FFTW FUNDS INC
497, 1999-09-28
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                            FFTW FUNDS, INC.











          ====================================================================
                                 Prospectus
          ====================================================================

                              April 30, 1999



                       Limited Duration Portfolio




The  Securities and Exchange  Commission  has not approved the Limited  Duration
Portfolio's  shares as an investment or  determined  whether this  Prospectus is
accurate or complete. Anyone who tells you otherwise is committing a crime.


<PAGE>





                                 CONTENTS



                                                                       Page
  Risk/Return Summary                                                     3
          Limited Duration Portfolio                                      4
          Principal Investment Risks                                      5
          Potential Year 2000 Risk                                        5
          Risk Return Bar Chart and Table                                 5
                    Limited Duration Portfolio                            5
          Average Annual Total Returns                                    5
          Fee Table                                                       6
          Expenses Table Example                                          6
  Fund Management                                                         7
          Board of Directors                                              7
          Investment Adviser                                              7
   Portfolio's Payment of Fund Expenses                                   7
   Portfolio Managers                                                     7
  Shareholder Information                                                 7
          Purchases                                                       7
          To Purchase Shares Table                                        8
          Redemptions                                                     8
          To Redeem Shares Table                                          9
          Pricing of Portfolio Shares                                     9
          Dividends                                                       9
          Voting Rights                                                   9
          Tax Considerations                                             10
          Distribution of Fund Shares                                    11
  Investment Information                                                 11
          Allowable Investment Strategies and Associated Risks           11
          Allowable Investments and Associated Risks                     14
  Supplemental Investment Policies                                       19
  Portfolio Turnover                                                     19
  Financial Highlights Table                                             20
          Limited Duration Portfolio                                     20





            RISK/RETURN SUMMARY

The following is a summary of certain key information about the Limited Duration
Portfolio  (the  "Portfolio"),   including  investment   objectives,   principal
investment   strategies  and  principal   investment   risks.  A  more  detailed
description of the allowable investment  strategies,  allowable  investments and
their associated risks will follow.







<PAGE>





<TABLE>
<S>                                <C>       <C>          <C>              <C>              <C>          <C>

  ================================================================================================================================

                           LIMITED DURATION PORTFOLIO

  ================================ ===============================================================================================
  Investment Objective:            To maintain a level of total return as may be consistent with the preservation of capital.

  ================================ ===============================================================================================
  Principal  Investment  The  Portfolio  invests  primarily in high quality debt
  securities  (rating of AA by S&P, Aa by  Strategies:  Moody's or a  comparable
  rating, or higher from a nationally recognized statistical rating
                                   organization), using interest rate hedging as
                                   a  stabilizing  technique.   The  performance
                                   objective of the  Portfolio is to  outperform
                                   the Merrill Lynch 1-2.99 Year Treasury Index.

  ================================ ........ ............. ................ ................ .............. =======================
        Minimum Quality Rating:                                 S&P            Moody's                            Average
                                    S&P:      Moody's:     (Short Term):    (Short Term):     Thompson:      Portfolio Quality:
                                    BBB-        Baa3            A-2              P-2              B               AA (Aa)

  ================================ ===============================================================================================
        Duration:                  The average U.S.  dollar-weighted  duration generally is shorter than three years. The average
                                   U.S.  dollar-weighted  duration  will not exceed  plus or minus one year  around  the  average
                                   duration of the Merrill Lynch 1-2.99 Treasury Index.

  ================================ ===============================================================================================
        Investment Policies:       At least 65% of the  Portfolio's  total  assets must be  invested  in U.S.  dollar-denominated
                                   securities.  For temporary  defensive  purposes,  100% of the Portfolio's  total assets may be
                                   invested in U.S. Government securities,  cash or cash equivalent securities.  The Portfolio is
                                   non-diversified.

  ================================ ===============================================================================================
        Principal Investments:     o        Asset-Backed Securities
        (See pages  11-14 of this  o        Bank Obligations
        Prospectus   for  a  more  o        Corporate Debt Instruments
        detailed  description  of  o        Mortgage-Backed Securities
        allowable investments)     o        Repurchase and Reverse Repurchase Agreements
                                   o        Total Return Swaps
                                   o        U.S. Government and Agency Securities

  ================================ ===============================================================================================
  Principal Risks:                 A loss of money could occur due to certain risks.  These include:
  (See   pages   14-19   of  this  o        Banking industry     o        Futures risk            o        Liquidity risk
  Prospectus  for a more detailed       risk                     o        Hedging risk            o        Market risk
  description of each risk)        o        Correlation risk     o        Interest rate risk      o        Prepayment risk
                                   o        Credit risk          o        Leverage risk

  ================================ ============================= ================================ ================================

</TABLE>


<PAGE>




         PRINCIPAL INVESTMENT RISKS

"Risk" is the chance that you may lose on an investment or that it will not earn
as much as you expect.  Thus, the greater the risk, the greater the  possibility
of losing money.

The Portfolio is affected by changes in the economy,  or in securities and other
markets.

The possibility also exists that investment decisions of portfolio managers will
not accomplish what they are designed to achieve. No assurance can be given that
the Portfolio's investment objective will be achieved.

Investments in the Portfolio are subject to certain of the following risks.

Banking industry     Investing in bank  obligations  will expose an investor to
risk:                risks  associated with the banking industry such
                     as interest rate and credit risks.

Correlation          risk:  The  Portfolio  may  experience  changes in value as
                     between the  securities  held and the value of a particular
                     derivative instrument.

Credit               risk: The risk that a security  issuer or a counterparty to
                     a contract will default or not be able to honor a financial
                     obligation.

Futures              risk:  The  primary  risks  inherent  in the use of futures
                     depend on the  Investment  Adviser's  ability to anticipate
                     correctly  movements in the  direction  of interest  rates,
                     securities  prices,  and currency markets and the imperfect
                     correlation  between  the price of  futures  contracts  and
                     movements in the prices of the securities being hedged.

Hedging              risk:  Hedging  is  commonly  used as a  buffer  against  a
                     perceived investment risk. While it can reduce or eliminate
                     losses, it can also reduce or eliminate gains if the hedged
                     investment increases in value.

Interest rate        The Portfolio may be influenced by interest rate changes
risk:                that  generally  have an inverse  relationship  to
                     corresponding  market  values.  Thus,  as  interest  rates
                     increase,  the value of bonds  already  issued, decrease.

Leverage             risk: Derivatives may include elements of leverage that can
                     cause greater  fluctuations  in the  Portfolio's  net asset
                     value.

Liquidity risk:      Certain securities may be difficult or impossible to sell
                     at favorable prices.

Market               risk:  The  market  value of a  security  may  increase  or
                     decrease over time. Such  fluctuations can cause a security
                     to be worth less than the price  originally  paid for it or
                     less than it was worth at an earlier time.  Market risk may
                     affect a single issuer,  entire industry or the market as a
                     whole.

Prepayment           risk: The Portfolio may invest in mortgage-backed and other
                     asset-backed  securities.  Such  securities  carry risks of
                     faster or slower  than  expected  prepayment  of  principal
                     which affect the duration and return of the security.


<PAGE>



          POTENTIAL Year 2000 risk

Like other mutual funds,  financial and business  organizations  and individuals
around the world,  the Fund could be affected  adversely if the computer systems
used by the Investment Advisor,  Administrator and/or other service providers do
not properly  process and calculate  date-related  information and data from and
after  January  1,  2000.  This is  commonly  known as the "Year  2000  Problem"
("Y2K").  The Investment  Advisor and  Administrator  are taking steps that they
believe are reasonably designed to address the Year 2000 Problem with respect to
their computer  systems and in obtaining  reasonable  assurances that comparable
steps are being taken by the Fund's other major service providers. At this time,
however,  there can be no assurance that these steps will be sufficient to avoid
any  adverse  impact to the Fund,  nor can there be any  assurance  that the Y2K
problem will not have an adverse  effect on the companies  whose  securities are
held by the Fund or on global markets or economies, generally.

      RISK/RETURN BAR CHART AND TABLE

The charts  and  tables  provided  below  give some  indication  of the risks of
investing in the funds by  illustrating  the changes in the  Portfolio's  yearly
performance and show how the  Portfolio's  average returns for 1, 5 and 10 years
compare  with a selected  index.  During the 5 year period  shown in the Limited
Duration Portfolio's bar chart, the highest quarterly return was 3.533% (quarter
ending  3/31/95) and the lowest  quarterly  return was (0.473%)  (quarter ending
3/31/94).

Past performance is not indicative of
future performance.

<TABLE>
<S>                                                             <C>                 <C>                   <C>

- --------------------------------------------------------------- ------------------- --------------------- ---------------------
Average Annual Total Returns (for the periods ending December          Past 1 Year          Past 5 Years      Since Inception*
                          31, 1998)
- --------------------------------------------------------------- ------------------- --------------------- ---------------------
- --------------------------------------------------------------- ------------------- --------------------- ---------------------

- --------------------------------------------------------------- ------------------- --------------------- ---------------------
- --------------------------------------------------------------- ------------------- --------------------- ---------------------
Limited Duration Portfolio                                                   6.79%                 5.76%                 5.94%
- --------------------------------------------------------------- ------------------- --------------------- ---------------------
- --------------------------------------------------------------- ------------------- --------------------- ---------------------
   Merrill Lynch 1-2.99 Year Treasury Index                                  7.00%                 5.59%                 5.85%
- --------------------------------------------------------------- ------------------- --------------------- ---------------------
</TABLE>

*The inception dates of the Portfolio is 7/26/93.



<PAGE>






                                                   FEE TABLE

This   Table   describes   the   fees   and
expenses  that  you  may pay if you buy and
hold shares of the Portfolio.

- ---------------------------------------- ---------------
Shareholder Transaction Expenses         Limited
(Fees Paid Directly By You)              Duration*

- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Redemption Fees                          None
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Exchange Fees                            None
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Contingent Deferred Sales Load           None
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Sales Load on Reinvestment Dividends     None
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Sales Load on Purchases                  None
- ---------------------------------------- ---------------
Annual Fund Operating Expenses
(Fees Paid From Fund Assets)
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Management Fees                          0.30%
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Distribution Fees (12b-1)                None
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Shareholder Services Fees                None
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Other Expenses                           0.22%
- ---------------------------------------- ---------------
- ---------------------------------------- ---------------
Total Annual Fund Operating Expenses     0.52%
- ---------------------------------------- ---------------

*The Investment Adviser has voluntarily agreed to cap the Net Operating Expenses
at 0.30% (on an annualized  basis) of the Portfolio's  average daily net assets.
The  Investment  Adviser will not attempt to recover prior period waivers should
expenses fall below the cap. For the fiscal year ended 12/31/98,  the Investment
Adviser waived fees in the amount of 0.22%. All operating expenses exceeding the
voluntary  waiver  of fees  will be paid by the  Investment  Adviser.  Under  an
Administration  Agreement  effective May 29, 1998 between the Fund and Investors
Capital,  Investors Capital provides administrative services to the Fund, for an
incentive fee in the event the Portfolio  operates below its expense ratio. This
fee is capped at 0.02% of the Portfolio's average daily net assets.

                                              Expenses Table Example

As an  investor,  you pay  certain  fees and  expenses  in  connection  with the
Portfolio,  as described in the table above.  This table is intended to help you
compare the cost of  investing  in the Fund with the cost of  investing in other
mutual  funds  by  presenting  the  fees  and  expenses  that you may pay if you
purchase and hold shares of the Fund. The yearly numbers below are  hypothetical
expenses  per  $10,000  investment  assuming a 5% annual  return.  Because  this
example is hypothetical and for comparison purposes only, your actual costs will
be different.

<TABLE>
<S>                                   <C>                   <C>                 <C>                   <C>

- ------------------------------------- --------------------- ------------------- --------------------- --------------------
Portfolio Name                        1 Year                3 Years             5 years               10 Years
- ------------------------------------- --------------------- ------------------- --------------------- --------------------
- ------------------------------------- --------------------- ------------------- --------------------- --------------------

- ------------------------------------- --------------------- ------------------- --------------------- --------------------
- ------------------------------------- --------------------- ------------------- --------------------- --------------------
Limited Duration Portfolio            $53                   $167                $291                  $653
- ------------------------------------- --------------------- ------------------- --------------------- --------------------

</TABLE>












<PAGE>



              FUND MANAGEMENT

            BOARD OF DIRECTORS

The Fund's Board of Directors is responsible  for the Fund's overall  management
and supervision.  The Fund's  Directors are Stephen P. Casper,  John C Head III,
Lawrence  B.  Krause  and Onder John  Olcay.  Additional  information  about the
Directors  and the Fund's  executive  officers may be found in the  Statement of
Additional  Information  under the  heading  "Management  of the Fund - Board of
Directors."

            INVESTMENT ADVISER

Subject to the direction and authority of the Fund's Board of Directors, Fischer
Francis  Trees & Watts,  Inc.  serves as  Investment  Adviser  to the Fund.  The
Investment Adviser continuously  conducts investment research and is responsible
for the purchase, sale or exchange of the Portfolio's assets. Organized in 1972,
the Investment Adviser is registered with the Securities and Exchange Commission
and is a New York corporation  currently managing over $30 billion in assets for
numerous fixed-income  Portfolio.  The Investment Adviser currently advises over
100 major institutional  clients including banks,  central banks,  pension funds
and other institutional  clients. The average size of a client relationship with
the Investment Adviser is in excess of $200 million. The Investment Adviser also
serves as a sub-adviser  to three  portfolios of two other  open-end  management
investment  companies.  The Investment Adviser's offices are located at 200 Park
Avenue,   New  York,  New  York  10166.  The  Investment   Adviser  is  directly
wholly-owned by Charter Atlantic Corporation, a New York corporation.


            PORTFOLIO MANAGERS

Stewart  M.  Russell,   Managing  Director.
Mr. Russell is  responsible  for management
of the  Portfolio.  He joined  FFTW in 1992
from  the  short-term  proprietary  trading
desk  in  the  global  markets  area  of JP
Morgan,   where  he  was   responsible  for
proprietary   positioning   of   U.S.   and
non-U.S.       government      obligations,
corporate     bonds,    and    asset-backed
securities.   Earlier  at  the  bank,   Mr.
Russell  managed  the  short-term  interest
rate  risk   group,   coordinating   a  $10
billion  book of  assets  and  liabilities.
Mr.  Russell  holds  a B.A.  in  government
from Cornell  University  and an M.B.A.  in
finance from New York University.

          SHAREHOLDER INFORMATION

                 PURCHASES

Portfolio  shares  may be  purchased  directly  from the Fund,  or  obtained  by
employing the services of an outside  broker or agent.  Such broker or agent may
charge a fee for its services.  The minimum initial investment in the Portfolio,
if shares are purchased directly from the Fund, is $100,000; such minimum may be
waived  at the  discretion  of  the  Investment  Adviser  or  Investors  Capital
Services,  Inc.  a branch  office of AMT  Capital  Securities,  LLC.  Subsequent
investments  or  redemptions  may  be of any  amount.  Initial  investments,  if
obtained through a broker or agent may be for amounts lower than $100,000. There
are no loads nor 12b-1 fees  imposed by the Fund.  Shares  purchased  will begin
accruing dividends.

Purchases may be made on any "Business  Day," meaning,  Monday  through  Friday,
with the exception of the holidays  declared by the Federal Reserve Banks of New
York or Boston.  At the present  time,  these  holidays are: New Year's Day, Dr.
Martin Luther King's Birthday,  Presidents'  Day,  Memorial Day, Fourth of July,
Labor Day, Columbus Day, Veterans Day, Thanksgiving, and Christmas.

 WIRING INSTRUCTIONS:

To:                 Investors  Bank & Trust
Company, Boston, Massachusetts.
ABA Number:         011-0010438
Account Name:       AMT             Capital
Securities, LLC - Purchase Account
Account Number:     933333333
Reference:          (Indicate     Portfolio
name)

                                                TO Purchase shares
<TABLE>
<S>                   <C>               <C>                   <C>                              <C>

- --------------------- ----------------- --------------------- -------------------------------- ---------------------------------
Portfolio Name        When Net Asset    When & how shares     Procedure for same day           Result of late notification or
                      Value is          may be purchased      purchases                        delay in receipt of funds
                      determined
- --------------------- ----------------- --------------------- -------------------------------- ---------------------------------
- --------------------- ----------------- --------------------- -------------------------------- ---------------------------------

- --------------------- ----------------- --------------------- -------------------------------- ---------------------------------
- --------------------- ----------------- --------------------- -------------------------------- ---------------------------------
o        Limited      All Business      o Any                 o   Purchasers must call           Trade not effective on a given
         Duration     Days                Business Day            Investors Capital at (800)     day:
                                        o Submitted               762-4848 [or (212)           o If the Fund is
                                          orders should           332-5211 if within the         notified after 4:00 pm EST
                                          include a               City of New York] or IBT       and the wire is received
                                          completed account       at (617) 330-6000 prior to     after 4:00 pm EST.
                                          application             4:00 pm Eastern time to
                                        o Federal                 inform the Fund of the         When notice is given before
                                          funds must be           incoming wire transfer.        4:00 EST and the wire is
                                          wired to AMT        o   Purchasers must                received after 4:00 EST. the
                                          Capital's "Fund         indicate the name of the       trade will be effective on the
                                          Purchase Account"       Portfolio which is to be       day the wire is received
                                          at IBT                  purchased.
                                                              o   If Federal funds are           Trade effective on next
                                                                  received by the Fund that      business day:
                                                                  day, the order will be       o If wire is received
                                                                  effective that day.            after 4:00 pm EST and no
                                                                                                 notice is given.
- --------------------- ----------------- --------------------- -------------------------------- ---------------------------------
</TABLE>

                                                    REDEMPTIONS

All Fund shares (fractional and full) will be redeemed upon shareholder request.
The redemption price will be the net asset value per share,  determined once the
Transfer Agent receives  proper notice of redemption  (see table below).  Shares
redeemed receive  dividends  declared up to, and including the day preceding the
day of the redemption payment.

Shares may be redeemed by employing  the services of an outside  broker or agent
or may be redeemed directly from the Fund. Such broker or agent may charge a fee
for its  services.  There are no loads nor 12b-1 fees  imposed  by the Fund.  No
charge is imposed by the Fund to redeem shares,  however,  a shareholder's  bank
may  impose its own wire  transfer  fee for  receipt  of the wire.  The Fund may
execute  redemptions in any amount requested by the shareholder up to the amount
the shareholder has invested in the Fund.

A telephone  redemption  option is made available to  shareholders on the Fund's
Account  Application.  The Fund or the  Transfer  Agent  may  employ  procedures
designed to confirm that instructions  communicated by telephone are genuine. If
the Fund does not  employ  such  procedures,  it may be liable for losses due to
unauthorized  or  fraudulent  instructions.  The Fund or the Transfer  Agent may
require  personal   identification  codes  and  will  only  wire  funds  through
pre-existing  bank account  instructions.  No bank  instruction  changes will be
accepted via telephone.

If a shareholder  designates an authorized agent on the Account Application,  he
may change his authorized agent or the account  designated to receive redemption
proceeds  at any time.  Such  changes  must be made in  writing  and sent to the
Transfer Agent with an appropriate  signature guarantee.  Further  documentation
may be required when deemed appropriate by the Transfer Agent.

In an attempt to reduce expenses,  the Fund may redeem shares of any shareholder
whose  Portfolio  account  has  a  net  asset  value  lower  than  $100,000.   A
shareholder's  account  may be  involuntarily  redeemed  by the Fund  should its
account  value  fall  below  minimum  investment  requirements.  An  involuntary
redemption will not occur when drops in investment  value are the sole result of
adverse  market  conditions.  The Fund will give 60 days prior written notice to
shareholders  whose  shares  are  being  redeemed  to  allow  them  to  purchase
sufficient additional shares of the Portfolio to avoid such redemption. The Fund
also may redeem shares in a shareholder's  account as reimbursement for loss due
to the failure of a check or wire to clear in payment of shares purchased.



<PAGE>



                                                 To Redeem Shares

- --------------------------------------------------------------------------------
1.       Shareholders must provide the following information:
a.       The dollar or share amount to be redeemed;
b.       The  account to which the  redemption  proceeds  should be wired  (this
         account will have been previously  designated by the shareholder on its
         Account Application Form);
c.       The name of the shareholder; and
d.       The shareholder's account number
2.       Shareholders should call the Transfer Agent at (800) 247-0473 or
         Investors Capital Services at (800) 762-4848 to request a redemption.

- --------------------------------------------------------------------------------


<PAGE>


<TABLE>
<S>                         <C>                                                        <C>

- --------------------------- ---------------------------------------------------------- -------------------------------------------
Portfolio Name              When redemption effective                                  Result of late notification of redemption

- --------------------------- ---------------------------------------------------------- -------------------------------------------
- --------------------------- ---------------------------------------------------------- -------------------------------------------

- --------------------------- ---------------------------------------------------------- -------------------------------------------
- --------------------------- ---------------------------------------------------------- -------------------------------------------
o                           Limited  Duration  If  notice  is  received  by  the
                            Transfer Agent by 4:00 pm If notice is received on a
                            non-business EST on any Business Day, the redemption
                            will be day or  after  4:00 pm EST,  the  redemption
                            effective  and  payment  will be made  within  seven
                            calendar  notice  will be deemed  received as of the
                            days, but generally on the day following  receipt of
                            such next Business Day.
                            notice.  Price of shares is based on the next
                            calculation of the NAV after the order is placed.

- --------------------------- ---------------------------------------------------------- -------------------------------------------

</TABLE>

        PRICING OF PORTFOLIO SHARES

Your price for Portfolio  shares is the  Portfolio's  net asset value per share.
Portfolio net asset value is  calculated  by: (1) adding the market value of all
the Portfolio's assets, (2) subtracting all of the Portfolio's liabilities,  and
then (3)  dividing  by the number of shares  outstanding  and  adjusting  to the
nearest cent.

Net Asset Value is calculated by the Fund's  Accounting  Agent as of 4:00 pm EST
on each Business Day.

                 DIVIDENDS

If desired,  shareholders  must request to receive dividends in cash (payable on
the first business day of the following month) on the Account  Application Form.
Absent such notice, all dividends will be automatically reinvested in additional
shares on the last Business Day of each month at the share's net asset value. In
the unlikely event that the Portfolio  realizes net short- or long-term  capital
gains (i.e., with respect to assets held more than one year), the Portfolio will
distribute  such gains by  automatically  reinvesting  (unless a shareholder has
elected to receive cash) them in additional Portfolio shares.

Net investment  income (including  accrued but unpaid interest,  amortization of
original issue and market discount or premium) of the Portfolio will be declared
as dividends  payable daily to the respective  shareholders  of record as of the
close of each Business Day.

               VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Director  elections and
other  shareholder  voting  matters.  The Fund is not  required  to hold  annual
shareholder  meetings.  Shareholder  approval  will be sought  only for  certain
changes in the  Fund's or the  Portfolio's  operation  and for the  election  of
Directors under certain circumstances.  Directors may be removed by shareholders
at a special  meeting.  The directors  shall call a special  meeting of the Fund
upon  written  request  of  shareholders  owning  at  least  10% of  the  Fund's
outstanding shares.





             TAX CONSIDERATIONS

The following  discussion is for general  information  only. An investor  should
consult  with  his or her  own tax  adviser  as to the  tax  consequences  of an
investment  in the  Portfolio,  including the status of  distributions  from the
Portfolio under applicable state or local law.

Federal Income Taxes
The  Portfolio  will  distribute  all of its  taxable  income  by  automatically
reinvesting such income in additional  Portfolio  shares and distributing  those
shares  to  its  shareholders,  unless  a  shareholder  elects  on  the  Account
Application Form to receive cash payments for such  distributions.  Shareholders
receiving  distributions  from the Fund in the form of additional shares will be
treated for federal income tax purposes as receiving a distribution in an amount
equal to the fair market  value of the  additional  shares on the date of such a
distribution.

Dividends  the  Portfolio  pays  from  its  investment  company  taxable  income
(including  interest and net  short-term  capital gains) will be taxable to U.S.
shareholders as ordinary income,  whether received in cash or in additional Fund
shares.  Designated  distributions  of net  capital  gains  (the  excess  of net
long-term  capital  gains over net  short-term  capital  losses)  are  generally
taxable  to  shareholders  at the  applicable  long-term  capital  gains  rates,
regardless of how long they have held their  Portfolio  shares.  If a portion of
the  Portfolio's  income  consists of  dividends  paid by U.S.  corporations,  a
portion of the dividends paid by the Portfolio may be eligible for the corporate
dividends-received deduction.

A  distribution  will be treated as paid on December 31 of the current  calendar
year if it is declared by the Portfolio in October,  November or December with a
record date in any such month and paid by the  Portfolio  during  January of the
following  calendar year. Such  distributions will be taxable to shareholders in
the  calendar  year in which the  distributions  are  declared,  rather than the
calendar year in which the distributions are received. The Portfolio will inform
shareholders  of the amount and tax status of all amounts treated as distributed
to them not later than 60 days after the close of each calendar year.

If a  shareholder  holds  shares  through  a  tax-deferred  account,  such  as a
retirement plan,  income and gains will not be taxable each year.  Instead,  the
taxable  portion of amounts held in a  tax-deferred  account  generally  will be
subject to tax only when a distribution is made from that account.

A shareholder who sells or redeems Fund shares will generally  realize a capital
gain or loss,  which will be long-term or short term,  generally  depending upon
the  shareholder's  holding for the shares. An exchange of shares may be treated
as a sale.

As with all mutual funds, a Fund may be required to withhold U.S. federal income
tax at the rate of 31% of all taxable distributions payable to shareholders who:
1. fail to provide the Fund with a correct taxpayer identification number, or 2.
fail to make required  certifications,  or 3. have been notified by the IRS that
they are subject to backup withholding.  Backup withholding is not an additional
tax;  rather,  it is a way in  which  the  IRS  ensures  it will  collect  taxes
otherwise due. Any amount withheld may be credited  against U.S.  federal income
tax liability.

The foregoing  discussion  is only a brief summary of the important  federal tax
considerations  generally  affecting  the  Fund and its  shareholders.  As noted
above,  IRAs  receive  special  tax  treatment.  No attempt is made to present a
detailed explanation of the federal,  state or local income tax treatment of the
Fund or its  shareholders,  and this  discussion is not intended as a substitute
for careful tax planning.  Accordingly,  potential  investors in the Fund should
consult their tax advisers with specific reference to their own tax situation.

State and Local Taxes

The  Portfolio  may be  subject  to  state,  local or  foreign  taxation  in any
jurisdiction  in  which  the  Portfolio  may be  deemed  to be  doing  business.
Portfolio  distributions  may be  subject  to state and local  taxes.  Portfolio
distributions  derived from interest on obligations  of the U.S.  Government and
certain of its agencies,  authorities and  instrumentalities  may be exempt from
state and local taxes in certain states.  Shareholders  should consult their own
tax  advisers  regarding  possible  state and local  income tax  exclusions  for
dividend portions paid by the Portfolio, which are attributable to interest from
obligations   of  the   U.S.   Government,   its   agencies,   authorities   and
instrumentalities.




        DISTRIBUTION OF FUND SHARES

Shares of the Fund are distributed by Investors  Capital,  Inc., a branch office
of AMT Capital,  pursuant to a Distribution  Agreement  dated as of May 29, 1998
between the Fund and AMT  Capital.  No fees are payable by the Fund  pursuant to
the  Distribution   Agreement,   and  AMT  Capital  bears  the  expense  of  its
distribution activities.

           INVESTMENT INFORMATION

    ALLOWABLE INVESTMENT STRATEGIES AND
              ASSOCIATED RISKS


The Limited Duration will utilize the following investment strategies:

Dollar Roll Transactions, Duration
Management, Hedging, TBA Transactions, and
When Issued & Forward Commitment
Securities.

Dollar  Roll  Transactions  Dollar  roll  transactions  consist  of the  sale of
mortgage-backed  securities,  with a  commitment  to purchase  similar,  but not
identical securities at a future date, and at the same price. The Portfolio will
maintain a  segregated  custodial  account  for dollar  roll  transactions.  The
segregated  accounts  may contain  cash,  U.S.  Government  Securities  or other
liquid,  unencumbered securities having an aggregate value at least equal to the
amount of such  commitments to repurchase  the securities  under the dollar roll
transaction (including accrued interest).

         Risks:  Should  the  broker-dealer  to  whom  the  Portfolio  sells  an
         underlying security of a dollar roll transaction become insolvent,  the
         Portfolio's  right  to  purchase  or  repurchase  the  security  may be
         restricted,  or the price of the security may change adversely over the
         term of the dollar roll transaction.


Duration Management
Duration measures a bond's price volatility, incorporating the following
factors:
a.       the bond's yield,
b.       coupon interest payments,
c.       final maturity,
d.       call features, and
e.       prepayment assumptions.

Duration measures the expected life of a debt security on a present value basis.
It  incorporates  the length of the time intervals  between the present time and
the time that the interest and principal  payments are scheduled (or in the case
of a callable  bond,  expected  to be  received)  and weighs them by the present
values of the cash to be  received at each  future  point in time.  For any debt
security with  interest  payments  occurring  prior to the payment of principal,
duration is always less than maturity.  In general,  for the same maturity,  the
lower the stated or coupon rate of interest of a debt  security,  the longer the
duration of the  security;  conversely,  the higher the stated or coupon rate of
interest of a debt security, the shorter the duration of the security.

Futures,  options and options on futures have durations  closely  related to the
duration of the securities underlying them. Holding long futures or call options
will lengthen the  Portfolio's  duration by  approximately  the same amount that
holding an equivalent amount of the underlying  securities would.  Short futures
or put option positions have durations roughly equal to the negative duration of
the  securities  that underlie  those  positions and have the effect of reducing
duration by approximately  the same amount that selling an equivalent  amount of
the underlying  securities  would. The market price of a bond with a duration of
two years would be  expected to decline 2% if interest  rates rose 1%. If a bond
has an  effective  duration of three  years,  a 1% increase in general  interest
rates would be expected to cause the bond's value to decline by about 3%.

         Risks: Changes in weighted average duration of the Portfolio's holdings
         are not  likely  to be so large as to cause  them to fall  outside  the
         ranges specified above.  There is no assurance that deliberate  changes
         in the Portfolio's  weighted  average  duration will enhance its return
         relative to more static duration policies or Portfolio  structures.  In
         addition, it may detract from its relative return.


Hedging
Hedging  techniques  are used to offset  certain  investment  risks.  Such risks
include:  changes in interest rates,  changes in foreign currency exchange rates
and changes in securities and commodity prices.  Hedging techniques are commonly
used to  minimize a given  instrument's  risks of future  gain or loss.  Hedging
techniques include:

<TABLE>
<S>                                                         <C>

a.       engaging in swaps;                                  d.       purchasing and selling futures contracts; and
b.       purchasing and selling caps, floors and collars;    e.       purchasing and selling options.
c.       purchasing or selling forward exchange contracts;
</TABLE>


All hedging instruments described below constitute  commitments by the Portfolio
and therefore  require the Fund to segregate cash (in any applicable  currency),
U.S. Government  securities or other liquid and unencumbered  securities (in any
applicable  currency)  equal to the amount of the  Portfolio's  obligations in a
separate custody account.

When the  Portfolio  purchases  a  futures  or  forward  currency  contract  for
non-hedging  purposes,  the sum of the  segregated  assets  plus the  amount  of
initial and variation margin held in the broker's account,  if applicable,  must
equal the market value of the futures or forward currency contract.

When  the  Portfolio  sells  a  futures  or
forward  currency  contract for non-hedging
purposes,   the  Portfolio  will  have  the
contractual right to acquire:
1.       the securities,
2.       the foreign currency subject to the futures,
3.       the forward currency contract, or
4.       will  segregate  assets,  in an amount at least  equal to the market
         value of the  securities  or foreign currency  underlying  the  futures
         or forward currency contract.

Should the market value of the contract move adversely to the  Portfolio,  or if
the value of the securities in the segregated  account  declines,  the Portfolio
will be required to deposit  additional  cash or  securities  in the  segregated
account at a time when it may be disadvantageous to do so.

The Portfolio will not enter into any swaps, caps or floors unless the unsecured
commercial  paper,  senior debt or claims paying ability of the  counterparty is
rated  either A or A-1 or better by S&P or A or P-1 or  better  by  Moody's.  If
unrated,  it must be determined to be of  comparable  quality by the  Investment
Adviser.

         Risks:  Hedging  involves  risks  of  imperfect  correlation  in  price
         movements  of the  hedge  and  movements  in the  price  of the  hedged
         security.  If interest or  currency  exchange  rates do not move in the
         direction of the hedge,  the Portfolio will be in a worse position than
         if hedging had not been employed.  As a result, the Portfolio will lose
         all or part of the benefit of the  favorable  rate  movement due to the
         cost of the hedge or offsetting  positions.  Hedging  transactions  not
         entered into on a U.S. or foreign exchange may subject the Portfolio to
         exposure  to the credit risk of its  counterparty.  Futures and Options
         transactions  entail special risks. In particular,  the variable degree
         of correlation  between price movements of futures  contracts and price
         movements  in  the  related   Portfolio   position   could  create  the
         possibility  that losses will be greater than gains in the value of the
         Portfolio's  position.  Other risks include the risk that the Portfolio
         could not close out a futures or options position when it would be most
         advantageous to do so.

a.    Swaps
Swaps are commonly used for hedging  purposes.  Hedging  involving  mortgage and
interest rate swaps may enhance  total  return.  Interest rate swaps involve the
Portfolio's  exchange with another party of their respective  commitments to pay
or receive  interest,  such as an exchange of fixed rate  payments  for floating
rate payments. Mortgage swaps are similar to interest rate swaps, both represent
commitments  to pay and receive  funds.  Currency  swaps involve the exchange of
their respective rights to make or receive payments in specified currencies.

b. Caps,  Floors and Collars The  purchase of an interest  rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined interest
rate,  to receive  payment of interest on a notional  principal  amount from the
party  selling such  interest  rate cap. The purchase of an interest  rate floor
entitles  the  purchaser,  to the extent  that a  specified  index falls below a
predetermined  interest  rate,  to receive  payments  of  interest on a notional
principal  amount from the party  selling the interest  rate floor.  An interest
rate  collar  incorporates  a cap and a floor in one  transaction  as  described
above.

c. Forward Foreign Exchange Contracts A forward foreign exchange contract is the
purchase or sale of a foreign currency, on a specified date, at an exchange rate
established  before the  currency's  payment and  delivery to hedge the currency
exchange risk associated  with its assets or obligations  denominated in foreign
currencies.  Synthetic hedging is a technique utilizing forward foreign exchange
contracts  that is  frequently  employed  by many of the  Portfolio.  It entails
entering  into a forward  contract  to sell a currency  the  changes in value of
which are generally considered to be linked to a currency or currencies in which
some or all of the Portfolio's securities are or are expected to be denominated,
and buying U.S.  dollars.  There is a risk that the  perceived  linkage  between
various  currencies  may not be  present  during  the  particular  time that the
Portfolio is engaging in synthetic  hedging.  The Portfolio may also cross-hedge
currencies  by entering  into forward  contracts to sell one or more  currencies
that are expected to decline in value relative to other  currencies to which the
Portfolio has or expects to have exposure.

d.  Futures  Contracts  A  futures  contract  is an  agreement  to buy or sell a
specific amount of a financial  instrument at a particular  price on a specified
date.  The  futures  contract  obligates  the buyer to purchase  the  underlying
commodity  and  the  seller  to  sell  it.  Losses  from  investing  in  futures
transactions   that  are  unhedged  or  uncovered  are  potentially   unlimited.
Substantially  all futures  contracts are closed out before  settlement  date or
called  for cash  settlement.  A futures  contract  is  closed  out by buying or
selling an  identical  offsetting  futures  contract  that  cancels the original
contract to make or take delivery. At times, the ordinary spreads between values
in the cash and futures  markets,  due to  differences in the character of these
markets,  are subject to distortions.  The possibility of such distortions means
that a correct  forecast of general  market,  foreign  exchange rate or interest
rate trends may not produce the Portfolio's  intended results.  Investors should
note that the  Enhanced  Equity  Market  Portfolio  may,  unlike  the other Fund
Portfolio,  invest more than 5% of its total net assets in futures contracts and
will utilize futures contracts for purposes other than bona fide hedging

e.    Options Contracts
An option is a contractual  right, but not an obligation,  to buy (call) or sell
(put)  property  that is  guaranteed  in exchange for an agreed upon sum. If the
right is not exercised within a specified period of time, the option expires and
the option  buyer  forfeits the amount  paid.  An option may be a contract  that
bases its value on the  performance  of an underlying  bond.  When the Portfolio
writes  a call  option,  it gives up the  potential  for gain on the  underlying
securities or currency in excess of the exercise  price of the option during the
period that the option is open. A put option gives the purchaser,  in return for
a premium,  the right, for a specified period or time, to sell the securities or
currency  subject  to the  option  to the  writer  of the  put at the  specified
exercise price. The writer of the put option, in return for the premium, has the
obligation,  upon exercise of the option,  to acquire the securities or currency
underlying the option at the exercise price. The Portfolio might,  therefore, be
obligated to purchase the underlying  securities or currency for more than their
current market price.

         Risks:  Hedging  involves  risks  of  imperfect  correlation  in  price
         movements  of the  hedge  and  movements  in the  price  of the  hedged
         security.  If interest or  currency  exchange  rates do not move in the
         direction of the hedge,  the Portfolio will be in a worse position than
         if hedging had not been employed. As a result, it will lose all or part
         of the benefit of the  favorable  rate  movement due to the cost of the
         hedge or offsetting positions. Hedging transactions not entered into on
         a U.S. or foreign exchange may subject the Portfolio to exposure to the
         credit  risk of its  counterparty.  Futures  and  Options  transactions
         entail special risks. In particular, the variable degree of correlation
         between price movements of futures contracts and price movements in the
         related  Portfolio  position could create the  possibility  that losses
         will be greater  than gains in the value of the  Portfolio's  position.
         Other risks include the risk that the  Portfolio  could not close out a
         futures or options  position when it would be most  advantageous  to do
         so.


TBA  (To  Be  Announced)  Transactions  In  a  TBA  transaction,   the  type  of
mortgage-backed  securities  to be  delivered is specified at the time of trade,
but the actual pool numbers of the  securities  to be delivered are not known at
the time of the trade.  For example,  in a TBA  transaction,  an investor  could
purchase  $1  million  30 year  FNMA 9's and  receive  up to three  pools on the
settlement  date.  The  pool  numbers  to be  delivered  at  settlement  will be
announced   shortly  before   settlement   takes  place.   Agency   pass-through
mortgage-backed  securities are usually issued on a TBA basis. For the Portfolio
, the Fund will maintain a segregated  custodial  account  containing cash, U.S.
Government securities or other liquid and unencumbered securities having a value
at least equal to the aggregate amount of the Portfolio's TBA transactions.


         Risks:  The  value of the  security
         on  the  date  of  delivery  may be
         less  than  its   purchase   price,
         presenting   a  possible   loss  of
         asset value.


When Issued and Forward  Commitment  Securities The purchase of a when issued or
forward  commitment  security will be recorded on the date the Portfolio  enters
into  the  commitment.  The  value  of the  security  will be  reflected  in the
calculation  of the  Portfolio's  net asset value.  The value of the security on
delivery  date  may be more or less  than  its  purchase  price.  Generally,  no
interest accrues to the Portfolio until settlement. For the Portfolio , the Fund
will maintain a segregated  custodial account  containing cash, U.S.  Government
securities or other liquid and unencumbered  securities  having a value at least
equal to the  aggregate  amount  of the  Portfolio's  when  issued  and  forward
commitments transactions.

         Risks:  The  value of the  security
         on  the  date  of  delivery  may be
         less  than  its   purchase   price,
         presenting   a  possible   loss  of
         asset value.

                                    ALLOWABLE INVESTMENTS AND ASSOCIATED RISKS


The following is a list of allowable investments for the Portfolio:

Asset-Backed Securities, Bank Obligations, Brady Bonds, Convertibles Securities,
Corporate Debt Instruments,  Foreign Instruments,  Illiquid Securities,  Indexed
Notes,   Currency   Exchange-Related    Securities   and   Similar   Securities,
Inflation-Indexed Securities, Investment Companies,  Mortgage-Backed Securities,
Multi-National  Currency Unit Securities or More Than One Currency Denomination,
Municipal Instruments,  Repurchase and Reverse Repurchase  Agreements,  Stripped
Instruments,   Total  Return  Swaps,  U.S.  Government  and  Agency  Securities,
Warrants, and Zero Coupon Securities.

Asset-Backed Securities
Asset-backed  securities  are  secured by or
backed     by     assets      other     than
mortgage-related     assets,     such     as
automobile  and  credit  card   receivables.
These   securities  are  sponsored  by  such
institutions as finance  companies,  finance
subsidiaries  of  industrial  companies  and
investment  banks.  Asset-backed  securities
have structural  characteristics  similar to
mortgage-backed  securities,   however,  the
underlying   assets   are  not  first   lien
mortgage  loans or  interests,  but  include
assets such as:
a.       motor vehicle installment sale contracts,
b.       other installment sale contracts,
c.       leases of various types of real and personal property, and
d.       receivables from revolving credit (credit card) agreements.

         Risks:  Since  the  principal  amount  of  asset-backed  securities  is
         generally   subject  to  partial  or  total   prepayment  risk.  If  an
         asset-backed  security is  purchased at a premium or discount to par, a
         prepayment  rate that is faster than  expected  will reduce or increase
         yield to maturity, while a prepayment rate that is slower than expected
         will have the opposite  effect on yield to maturity.  These  securities
         may not  have any  security  interest  in the  underlying  assets,  and
         recoveries on the  repossessed  collateral  may not, in some cases,  be
         available to support payments on these securities.

<TABLE>
<S>                                <C>                                          <C>

Bank Obligations
Bank obligations are bank issued securities. These instruments include:
a.       Time Deposits,            e.       Deposit Notes,                      h.       Variable Rate Notes,
b.       Certificates of Deposit,  f.       Eurodollar Time deposits,           i.       Loan Participations,
c.       Bankers' Acceptances,     g.       Eurodollar Certificates of          j.       Variable Amount Master Demand Notes,
d.       Bank Notes,                    Deposit,                                k.       Yankee CDs, and
                                                                                l.       Custodial Receipts
</TABLE>

         Risks:     Investing    in    bank
         obligations  exposes the Portfolio
         to  risks   associated   with  the
         banking  industry such as interest
         rate and credit risks.




Brady Bonds
Brady Bonds are debt securities,  issued or guaranteed by foreign governments in
exchange for existing external commercial bank indebtedness.  To date, over $154
billion  (face  amount) of Brady  Bonds have been issued by the  governments  of
thirteen  countries,  the largest  proportion  having been issued by  Argentina,
Brazil,  Mexico  and  Venezuela.   Brady  Bonds  are  either  collateralized  or
uncollateralized,  issued in various currencies (primarily the U.S. dollar), and
are actively traded in the over-the-counter secondary market.

The  Portfolio may invest in either  collateralized  or  uncollateralized  Brady
Bonds. U.S.  dollar-denominated,  collateralized Brady Bonds, which may be fixed
rate par bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S.  Treasury  zero coupon  bonds having the same  maturity as the
bonds.  Interest payments on such bonds generally are  collateralized by cash or
securities  in an amount that,  in the case of fixed rate bonds,  is equal to at
least one year of rolling  interest  payments  or, in the case of floating  rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at the time and is adjusted at regular intervals
thereafter.

         Risks:  Brady Bonds are  generally
         issued    to    countries     with
         developing   capital   markets  or
         unstable  governments and as such,
         are  considered  to be  among  the
         more      risky      international
         investments.


Convertible Securities
Convertible  bonds or shares of convertible  preferred stock are securities that
may be converted  into,  or exchanged  for,  underlying  shares of common stock,
either at a stated price or stated  rate.  Convertible  securities  have general
characteristics similar to both fixed income and equity securities.

         Risks:  Typically,  convertible securities are callable by the company,
         which  may,  in  effect,  force  conversion  before  the  holder  would
         otherwise choose.  If the issuer chooses to convert the security,  this
         action  could  have an  adverse  effect on the  Portfolio's  ability to
         achieve its objectives.


Corporate  Debt  Instruments  Corporate  bonds  are debt  instruments  issued by
private  corporations.  As creditors,  bondholders have a prior legal claim over
common and  preferred  stockholders  of the  corporation  as to both  income and
assets for the  principal  and interest  due to the  bondholder.  The  Portfolio
purchases corporate bonds subject to quality restraints. Commercial paper, notes
and other  obligations  of U.S.  and  foreign  corporate  issuers  must meet the
Portfolio's  credit quality standards  (including  medium-term and variable rate
notes).  The  Portfolio may retain a downgraded  corporate  debt security if the
Investment  Adviser  determines   retention  of  such  security  to  be  in  the
Portfolio's best interests.

         Risks:   Investing   in   corporate
         debt   securities    subjects   the
         Portfolio to interest  rate changes
         and credit risks.


Foreign Instruments

a.  Foreign  Securities   Foreign  securities  are  securities   denominated  in
currencies  other  than the U.S.  dollar  and may be  denominated  in any single
currency or multi-currency units. The Investment Adviser will adjust exposure of
the  Portfolio  to  different  currencies  based on its  perception  of the most
favorable  markets and issuers.  It is further  anticipated that such securities
will be issued  primarily by governmental  and private  entities located in such
countries  and by  supranational  entities.  The  Portfolio  will only invest in
countries  considered  to  have  stable  governments,  based  on the  Investment
Adviser's analysis of social, political, and economic factors.

b. Foreign Government,  International and Supranational  Agency Securities These
securities include debt obligations issued or guaranteed by a foreign government
or its subdivisions, agencies and instrumentalities,  international agencies and
supranational entities.

         Risks:      Generally,      foreign
         financial        markets       have
         substantially  less volume than the
         U.S.  market.  Securities  of  many
         foreign  companies are less liquid,
         and their prices are more  volatile
         than   securities   of   comparable
         domestic     companies.     Certain
         Portfolio  may invest  portions  of
         their    assets    in    securities
         denominated        in       foreign
         currencies.    These    investments
         carry  risks  of   fluctuations  of
         exchange   rates  relative  to  the
         U.S. dollar.  Securities  issued by
         foreign   entities    (governments,
         corporations   etc.)  may   involve
         risks  not  associated   with  U.S.
         investments,              including
         expropriation of assets,  taxation,
         political  or  social   instability
         and   low    financial    reporting
         standards--all  of which  may cause
         declines in investment returns.


Illiquid Securities
Illiquid  securities  cannot be sold or  disposed of in the  ordinary  course of
business  within seven days for  approximately  the value at which the Portfolio
has valued the securities.
These include:
1.       securities with legal or contractual restrictions on resale,
2.   time deposits,  repurchase  agreements and dollar roll transactions  having
     maturities longer than seven days, and
3.  securities  not having readily  available  market  quotations.  Although the
Portfolio  are allowed to invest up to 15% (10% in the case of the Money  Market
Portfolio)  of the  value of their  net  assets in  illiquid  assets,  it is not
expected that any Portfolio  will invest a significant  portion of its assets in
illiquid  securities.  The  Investment  Adviser  monitors the  liquidity of such
restricted securities under the supervision of the Board of Directors.

The Portfolio may purchase securities not registered under the Securities Act of
1933  as  amended  (the  "1933  Act"),  but  which  can  be  sold  to  qualified
institutional  buyers in accordance with Rule 144A under that Act. The Portfolio
may also invest in commercial paper issued in reliance on the so-called "private
placement" exemption from registration  afforded by Section 4(2) of the 1933 Act
(Section 4(2) paper).  Section 4(2) paper is restricted as to disposition  under
the federal  securities laws, and generally is sold to institutional  investors.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
is  normally  resold  to  other  institutional  investors  through  or with  the
assistance of the issuer or investment  dealers who make a market in the Section
4(2) paper, thus providing  liquidity.  If a particular  investment in Rule 144A
securities, Section 4(2) paper or private placement securities is not determined
to be  liquid,  that  investment  will be  included  within  the  15%  (or  10%)
limitation on investment in illiquid  securities.  The  Investment  Adviser will
monitor the liquidity of such restricted securities under the supervision of the
Board of Directors.

         Risks: Investing in illiquid securities presents the potential risks of
         tying up the Portfolio's  assets at a time when liquidating  assets may
         be necessary to meet debts and obligations.


Indexed Notes, Currency Exchange-Related Securities and Similar Securities These
securities are notes,  the principal amount of which and/or the rate of interest
payable is determined by reference to an index.  This index may be determined by
the rate of exchange between the specified currency for the note and one or more
other currencies or composite currencies.

         Risks:  Foreign  currency  markets
         can be  highly  volatile  and  are
         subject     to     sharp     price
         fluctuations.  A  high  degree  of
         leverage  is typical  for  foreign
         currency  instruments in which the
         Portfolio may invest.


Inflation-Indexed  Securities  Inflation-indexed  securities  are  linked to the
inflation  rate  from   worldwide  bond  markets  such  as  the  U.S.   Treasury
Department's  "inflation-protection"  issues.  The  initial  issues are ten year
notes which are issued quarterly. Other maturities will be sold at a later date.
The  principal  is  adjusted  for  inflation   (payable  at  maturity)  and  the
semi-annual interest payments equal a fixed percentage of the inflation adjusted
principal  amount.  The inflation  adjustments are based upon the Consumer Price
Index for Urban Consumers. These securities may be eligible for coupon stripping
under the U.S.  Treasury  program.  In addition to the U.S.  Treasury's  issues,
inflation-indexed  securities  include  inflation-indexed  securities from other
countries such as Australia, Canada, New Zealand, Sweden and the United Kingdom.

         Risks: If the periodic  adjustment rate measuring  inflation falls, the
         principal value of  inflation-indexed  bonds will be adjusted downward,
         and consequently  the interest payable on these securities  (calculated
         with respect to a smaller principal amount) will be reduced.  Repayment
         of  the  original  bond   principal  upon  maturity  (as  adjusted  for
         inflation) is guaranteed in the case of U.S. Treasury inflation-indexed
         bonds, even during a period of deflation.  However,  the current market
         value of the bonds is not guaranteed, and will fluctuate. The Portfolio
         many also invest in other  inflation  related bonds that may or may not
         provide  a  similar  guarantee.  If a  guarantee  of  principal  is not
         provided,  the adjusted  principal value of the bond repaid at maturity
         may be less than the original principal.

         The U.S.  Treasury has only recently  begun  issuing  inflation-indexed
         bonds. As such,  there is no trading history of these  securities,  and
         there can be no  assurance  that a liquid  market in these  instruments
         will develop, although one is expected to continue to evolve. Lack of a
         liquid market may impose the risk of higher  transaction  costs and the
         possibility  that the  Portfolio  may be forced to liquidate  positions
         when it would not be advantageous  to do so.  Finally,  there can be no
         assurance  that the  Consumer  Price  Index  for Urban  Consumers  will
         accurately measure the real rate of inflation in the price of goods and
         services.

Investment Companies
An investment company is an investment
vehicle, which, for a management fee,
invests the pooled funds of investors in
securities appropriate for its investment
objectives.  Two basic types of
investment companies exist:
1.   Open end  funds:  these  funds  have a
     floating number of outstanding  shares
     and  will  sell or  redeem  shares  at
     their current net asset value,
2.   Closed end funds: these funds have a fixed number of outstanding shares
     that are traded on an exchange.

The  Portfolio   will  not  invest  in  any
Funds classified as "Load Funds."

The acquiring  company may not purchase or otherwise  acquire  securities in the
acquired  company  (if  no-load)  if,  immediately  after  the  acquisition  the
acquiring  company and any company  controlled  by it would own in the aggregate
more than 3% of the total outstanding voting stock of the acquired company.

The  Portfolio  may invest in another  Portfolio  within  the FFTW  Funds,  Inc.
family. This is commonly referred to as cross-portfolio  investing.  Should such
cross-portfolio  investing occur, investors will not be double-charged  advisory
fees. The Portfolio in which it is directly  invested will only charge investors
an advisory fee.

         Risks:  Generally,  risks posed by a
         particular  fund will  mirror  those
         posed     by     the      underlying
         securities.   A  money  market  fund
         has   the    highest    safety    of
         principal,  whereas  bond  funds are
         vulnerable    to    interest    rate
         movements.


Mortgage-Backed Securities
Mortgage-backed   securities  are  securities
representing  ownership interests in, or debt
obligations  secured  entirely  or  primarily
by,  "pools"  of  residential  or  commercial
mortgage   loans  or  other   mortgage-backed
securities.  Mortgage-backed  securities  may
take a  variety  of  forms,  the most  common
being:
o        Mortgage-pass through securities issued by
a.       the Government National Mortgage Association (Ginnie Mae),
b.       the Federal National Mortgage Association (Fannie Mae),
c.       the Federal Home Loan Mortgage Corporation (Freddie Mac),
d.       commercial banks, savings and loan associations, mortgage banks or by
         issuers that are affiliates of or sponsored by such entities,
o  Collateralized   mortgage  obligations  (CMOs)  which  are  debt  obligations
collateralized by such assets, and o Commercial mortgage-backed securities.

The Investment Adviser expects that new types of mortgage-backed  securities may
be created offering asset pass-through and  asset-collateralized  investments in
addition  to those  described  above  by  governmental,  government-related  and
private entities. As new types of mortgage-related  securities are developed and
offered to investors,  the Investment  Adviser will consider whether it would be
appropriate for such Portfolio to make investments in them.

CMOs are derivatives  collateralized by mortgage pass-through  securities.  Cash
flows from mortgage pass-through securities are allocated to various tranches in
a  predetermined,  specified  order.  Each  tranche has a stated  maturity - the
latest  date  by  which  the  tranche  can be  completely  repaid,  assuming  no
prepayments  - and has an average life - the average of the time to receipt of a
principal  payment  weighted by the size of the principal  payment.  The average
life is typically  used as a proxy for maturity  because the debt is  amortized,
rather than being paid off entirely at maturity.

         Risks:   The  Portfolio  may  invest  in   mortgage-backed   and  other
         asset-backed  securities  carrying  the risk of a faster or slower than
         expected  prepayment  of  principal  which may affect the  duration and
         return of the security. Portfolio returns will be influenced by changes
         in interest  rates.  Changes in market  yields  affect the  Portfolio's
         asset value since Portfolio debt will generally  increase when interest
         rates fall and decrease when interest rates rise. Thus,  interest rates
         have an inverse relationship with corresponding  market values.  Prices
         of  shorter-term  securities  generally  fluctuate  less in response to
         interest rate changes than do longer-term securities.


Multi-National  Currency Unit Securities or More Than One Currency  Denomination
Multi-national  currency unit securities are tied to currencies of more than one
nation.  This  includes the European  Currency  Unit--a  "basket"  consisting of
specified  currencies of the member states of the European  Community (a Western
European economic cooperative organization). These securities include securities
denominated  in  the  currency  of  one  nation,  although  it  is  issued  by a
governmental entity, corporation or financial institution of another nation.

         Risks:     Investments    involving
         multi-national  currency  units are
         subject  to  changes  in   currency
         exchange  rates which may cause the
         value of such  invested  securities
         to  decrease  relative  to the U.S.
         dollar.


Municipal Instruments
Municipal instruments are debt obligations issued by a state or local government
entity.  The  instruments  may  support  general  governmental  needs or special
governmental  projects.  It is not anticipated  that such  instruments will ever
represent a significant portion of any Portfolio's assets.

         Risks:   Investments  in  municipal
         instruments   are  subject  to  the
         municipality's   ability   to  make
         timely      payment.      Municipal
         instruments  may also be subject to
         bankruptcy  protection  should  the
         municipality    file    for    such
         protection.


Repurchase and Reverse  Repurchase  Agreements Under a repurchase  agreement,  a
bank or securities firm (a dealer in U.S. Government Securities reporting to the
Federal  Reserve Bank of New York) or Investors  Bank & Trust Co. agrees to sell
U.S. Government  Securities to the Portfolio and repurchase such securities from
the  Portfolio  at a later  date  for an  agreed  upon  price.  Under a  reverse
repurchase  agreement,   a  primary  or  reporting  dealer  in  U.S.  Government
Securities  purchases  U.S.  Government  Securities  from the  Portfolio and the
Portfolio  agrees to repurchase  the  securities  for an agreed price at a later
date.

The Fund will  maintain  a  segregated  custodial  account  for the  Portfolio's
reverse repurchase agreements.  Until repayment is made, the segregated accounts
may contain cash,  U.S.  Government  Securities  or other  liquid,  unencumbered
securities  having  an  aggregate  value at least  equal to the  amount  of such
commitments to repurchase  (including accrued interest).  Repurchase and reverse
repurchase  agreements  will  generally be restricted to those  maturing  within
seven days.

         Risks:  If  the  other  party  to a
         repurchase      and/or      reverse
         repurchase     agreement    becomes
         subject  to a  bankruptcy  or other
         insolvency proceeding,  or fails to
         satisfy       its       obligations
         thereunder,  delays  may  result in
         recovering  cash or the  securities
         sold,  or  losses  may  occur as to
         all  or   part   of   the   income,
         proceeds or rights in the security.


Stripped Instruments
Stripped  instruments are bonds,  reduced to
its two  components:  its  rights to receive
periodic   interest   payments   (IOs)   and
rights  to  receive   principal   repayments
(POs).   Each   component   is   then   sold
separately.  Such instruments include:
a.       Municipal Bond Strips
b.       Treasury Strips
c.       Stripped Mortgage-Backed Securities

         Risks:  POs do not pay interest,  its return is solely based on payment
         of  principal  at  maturity.  Both  POs and IOs tend to be  subject  to
         greater  interim  market value  fluctuations  in response to changes in
         interest rates. Stripped Mortgage-Backed Securities IOs run the risk of
         unanticipated  prepayment which will decrease the instrument's  overall
         return.


Total Return Swaps
A total return swap is an exchange of one  security for another.  Unlike a hedge
swap, a total return swap is solely  entered into as a derivative  investment to
enhance total return.

Risks: A total return swap may result in the Portfolio  obtaining an instrument,
which for some reason, does not perform as well as the original swap instrument.


U.S.  Government and Agency Securities and
Government-Sponsored  Enterprises/Federal
Agencies
U.S.  Government and agency  securities are
issued  by or  guaranteed  as to  principal
and  interest by the U.S.  Government,  its
agencies    or    instrumentalities     and
supported  by the full  faith and credit of
the  United   States.   The  Portfolio  may
also invest in other  securities  which may
be  issued  by a U.S.  Government-sponsored
enterprise   or   federal    agency,    and
supported  either by its  ability to borrow
from  the  U.S.  Treasury  or  by  its  own
credit  standing.  Such  securities  do not
constitute   direct   obligations   of  the
United  States but are issued,  in general,
under   the   authority   of  an   Act   of
Congress.    The   universe   of   eligible
securities  in  these  categories   include
those sponsored by:
a.       U.S. Treasury Department,
b.       Farmer's Home Administration,
c.       Federal Home Loan Mortgage Corporation,
d.       Federal National Mortgage Association,
e.       Student Loan Marketing Association, and
f.       Government National Mortgage Association.


         Risks:   Investing  in  securities
         backed  by  the  full   faith  and
         credit of the U.S.  Government are
         guaranteed  only  as  to  interest
         rate and face  value at  maturity,
         not its current market price.


Warrants
A  warrant  is a  corporate-issued  option  that  entitles  the  holder to buy a
proportionate  amount of common stock at a specified price.  Warrants are freely
transferable and can be traded on the major exchanges

         Risks:   Warrants   retain   their
         value  only so  long as the  stock
         retains   its  value.   Typically,
         when  the   value  of  the   stock
         drops,  the  value of the  warrant
         drops.


Zero Coupon  Securities Zero coupon  securities are sold at a deep discount from
their face value. Such securities make no periodic interest  payments,  however,
the buyer receives a rate of return by the gradual appreciation of the security,
until it is redeemed at face value on a specified maturity date.

Risks:  Zero coupon securities do not pay interest until maturity and tend to be
subject to greater  interim  market value  fluctuations  in response to interest
rate changes rather than interest paying securities of similar maturities.


     Supplemental Investment Policies

The  Portfolio  may invest  more than 5% of its net  assets in  futures  margins
and/or premiums on options only if those net assets are being used for bona fide
hedging  purposes.  Up to 35% of the Portfolio's total assets may be invested in
non-U.S. dollar denominated securities.

            Portfolio Turnover

Portfolio turnover rates are believed to be higher than the turnover experienced
by most fixed income funds, due to the Investment Adviser's active management of
duration.  This could, in turn,  lead to higher  turnover costs.  High Portfolio
turnover may involve greater brokerage  commissions and transactions costs which
will be paid by the  Portfolio.  In addition,  high turnover rates may result in
increased short-term capital gains.



<PAGE>




        FINANCIAL HIGHLIGHTS TABLES

The  Financial  Highlights  Tables  are  intended  to help  you  understand  the
Portfolio's  financial  performance for the past five years, or, if shorter, the
period of the Portfolio's operations. The "Total Return on Investment" indicates
how much an investment in each respective Portfolio would have earned,  assuming
all dividends and distributions had been reinvested.

This  information  has been  audited  by Ernst & Young,  LLP.  You will find the
auditor's  report and the FFTW Funds,  Inc.  financial  statements in the annual
report, which is available upon request.

<TABLE>
<S>                                               <C>             <C>             <C>             <C>           <C>

  ==============================================================================================================================
                 LIMITED DURATION PORTFOLIO FINANCIAL HIGHLIGHTS
                  (IN WHOLE DOLLARS UNLESS OTHERWISE INDICATED)

  ==============================================================================================================================
  FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD     Year Ended      Year Ended      Year Ended     Year Ended      Year Ended
                                                     12/31/98        12/31/97        12/31/96       12/31/95        12/31/94
  ----------------------------------------------- --------------- ---------------- -------------- -------------- ===============
  Net asset value at beginning of period           9.93            9.93             10.00         9.55           9.95
  ----------------------------------------------- --------------- ---------------- -------------- -------------- ===============
  Net investment income                            0.55            0.62             0.55          0.60           0.43
  Net realized gains or (losses) on                0.11            0.08             (0.04)        0.45           (0.40)
  investments, financial futures and options
  contacts, and foreign currency-related
  transactions
  ----------------------------------------------- --------------- ---------------- -------------- -------------- ===============
  Total investment income                          0.66            0.70             0.51          1.05           0.03
  ----------------------------------------------- --------------- ---------------- -------------- -------------- ===============
  Distributions from net investment income         0.55            0.62             0.55          0.60           0.43
  Distributions in excess of net investment        0.00**          ---              0.00**        ---            ---
    income
  Net realized gains or (losses) on
    investments, financial futures and option
    contracts and foreign currency-related         0.11            0.08             0.03          ---            ---
    transactions
  ----------------------------------------------- --------------- ---------------- -------------- -------------- ===============
  Total distributions                              0.66            0.70             0.58          0.60           0.43
  ----------------------------------------------- --------------- ---------------- -------------- -------------- ===============
  Net asset value at end of period                 9.93            9.93             9.93          10.00          9.55
  =============================================== --------------- ---------------- -------------- -------------- ===============
  Total return on investment                       6.79%           7.21%            5.29%         11.26%         0.29%
  Net assets at end of period in 000's             89,521          40,029           42,100        5,080          4,338
  Ratio of operating expenses to average net
    assets, exclusive of interest expense (a)      0.30%           0.30%            0.31%         0.50%          0.50%
  Ratio of operating expenses to average net
    assets, inclusive of interest expense (a)      0.30%           0.60%            0.49%         1.41%          1.74%
  Ratio of net investment income to average net    5.48%           6.10%            5.79%         6.09%          4.43%
    assets (a)
  Decrease in above expense ratios due to
    waiver of investment advisory fees and         0.22%           0.31%            0.15%         0.53%          0.57%
    reimbursements of other expenses
  Portfolio turnover rate                          1,059%          1,292%           1,387%        1,075%         343%
  =============================================== =============== ================ ============== ============== ===============

  (a)  Net of waivers and reimbursements   **Rounds to less than $0.01

</TABLE>


<PAGE>



This Prospectus  contains a concise  statement of information  investors  should
know before they invest in the Fund.  Please retain this  Prospectus  for future
reference.  Additional  information about the Fund's investments is available in
the  Fund's  annual and  semi-annual  reports  to  shareholders,  as well as the
Statement of Additional Information (SAI) dated April 30, 1999. The SAI provides
more detailed  information  about the Portfolio,  including their operations and
investment  policies.  A current SAI is on file with the Securities and Exchange
Commission and is incorporated by reference and is legally  considered a part of
this Prospectus.  In the Fund's annual report, you will find a discussion of the
market  conditions and investment  strategies  that  significantly  affected the
Fund's performance during its last fiscal year.

The Fund's SAI,  annual and semi-annual  reports are available,  without charge,
upon request by contacting Investors Capital Services,  Inc., a branch office of
AMT Capital Securities,  LLC, 600 Fifth Avenue, New York, NY 10020 at their toll
free  telephone  number (800)  762-4848 [or (212)  332-5211,  if within New York
City].

Information about the Fund (including the SAI) can be reviewed and copied at the
Commission's  Public  Reference  Room  in  Washington  D.C.  Information  on the
operation of the public reference room may be obtained by calling the Commission
at 1-800-SEC-0330. Reports and other information about the Fund are available on
the Commission's Internet site at http://www.sec.gov. Copies of this information
may be  obtained,  upon  payment of a  duplicating  fee,  by writing  the Public
Reference Section of the Commission, Washington D.C. 20549-6009.















Fund's Investment Company Act filing number: 33-27896/811-5796



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