As Filed on April 2, 1997
Registration No. 333-23585
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. 1
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.
The Registrant hereby amends this Registration Statement under the
Securities Act of 1933 on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with the provisions of
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission,
acting pursuant to Section 8(a), may determine.
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.
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, previously
filed on March 19, 1997 as Exhibit 4 to Registrant's
Registration Statement on Form N-14 to the Registrant's
Registration Statement, File No. 333-23585 and incorporated
herein by reference.
(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 previously
filed on March 19, 1997 as Exhibit 11 to Registrant's
Registration Statement on Form N-14 to the Registrant's
Registration Statement, File No. 333-23585 and incorporated
herein by reference.
(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) Consent of Ernst & Young LLP independent auditors for the
Current and Successor Portfolios filed herewith.
(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 2nd
day of April, 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
April 2, 1997
Stephen J. Constantine
/s Onder John Olcay
Chairman of the Board,
April 2, 1997
Onder John Olcay Chief Executive Officer
/s/John C Head III Director
April 2, 1997
John C Head III
/s/Lawrence B. Krause Director
April 2, 1997
Lawrence B. Krause
/s/Paul Meek Director
April 2, 1997
Paul Meek
/s/Stephen P. Casper Treasurer
April 2, 1997
Stephen P. Casper
INDEX TO EXHIBITS INCLUDED IN PART C
Exhibit 14 Consent of Ernst & Young LLP independent auditors
for the Current and Successor Portfolios.
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Financial
Statements and Independent Auditors" and to the use of our report dated
February 28, 1997 on AMT Capital Fund, Inc. - Money Market Portfolio and
our report dated March 3, 1997 on FFTW Funds, Inc. in this Registration
Statement (Form N-14 No. 333-23585).
ERNST & YOUNG LLP
New York, New York
March 31, 1997
