMT Capital Fund, Inc." is the designation of the Directors
for the time being under the Articles of Incorporation dated August 3, 1993,
and all persons dealing with the AMT Fund must look solely to the AMT Fund for
the enforcement of any claim against the AMT Fund, as neither the Directors,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the AMT Fund.
The name "FFTW Funds, Inc." is the designation of the Directors for the
time being under the Articles of Incorporation dated February 23, 1989, and
all persons dealing with the FFTW Fund must look solely to the FFTW Fund for
the enforcement of any claim against the FFTW Fund, as neither the Directors,
officers, agents or shareholders assume any personal liability for obligations
entered into on behalf of the FFTW Fund. No series of the FFTW Fund shall be
liable for claims against any other series of the FFTW Fund.
IN WITNESS WHEREOF, the parties have hereunto caused this Agreement and
Plan of Reorganization to be executed and delivered by their duly authorized
officers as of the day and year first written above.
AMT CAPITAL FUND, INC. (on behalf
of the Money Market Portfolio)
Attest: (Seal)
_________________________ _______________________
By: Alissa Fox By: William E. Vastardis
Title: Treasurer
FFTW FUNDS, INC. (on behalf of the
Money Market Portfolio)
Attest: (Seal)
_________________________ ________________________
By: Eric P. Nachimovsky By: Stephen P. Casper
Title: Treasurer
DECHERT PRICE & RHOADS
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10112
Tel. (212) 698-3500
Fax (212) 698-3599
March 19, 1997
FFTW Funds, Inc.
in respect of
Money Market Portfolio
200 Park Avenue
New York, New York 10166
Re: Registration Statement on Form N-14
Dear Sirs:
We refer to the Registration Statement on Form N-14 (the "Registration
Statement") relating to the issuance of shares of Common Stock, par value
$0.001 per share (the "FFTW Shares"), of the Money Market Portfolio (the "FFTW
Portfolio"), a series of FFTW Funds, Inc. (the "Company"), a Maryland
corporation, in connection with the proposed Agreement and Plan of
Reorganization (the "Agreement"), which provides for all of the assets of the
Money Market Portfolio (the "AMT Portfolio"), a series of AMT Capital Fund,
Inc., to be transferred to the FFTW Portfolio in exchange for a number of FFTW
Shares equal to the number of outstanding shares of the AMT Portfolio, and the
distribution of such FFTW Shares to the shareholders of the AMT Portfolio in
complete liquidation of the AMT Portfolio on the basis of one FFTW Share (or
fraction thereof) for each share (or fraction thereof) of the AMT Portfolio.
We have examined the Company's Articles of Incorporation and Bylaws, the
relevant proceedings of the Board of Directors of the Company, and such other
certificates, instruments, documents and matters of law relating to the
Company as we deem necessary in connection with rendering this opinion. In
such examination, we have assumed the genuineness of all signatures, the
conformity of final documents in all material respects to the versions that
were submitted to us in draft form, the authenticity of all the documents
submitted to us as originals, and the conformity with the originals of all
documents submitted to us as copies.
On the basis of the foregoing, it is our opinion that the FFTW Shares have
been duly authorized and, when issued in accordance with the terms of the
Agreement and as contemplated by the Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm therein.
Very truly yours,
/s/ Dechert Price & Rhoads
Dechert Price & Rhoads
