FFTW FUNDS INC
497, 2000-02-08
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                               FFTW FUNDS, INC.





- -------------------------------------------------------------------------------
                                  PROSPECTUS
                          WORLDWIDE-HEDGED PORTFOLIO
- -------------------------------------------------------------------------------





                             Dated April 30, 1999,
                       as supplemented February 7, 2000

















THE SECURITIES AND EXCHANGE  COMMISSION HAS NOT APPROVED THE 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>



<TABLE>
<CAPTION>

<S>         <C>                                                       <C>


                                   CONTENTS

                                                                      PAGE
Risk/Return Summary                                                      3
        Investment Objective                                             3
        Potential Year 2000 Risk                                         4
        Risk Return Bar Chart and Table                                  4
        Average Annual Total Returns                                     4
        Fee Table                                                        5
        Expense Table Example                                            5
Fund Management                                                          6
        Board of Directors                                               6
        Investment Adviser                                               6
        Investment Sub-Adviser                                           6
Portfolio Managers                                                       6
Shareholder Information                                                  7
        Purchases                                                        7
        Purchasing Shares Table                                          8
        Redemptions                                                      8
        Redeeming Shares Table                                           9
        Pricing of Portfolio Shares                                      9
        Voting Rights                                                    9
        Distribution of Fund Shares                                     11
        Allowable Investment Strategies and Associated Risks            11
Supplemental Investment Policies                                        20
Shareholder Inquiries                                                   21



</TABLE>

                                       2

<PAGE>

                              RISK/RETURN SUMMARY



The  following  is a summary of certain key  information  about the  Portfolio,
including  its  investment  objective,   principal  investment  strategies  and
principal  investment  risks.  A more  detailed  description  of the  allowable
investment  strategies,  allowable  investments and their associated risks will
follow.

<TABLE>
<CAPTION>

<S>              <C>

- -------------------------------------------------------------------------------
                           WORLDWIDE-HEDGED PORTFOLIO
- -------------------------------------------------------------------------------
INVESTMENT      To attain a high level of total return as may be consistent
OBJECTIVE:      with the preservation of capital.
- -------------------------------------------------------------------------------

PRINCIPAL       The Portfolio invests primarily in high quality (rating of AA
INVESTMENT      by S&P, Aa by Moody's or a comparable rating, or higher from a
STRATEGIES:     nationally recognized statistical rating organization) debt
                securities from worldwide bond markets, denominated in both
                U.S. dollars and foreign currencies and actively utilizes
                currency hedging techniques.  The performance objective of the
                Portfolio is to outperform the JP Morgan Global Government
                Bond Index (Hedged).
- -------------------------------------------------------------------------------
     MINIMUM                        S&P      Moody's               AVERAGE
     QUALITY                       (Short     (Short               PORTFOLIO
     RATING:    S&P:    Moody's:   Term):      Term):   Thompson:   QUALITY:
                ----    --------   ------      -------  ---------  ---------
                BBB-      Baa3       A-2         P-2        B       AA (Aa)
- -------------------------------------------------------------------------------
     DURATION:  The Portfolio's average U.S. dollar-weighted duration generally
                will not exceed one year, plus or minus the average duration of
                the JP Morgan Global Government Bond Index (Hedged).
- -------------------------------------------------------------------------------
     INVESTMENT At least 65% of the Portfolio's total assets must be invested
     POLICIES:  in high quality debt securities from worldwide bond markets,
                denominated in both U.S. dollars and foreign currencies. The
                Portfolio will maintain investments in debt securities of
                issuers from at least three different countries including the
                U.S.  At least 35% of the Portfolio's total assets must be
                invested in debt securities from jurisdictions outside the U.S.
                As a fundamental policy, to the extent feasible, the Portfolio
                will actively utilize currency-hedging techniques to hedge at
                least 65% of its total assets. 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    o Asset-Backed Securities
     INVESTMENTS: o Foreign Instruments
     (See pages   o U.S. Government and Agency Securities
     14-20 of
     this
     Prospectus
     for a more
     detailed
     description
     of
     allowable
     investments.)
- -------------------------------------------------------------------------------
PRINCIPAL RISKS: A loss of money could occur due to certain risks.  These
(See page 11 of  include:
this Prospectus  o Correlation risk o Hedging risk        o Market risk
for a more       o Credit risk      o Interest rate risk  o Non-diversification
detailed         o Currency risk   o Leverage risk          risk
description of   o Futures risk    o Liquidity risk       o Prepayment risk
each risk.)
- -------------------------------------------------------------------------------



</TABLE>

                                       3

<PAGE>

                           POTENTIAL YEAR 2000 RISK



Like other mutual funds,  financial and business  organizations and individuals
around the world,  the  Portfolio  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  Portfolio'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 Portfolio 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 Portfolio or on global markets or
economies, generally.


                        RISK/RETURN BAR CHART AND TABLE


The chart and table provided below give some indication of past  performance of
the Portfolio.  The chart and table  illustrate 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.  Please be aware past  performance is not
necessarily an indication of how the Portfolio will perform in the future.

                          WORLDWIDE-HEDGED PORTFOLIO

                                   BAR GRAPH

<TABLE>
<CAPTION>

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

Year       1993        1994      1995       1996            1997       1998

           12.89%      7.84%     11.00%     10.03%          12.60%     11.53%

</TABLE>

During the 6-year  period  shown,  the  highest  quarterly  return was  10.461%
(quarter ending 9/30/94) and the lowest  quarterly  return was -3.982% (quarter
ending 3/31/94).



PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE.



<TABLE>
<CAPTION>

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

- -------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS      PAST 1 YEAR    PAST 5 YEARS  SINCE INCEPTION*
(FOR THE PERIODS ENDING
DECEMBER 31, 1998)
- -------------------------------------------------------------------------------
Worldwide-Hedged Portfolio          11.53%          10.58%         10.83%
- -------------------------------------------------------------------------------
JP Morgan Global Government
Bond Index (Hedged)                 11.42%           7.65%          8.40%
- -------------------------------------------------------------------------------

*Portfolio inception was May 19, 1992.



</TABLE>

                                       4

<PAGE>

                                   FEE TABLE

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



<TABLE>
<CAPTION>

<S>                                                  <C>

- -------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES (FEES PAID          Worldwide-Hedged Portfolio
DIRECTLY BY YOU)
- -------------------------------------------------------------------------------
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                                      0.40%
- -------------------------------------------------------------------------------
Distribution Fees (12b-1)                            None
- -------------------------------------------------------------------------------
Shareholder Services Fees                            None
- -------------------------------------------------------------------------------
Other Expenses                                       0.18%
- -------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                 0.58%
- -------------------------------------------------------------------------------

</TABLE>

1. Before January 21, 2000, the Investment  Adviser had  voluntarily  agreed to
   cap the Net  Operating  Expenses  at 0.45% (on an  annualized  basis) of the
   Portfolio's  average  daily net assets.  On January 21,  2000,  shareholders
   approved  amendments  to  the  Advisory  Agreement   eliminating  the  0.60%
   contractual  expense cap. Beginning January 21, 2000, the Investment Adviser
   voluntarily  agreed to cap the Portfolio's total operating expenses at 0.60%
   (on an annualized basis) of the Portfolio's  average daily net assets.  This
   voluntary  expense  cap may be  terminated  or  changed  at any  time by the
   Investment Adviser, although the Investment Adviser has no current intention
   of doing so. All operating expenses exceeding the voluntary expense cap will
   be paid by the Investment  Adviser.  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 0.13%. 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.



                             EXPENSE TABLE EXAMPLE

As an  investor,  you pay  certain  fees and  expenses in  connection  with the
Portfolio, as described in the tables above. This table is intended to help you
compare the cost of  investing in the  Portfolio  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  Portfolio.  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>
<CAPTION>

<S>                      <C>            <C>            <C>           <C>
- -------------------------------------------------------------------------------
PORTFOLIO NAME           1 YEAR         3 YEARS        5 YEARS       10 YEARS
- -------------------------------------------------------------------------------
Worldwide-Hedged         $59            $186           $324          $726
- -------------------------------------------------------------------------------



</TABLE>

                                       5

<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 portfolios.  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 the  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.



INVESTMENT SUB-ADVISER



Fischer Francis Trees & Watts, a corporate partnership organized under the laws
of the United  Kingdom  and an  affiliate  of the  Investment  Adviser,  is the
foreign Sub-Adviser to the Portfolio.  Organized in 1989, the Sub-Adviser is an
U.S.-registered  investment  adviser and currently manages  approximately  $7.5
billion in multi-currency  fixed-income  portfolios for institutional  clients.
The Investment Adviser pays the Sub-Adviser  monthly from its advisory fee. The
Sub-Adviser's  annual fee is equal to the advisory fee for the  Portfolio.  The
Sub-Adviser's offices are located at 3 Royal Court, The Royal Exchange, London,
EC 3V 3RA. The Investment Sub-Adviser is directly or indirectly wholly owned by
Charter Atlantic Corporation, a New York corporation.



PORTFOLIO MANAGERS

LIAQUAT AHAMED,  MANAGING DIRECTOR OF THE GLOBAL AND INTERNATIONAL  PORTFOLIOS.
Mr. Ahamed  joined FFTW in 1988 after nine years with the World Bank,  where he
was in charge of all  investments in non-U.S.  dollar  government bond markets.
Mr. Ahamed also served as an economist with senior government  officials in the
Philippines,  Korea,  and  Bangladesh.  He has a B.A. in economics from Trinity
College, Cambridge University and an A.M. in economics from Harvard University.

DAVID N. FISHER, PORTFOLIO MANAGER. Mr. Fisher joined FFTW in August 1993 after
spending two years  teaching in the People's  Republic of China.  At FFTW he is
responsible   for  the  overall   management  of  the  Emerging   Market  Fund,
concentrating particularly on the external sovereign debt market. He is also in
charge of local currency  investments in the various  markets of Latin America.
Previously,  he was  responsible  for dollar bloc  investments as a part of the
global group.  He has developed  many of the  proprietary  risk  management and
performance  attribution  systems  currently  in use at the  firm,  as  well as
several technically  oriented trading systems. Mr. Fisher has a B.A. in History
from Princeton University.

ADNAN AKANT, MANAGING DIRECTOR.  Mr. Akant joined FFTW in 1984, after six years
with the World Bank, where he served as a project  financial  analyst in Europe
and the Middle East, and joined the treasurer's staff as an investment officer.
At World Bank, Mr. Akant served as a member of the investment  department where
he was  responsible  for investment and trading of each of the major sectors of
the bank's actively managed  liquidity  portfolio.  He was also a member of the
investment  strategy  committee and shared  responsibility  for formulating and
implementing  the bank's trading and investment  strategy.  Mr. Akant was later
promoted to senior investment officer,  and was the division's deputy in charge
of the U.S. dollar portfolio. Mr. Akant holds a Ph.D. in systems science, an MS
in finance and international management, an Engineer's

                                       6

<PAGE>

degree, an MS in electrical engineering and a BS in electrical engineering, all
from the Massachusetts Institute of Technology.  Mr. Akant also taught graduate
and undergraduate level courses as a teaching assistant.  Mr. Akant is a member
of the New York  Academy of Sciences,  IEEE,  and of the Sigma XI, Tau Beta Pi,
and Eta Kappa Nu honor societies.



SIMON  G.  HARD,   GENERAL  MANAGER  OF  THE  SUB-ADVISER  OF  THE  GLOBAL  AND
INTERNATIONAL  PORTFOLIOS.  Mr.  Hard joined  FFTW in 1989 from  Mercury  Asset
Management,   the  investment  affiliate  of  S.G.  Warburg  &  Co.,  Ltd.  His
responsibilities  there  included the  formulation  of global bond and currency
investment policies, and the management of interest rate and currency exposures
of the firm's specialist non-dollar  portfolios.  Mr. Hard was previously first
vice president and London branch manager of Julius Baer Investment  Management,
Inc.  Mr.  Hard  has an MA in  modern  history  from  Lincoln  College,  Oxford
University  and a Mphil in the history and  philosophy  of science from Wolfson
College, Cambridge 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 on the day Federal funds are received.

Purchases of shares 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:      Worldwide-Hedged Portfolio

                                       7

<PAGE>

                              TO PURCHASE SHARES
                              ------------------



<TABLE>
<CAPTION>

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

- -------------------------------------------------------------------------------
PORTFOLIO  WHEN NET      WHEN & HOW     PROCEDURE FOR SAME   RESULT OF LATE
NAME       ASSET VALUE   SHARES MAY BE  DAY PURCHASES        NOTIFICATION OR
           IS            PURCHASED                           DELAY IN RECEIPT
           DETERMINED                                        OF FUNDS
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
WORLDWIDE- All Business  o Any Business o Purchasers must   Trade not effective
HEDGED     Days            Business Day   call Investors    on a given day:
                         o Submitted      Capital at (800)  o If the Fund is
                           orders must    762-4848 [or        notified after
                           include a      (212)332-5211 if    4:00 pm EST and
                           completed      within the City     the wire is
                           account        of New York] or     received after
                           application.   IBT at (617)        4:00 pm EST.
                         o Federal funds  330-6000 prior to
                           must be wired  4:00 pm EST to    Trade effective on
                           to AMT         inform the Fund   when wire is
                           Capital's      of the day        received:
                           "Fund          incoming wire     o If notice is
                           Purchase       transfer.           given before
                           Account" at                        4:00 pm EST and
                           IBT.                               the wire is
                                                              received after
                                                              4:00 pm EST.

                                                            Trade effective on
                                                            next business day:
                                                            o If wire is
                                                              received after
                                                              4:00 pm EST and
                                                              and no notice is
                                                              given.
- -------------------------------------------------------------------------------



</TABLE>
                                  REDEMPTIONS

All Portfolio  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  shareholder  may change its  authorized  agent or the account  designated to
receive  redemption  proceeds at any time by writing to the Transfer Agent with
an appropriate signature guarantee.  Further documentation may be required when
deemed appropriate by the Transfer Agent.

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 should the 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.

                                       8

<PAGE>

<TABLE>
<CAPTION>

                               TO REDEEM SHARES
                               ----------------

<S>                   <C>                                <C>

- -------------------------------------------------------------------------------
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.
3.  IN THE CASE OF FOREIGN EXCHANGES, THE PORTFOLIO'S NAV MAY CHANGE WHEN
    SHAREHOLDERS CANNOT BUY OR SELL SHARES.

- -------------------------------------------------------------------------------
PORTFOLIO NAME     WHEN REDEMPTION EFFECTIVE       RESULT OF LATE NOTIFICATION
                                                   OF REDEMPTION
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Worldwide-Hedged   If notice is received by the    If notice is received by the
                   Transfer Agent by 4:00 pm EST   Transfer Agent on a non-
                   on any Business Day, the        business day or after 4:00
                   redemption will be effective    pm. EST time, the
                   and payment will be made        redemption notice will be
                   within seven calendar days,     deemed received as of the
                   but generally two business      next Business Day.
                   days following receipt of
                   such 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.  The net asset value of the Portfolio 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-term
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 a dividend  payable daily to 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.  Matters  to be acted upon  affecting  the
Portfolio  (such as  approval of the  investment  advisory  agreement  with the
Investment  Adviser  or the  submission  of changes  of  fundamental  Portfolio
investment policy) require the affirmative vote of the Portfolio  shareholders.
The election of the Fund's  Board of  Directors  and the approval of the Fund's
independent  auditors are voted upon by shareholders on a Fund-wide  basis. 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.

                                       9

<PAGE>

                              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  Portfolio  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.

                                      10

<PAGE>

                          DISTRIBUTION OF FUND SHARES



Shares of the Fund are  distributed  by 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



<TABLE>
<CAPTION>

<S>                                     <C>

- ---------------------------------------------------------------------------
                                        Worldwide-Hedged
- ---------------------------------------------------------------------------
Dollar Roll Transactions                       o

- ---------------------------------------------------------------------------
Duration Management                            o

- ---------------------------------------------------------------------------
Hedging                                        o

- ---------------------------------------------------------------------------
Short Sales Transactions                       o

- ---------------------------------------------------------------------------
TBA Transactions                               o

- ---------------------------------------------------------------------------
When Issued and Forward Commitment Securities  o

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



</TABLE>

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 that 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%.

                                      11

<PAGE>

     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:

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


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 counter party 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 an 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.

                                      12

<PAGE>

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 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 distortion  means that a correct forecast
of general  market,  foreign  exchange  rate or  interest  rate  trends may not
produce the Portfolio's intended results.



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 an 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.

SHORT SALES
- -----------
Short sales are  transactions  in which the Portfolio  sells a security it does
not own in  anticipation  of a decline  in the market  value of that  security.
Short  selling  provides  the  Investment  Adviser with  flexibility  to reduce
certain risks of the Portfolio's  holdings and increase the  Portfolio's  total
return.  To the extent that the Portfolio has sold  securities  short,  it will
maintain  a  daily  segregated   account,   containing  cash,  U.S.  Government
securities or other liquid and  unencumbered  securities,  at such a level that
(a) the amount  deposited  in the account  plus the amount  deposited  with the
broker as  collateral  will equal the current  value of the security sold short
and  (b) the  amount  deposited  in the  segregated  account  plus  the  amount
deposited with the broker as collateral  will not be less than the market value
of the security at the time it was sold short.

                                      13

<PAGE>



     RISKS:  A short sale is generally used to take advantage of an anticipated
     decline in price or to protect a profit.  The Portfolio will incur loss as
     a result of a short sale if the price of the  security  increases  between
     the date of the short sale and the date on which  Portfolio  replaces  the
     borrowed security.  The amount of any loss will be increased by the amount
     of any  premium  or  amounts  in lieu of  interest  the  Portfolio  may be
     required to pay in connection  with a short sale.  Without the purchase of
     an option, the potential loss from a short sale is unlimited.

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.  The
Fund will maintain a segregated  custodial account for the Portfolio 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



<TABLE>
<CAPTION>

<S>                           <C>

- ----------------------------------------------------------------
                              Worldwide-Hedged
- ----------------------------------------------------------------
Asset-Backed Securities             o

- ----------------------------------------------------------------
Bank Obligations                    o

- ----------------------------------------------------------------
Brady Bonds                         o

- ----------------------------------------------------------------
Corporate Debt Instruments          o

- ----------------------------------------------------------------
Foreign Instruments                 o

- ----------------------------------------------------------------
Illiquid Securities                 o

- ----------------------------------------------------------------
Indexed Notes, Currency             o
Exchange-Related Securities
and Similar Securities

- ----------------------------------------------------------------
Inflation-Indexed Securities        o

- ----------------------------------------------------------------
Investment Companies                o

- ----------------------------------------------------------------
Mortgage-Backed Securities          o

- ----------------------------------------------------------------
Multi-National Currency Unit        o
Securities or More Than One
Currency Denomination

- ----------------------------------------------------------------
Repurchase and Reverse              o
Repurchase Agreements

- ----------------------------------------------------------------
Stripped Instruments                o

- ----------------------------------------------------------------
Total Return Swaps                  o

- ----------------------------------------------------------------
U.S. Government and Agency          o
Securities

- ----------------------------------------------------------------
Zero Coupon Securities              o

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



</TABLE>

                                      14

<PAGE>



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.

BANK OBLIGATIONS
- ----------------
Bank obligations are bank-issued securities. These instruments include, but are
not limited to:

<TABLE>
<CAPTION>

<S>                         <C>                       <C>

a.  Time Deposits,          e. Deposit Notes,         h. Variable Rate Notes,
b.  Certificates of         f. Eurodollar Time        i. Loan Participations,
    Deposit,                   deposits,              j. Variable Amount Master
c.  Bankers' Acceptances,   g. Eurodollar                Demand Notes,
d.  Bank Notes,                Certificates of        k. Yankee CDs, and
                               Deposit,               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.

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.

                                      15

<PAGE>

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  and  the  Sub-Adviser  will  adjust  exposure  of the
Portfolio  to  different  currencies  based  on  their  perception  of the most
favorable markets and issuers. In allocating assets among multiple markets, the
Investment  Adviser  and the  Sub-Adviser  will assess the  relative  yield and
anticipated  direction of interest rates in particular markets,  general market
and economic conditions and the relationship of currencies of various countries
to each other. In their evaluations, the Investment Adviser and the Sub-Adviser
will use internal financial,  economic and credit analysis resources as well as
information obtained from external sources.



The Worldwide-Hedged  Portfolio will invest primarily in securities denominated
in the  currencies  of the  United  States,  Japan,  Canada,  Western  European
nations,  New Zealand and Australia,  as well as securities  denominated in the
European Currency Unit. Further, it is 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 it's 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.  The Portfolio  may invest  portions of its 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.



c.   EMERGING MARKETS SECURITIES
Emerging markets  securities are foreign securities issued from countries which
are considered to be "emerging" or "developing" by the Morgan Stanley Composite
Index (MSCI) or by the World Bank.  Such emerging  markets  include all markets
other than Australia,  Austria,  Belgium,  Canada,  Denmark,  Finland,  France,
Germany, Ireland, Italy, Hong Kong, Ireland, Italy, Japan, the Netherlands, New
Zealand, Norway, Singapore, Spain, Sweden, Switzerland,  the United Kingdom and
the United States.

     RISKS:  The risks of investing in foreign  securities  may be  intensified
     when the issuers are domiciled or doing  substantial  business in emerging
     market countries or countries with developing  capital  markets.  Security
     prices in emerging markets can be  significantly  more volatile than those
     in  more   developed   nations  of  the  world,   reflecting  the  greater
     uncertainties  of investing  in less  established  markets and  economies.
     Emerging market countries may have:
     a.  Relatively unstable governments;  d. restrictions on foreign ownership;
     b.  present the risk of sudden        e. prohibitions of repatriation of
         adverse government action;           assets; or
     c.  nationalization of businesses;    f. less protection of property
                                              rights than more developed
                                              countries

The economies of countries with emerging markets may be predominantly  based on
only a few industries,  may be highly  vulnerable to changes in local or global
trade  conditions,  and may suffer from  extreme and  volatile  debt burdens or
inflation  rates.  Local  securities  markets  may  trade  a  small  number  of
securities  and may be unable to respond  effectively  to  increases in trading
volume, potentially making prompt liquidation of substantial holdings difficult
or impossible at times.  Transaction settlement procedures may be less reliable
in emerging markets than in developed markets. Securities of issuers located in
countries  with  emerging  markets may have  limited  marketability  and may be
subject to more abrupt or erratic price movements.

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.

                                      16

<PAGE>



Although  the  Portfolio is allowed to invest up to 15% of the value of its net
assets in illiquid assets,  it is not expected that the 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 are  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 may 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."



                                      17

<PAGE>

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:
1.  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,
2.  Collateralized mortgage obligations (CMOs) which are debt obligations
    collateralized by such assets, and
3. 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 the Portfolio's assets.



                                      18

<PAGE>

     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 (that is a dealer in
U.S. Government  Securities  reporting to the Federal Reserve Bank of New York)
or the  Fund's  Custodian  agrees to sell  U.S.  Government  Securities  to the
Portfolio and repurchase such securities from the Portfolio for an agreed price
at a later date. 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  Portfolio  will  maintain a segregated  custodial  account for its 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.  Additionally,  potential risks of default also
     exist on the part of the counterparty.

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.

                                      19

<PAGE>



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 it is being  used for bona fide  hedging
purposes.

The Portfolio may not enter into a repurchase or reverse  repurchase  agreement
if, as a result thereof, more than 25% of the Portfolio's total assets would be
subject to the agreement.

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.



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 the 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>
<CAPTION>

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

- -------------------------------------------------------------------------------
                WORLDWIDE-HEDGED PORTFOLIO FINANCIAL HIGHLIGHTS
                -----------------------------------------------
                 (IN WHOLE DOLLARS UNLESS OTHERWISE INDICATED)

- ------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING   Year       Year       Year       Year       Year
THROUGHOUT THE PERIOD     Ended      Ended      Ended      Ended      Ended
                        12/31/98   12/31/97   12/31/96   12/31/95   12/31/94
- -------------------------------------------------------------------------------
Net asset value at
beginning of period     11.23      10.91      10.85      10.41      10.08
- -------------------------------------------------------------------------------
Net investment income   0.59       0.53       0.62       0.45       0.34
Net realized and
 unrealized gains or
 (losses) on
 investments,
 financial futures
 and options
 contracts, and
 foreign currency-
 related transactions   0.68       0.80       0.43       0.66       0.43
- -------------------------------------------------------------------------------
Total investment
income                  1.27       1.33       1.05       1.11       0.77
- -------------------------------------------------------------------------------
Distributions from      0.70       0.59       0.62       0.67       0.44
net investment income
Distributions in        ---        ---        0.37       ---        0.00**
excess of net
investment income
Distributions from      0.61       0.42       ---        ---        ---
 net realized gain on
 investments,
 financial futures
 and options
 contracts and on
 foreign currency-
 related transactions
- -------------------------------------------------------------------------------
Total distributions     1.31       1.01       0.99       0.67       0.44
- -------------------------------------------------------------------------------
Net asset value at
end of period           11.19      11.23      10.91      10.85      10.41
- -------------------------------------------------------------------------------
Total return on         11.53%     12.60%     10.03%     11.00%     7.84%
investment
Net assets at end of    174,805    80,390     30,024     28,255     273
period in 000's
Ratio of operating
 expenses to average
 net assets -
 exclusive of interest
 expense (a)            0.45%      0.45%      0.45%      0.45%      0.60%
Ratio of operating
 expenses to average
 net assets -
 inclusive of interest
 expense (a)            0.45%      0.45%      0.45%      0.45%      0.65%
Ratio of net income
 to average net
 assets (a)             4.85%      5.29%      5.71%      5.84%      4.72%
Decrease in above
 expense ratios due to
 waiver of investment
 advisory fees and
 reimbursement of
 other expenses         0.13%      0.20%      0.24%      0.54%      0.17%
Portfolio turnover
rate                    745%       704%       1,087%     500%       1,622%
- -------------------------------------------------------------------------------

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



</TABLE>

                                      20

<PAGE>

                             SHAREHOLDER INQUIRIES



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, as supplemented
February 7, 2000.  The SAI  provides  more  detailed  information  about the
Portfolio, including its 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 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 1-202-942-8090.  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
electronic request at the following E-mail address: [email protected].










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

                                      21



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