FFTW FUNDS, INC.
200 Park Avenue - New York, NY 10166
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
August 12, 1998 To the Stockholders:
The Special Meeting of Stockholders (the "Special Meeting") of
International-Hedged Portfolio, an investment portfolio of FFTW Funds, Inc. (the
"Fund") will be held at the offices of Fischer, Francis Trees & Watts, Inc.
located at 200 Park Avenue, New York, NY 10166, on September 8, 1998, at 9:45
a.m., for the following purposes:
1. To approve or reject the change in the investment policies of the Fund's
International-Hedged Portfolio and rename it as the Global Tactical
Exposure Portfolio (Proposal 1).
2. To transact any other business that may properly come before the Special
Meeting.
The close of business on August 12, 1998 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Special Meeting and any adjournment or postponement thereof. The enclosed proxy
is being solicited on behalf of the Board of Directors.
By order of the Board of Directors,
William E. Vastardis
Secretary
WE NEED YOUR PROXY VOTE IMMEDIATELY.
YOU MAY THINK YOUR VOTE IS NOT IMPORTANT, BUT IT IS VITAL. THE MEETING OF
STOCKHOLDERS OF THE FUND WILL BE UNABLE TO CONDUCT ANY BUSINESS IF LESS THAN A
MAJORITY OF THE SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE FUND,
AT STOCKHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO
ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO
HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU
AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
FFTW FUNDS, INC.
200 Park Avenue - New York, NY 10166
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by
the Board of Directors of FFTW Funds, Inc. (the "Fund") of proxies to be used at
the Special Meeting of Stockholders of the International-Hedged Portfolio, an
investment portfolio of the Fund to be held at the offices of Fischer, Francis
Trees & Watts, Inc. located at 200 Park Avenue, New York, NY 10166, at 9:45 a.m.
on September 8, 1998 (and at any adjournments or postponements thereof) (the
"Special Meeting") for the purposes set forth in the accompanying Notice of
Special Meeting of Stockholders. This proxy statement and the accompanying form
of proxy are first being mailed to stockholders ("Shareholders") on or about
August 23, 1998. Shareholders who execute proxies retain the right to revoke
them by written notice received by the Secretary of the Fund at any time before
they are voted. Unrevoked proxies will be voted in accordance with the
specifications thereon and, unless specified to the contrary, will be voted FOR
the approval of the change in the name and investment policies of the Fund's
International-Hedged Portfolio. The close of business on August 12, 1998 has
been fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting. Each Member is entitled to one vote for
each share held. Abstentions will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum but as
unvoted for purposes of determining the approval of any matters submitted to
Shareholders for a vote. On the record date there were 8,158,479 shares
outstanding. As of August 12, 1998, the Directors and officers of the Fund as a
group owned less than 1% of the Fund's outstanding shares.
The Fund provides periodic reports to all of the Shareholders which
highlight relevant information including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent annual
report of the Fund, and a copy of any more recent semi-annual report, by calling
(800) 762-4848 or by writing to the Fund, c/o Investors Capital Services, Inc.,
600 Fifth Avenue, 26th Floor, New York, NY 10020.
PROPOSAL 1:
APPROVAL OF THE CHANGE IN THE NAME
AND THE INVESTMENT POLICIES OF THE FUND'S
INTERNATIONAL-HEDGED PORTFOLIO
The 1940 Act requires registered investment companies such as the Fund
to adopt investment policies with regard to certain types of investments.
Certain of these policies can be changed only by shareholder vote and are often
referred to as "fundamental policies." The Board of Directors has approved,
subject to shareholder approval, the change of the name and investment policies
of the Fund's International-Hedged Portfolio (the "Portfolio").
The investment objective of the Portfolio is to attain a high level of
total return as may be consistent with the preservation of capital. The purpose
for renaming the Portfolio as the Global Tactical Exposure Portfolio is to
reflect more accurately the proposed investment policies and strategy to be
carried out by the investment adviser in attempting to achieve the Portfolio's
investment objective. Previously, the investment policies of the Portfolio
focused on achieving the investment objective by "investing primarily in
high-quality fixed income securities from bond markets worldwide." However, the
Portfolio is being used exclusively by Fischer, Francis Trees & Watts, Inc. for
the portion of its client base that seeks the incremental return that a limited
exposure to the international markets may bring. In seeking to provide this
tactical, limited exposure, the investment adviser will not maintain at all
times an exposure to bond markets "worldwide" but will, at times, have a more
tactical, less diversified exposure to the global bond markets.
An example of the type of tactical exposure that the Portfolio would
have would be an investment in a diversified international portfolio which also
swaps the return of the JP Morgan Global Government Bond Index, Non-U.S. Hedged
("Bond Index") in exchange for a LIBOR-based payment to the Portfolio. The
success of the strategy would be measured relative to the JP Morgan 3-Month
Eurodeposit Index ("Index").
In the opinion of the members of the Board of Directors, approval of
the change of the name and investment policies of the Fund's
International-Hedged Portfolio consistent with the Portfolio's investment
objective and are in the best interests of the Portfolio and its shareholders.
There are no changes to the fundamental investment objective of the Portfolio,
nor to any of its fees and expenses.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN
FAVOR OF CHANGING THE NAME AND INVESTMENT POLICIES OF THE FUND'S
INTERNATIONAL-HEDGED PORTFOLIO.
Required Vote
Ratification of the approval of amendments to the Portfolio's
fundamental restrictions and policies requires the affirmative vote of the
holders of a majority of the outstanding shares of the Fund present or
represented by proxy at the Special Meeting. The Directors recommend that the
Shareholders vote in favor of this Proposal 1.
INFORMATION ABOUT THE FUND
Investment Adviser
The Fund has engaged Fischer Francis Trees & Watts, Inc., (the
"Advisor") to provide professional investment management services to the Fund
pursuant to an Advisory Agreement dated February 18, 1993 which was last
approved by the Board of Directors on February 11, 1998. The Advisor is a
registered investment advisor under the 1940 Act. The business address of the
Advisor is 200 Park Avenue New York, NY 10166.
Administrator and Principal Underwriter
The Fund has engaged Investors Capital Services, Inc. (the
"Administrator") to perform administrative services necessary for the operation
of the Fund, including maintaining certain books and records of the Fund, and
preparing reports and other documents required by federal, state, and other
applicable laws and regulations, pursuant to an Administration Agreement dated
May 29, 1998. The Fund has engaged AMT Capital Securities, LLC to perform
distribution services for the Fund pursuant to a Distribution Agreement dated
May 29, 1998. The business address of the Administrator is 600 Fifth Avenue,
26th Floor, New York, NY 10020.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter
which may come before the Special Meeting. If any other matter properly comes
before the Special Meeting, it is the intention of the persons named in the
proxy to vote the proxies in accordance with their judgment on that matter.
FURTHER INFORMATION ABOUT VOTING AND THE SPECIAL
MEETING
Solicitation of Proxies
The cost of soliciting proxies are borne by the Fund. The Fund does not
reimburse Directors, Officers, and regular employees and agents of the Advisor
or the Administrator involved in the solicitation of proxies.
Quorum
A majority of the shares entitled to vote (present in person or
represented by proxy) constitutes a quorum at the Special Meeting. The shares
whose proxies reflect an abstention on any item are all counted as shares
present and entitled to vote for purposes of determining whether the required
quorum of shares exists.
Methods of Tabulation
Proposal 1 requires the affirmative vote of a majority of the Fund's
outstanding shares. As defined by the 1940 Act, the vote of the holders of a
majority of the outstanding shares of the Fund means the lesser of either (1)
the vote of 67% or more of the Fund shares present at the Special Meeting, if
the holders of more than 50% of the outstanding shares of the Fund are present
or represented by proxy, or (2) the vote of the holders of more than 50% of the
outstanding shares of the Fund. Abstentions will be treated as votes not cast
and, therefore, will not be counted for purposes of obtaining approval of
Proposal 1.
ADJOURNMENT
If a sufficient number of votes in favor of the proposals contained in
the Notice of Special Meeting and Proxy Statement is not received by the time
scheduled for the Special Meeting, the persons named in the proxy may propose
one or more adjournments of the Special Meeting to permit further solicitation
of proxies with respect to any such proposals. Any proposed adjournment requires
the affirmative vote of a majority of shares present at the Special Meeting.
Proxies will be voted as specified. Those proxies reflecting no specification
will be voted in accordance with the judgment of the persons named in the proxy.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection
with this solicitation of proxies will be borne by the Fund. Proxies may be
solicited personally by Directors, officers, and regular employees of the Fund,
the Advisor, and the Administrator. The anticipated cost of solicitation will be
nominal.
By order of the Board of Directors
William E. Vastardis
Secretary
August 13, 1998
FFTW FUNDS, INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints William E. Vastardis and Carla E.
Dearing and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation to represent the undersigned and to vote on
behalf of the undersigned all shares of FFTW Funds, Inc. (the "Fund") which the
undersigned is entitled to vote at the Special Meeting of Stockholders of the
Fund to be held at the offices of Fischer Francis Trees & Watts, Inc. located at
200 Park Avenue New York, NY 10166, on September 8, 1998 at 9:45 a.m., and at
any adjournments and postponements thereof (the "Special Meeting"). The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting. A majority of the proxies present and acting at the Special
Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power of authority of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.
NOTE: Please sign exactly as your name
appears on the Proxy. When signing as attorney, administrator, trustee,
or corporate officer, please give full title.
Date: August 13, 1998
Signature(s), (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
I PLAN/DO NOT PLAN TO ATTEND THE SPECIAL MEETING
OF STOCKHOLDERS ON (insert date)
Please indicate your vote by an "X" in the appropriate box below. This Proxy, if
properly executed, will be voted in the manner directed by the stockholder. If
no direction is made, this Proxy will be voted Proposal 1. Please refer to the
Proxy Statement for a discussion of the Proposals.
<TABLE>
<S> <C> <C> <C>
1. Approval of the change the name and the FOR AGAINST ABSTAIN
investment policies of the Fund's
International-Hedged Portfolio.
2. To transact any other business that may properly FOR AGAINST ABSTAIN
come before the Special Meeting.
</TABLE>
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
