Item 77C Submission of matters to a vote of security holders
A special meeting of the shareholders of FFTW Funds, Inc. was held on November
19, 1999. The results of votes taken among
shareholders on proposals are listed below.
For the Worldwide Portfolio and the Worldwide-Hedged Portfolio
Proposal 1
To approve revised Advisory Agreements between the Fund on behalf of the
Portfolios and Fischer Francis Trees & Watts, Inc. (the
"Investment Adviser").
Pass/Fail
Worldwide Portfolio Fail
Worldwide-Hedged Portfolio Pass
Proposal 2
To approve revised Sub-Advisory Agreements between the Investment Adviser on
behalf of the Portfolios and Fischer Francis Trees and Watts (the "Investment
Sub-Adviser").
Pass/Fail
Worldwide Portfolio Fail
Worldwide-Hedged Portfolio Pass
Proposal 3
To reclassify, revise or eliminate certain fundamental investment restrictions
of the Portfolios.
Proposal 3A: Repurchase Agreements
Proposed that this fundamental restriction be reclassified as a non-fundamental
restriction: "The Portfolio may not enter into repurchase agreements if, as a
result thereof, more than 25% of its total assets would be subject to
repurchase agreements."
Pass/Fail
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
Proposal 3B: Purchasing or Selling of Commodities
Proposed Text: "Each Portfolio may not purchase or sell physical commodities or
related commodity contracts."
Pass/Fail
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
For the U.S. Short-Term Portfolio
Proposal 1
To approve a revised Advisory Agreements between the Fund on behalf of the
Portfolio and Fischer Francis Trees and Watts, Inc. (the "Investment Adviser");
Pass/Fail
U.S. Short-Term Portfolio Fail
Proposal 2
To reclassify, revise or eliminate certain fundamental investment restrictions
of the Portfolio;
Proposal 2A: Diversification
Proposed Text: "The Portfolio may not invest more than 5% of its total assets
in the securities of any issuer (other than securities issued by the U.S.
Government, its agencies and instrumentalitites, and repurchase agreements),
or purchase of more than 10% of the voting securities of any one issuer, with
respect to 75% of the Portfolio's assets."
Pass/Fail
U.S. Short-Term Portfolio Pass
Proposal 2B: Repurchase Agreements
Proposed that this fundamental restriction be reclassified as a non-fundamental
restriction: "The Portfolio may not enter into repurchase agreements if, as a
result thereof, more than 25% of its total assets would be subject to
repurchase agreements."
Pass/Fail
U.S. Short-Term Portfolio Pass
Proposal 2C: Industry Concentration
Proposed Text: "The Portfolio may not invest more than 25% of its total assets
in the securities of any industry (other than U.S. Government Securities, the
banking industry and the finance industry). For purposes of this test, finance
will be deemed to include all asset-backed securities."
Pass/Fail
U.S. Short-Term Portfolio Pass
Proposal 2D: Purchasing or Selling of Commodities
Proposed Text: "Each Portfolio may not purchase or sell physical commodities or
related commodity contracts."
Pass/Fail
U.S. Short-Term Portfolio Pass
For all active portfolios:
Proposal 1
To elect the following Directors of the Fund*:
Stephen P. Casper
Saul H. Hymans
Andrea Redmond
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Pass
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Pass
Emerging Markets Portfolio Pass
* Additionally, the following individuals will continue to serve as Directors
of the Fund:
John C Head III
Lawrence B. Krause
Onder John Olcay
Proposal 2
To reclassify, revise, or eliminate certain fundamental investment restrictions
of the Portfolios;
Proposal 2A: Borrowing Money
Proposed Text: "Portfolios may not borrow money, except in conformity with the
limits set forth in the 1940 Act; notwithstanding the foregoing, short-term
credits necessary for settlement of securities of transactions are not
considered borrowings."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Fail
Proposal 2B: Issuing Senior Securities
Proposed text: "Portfolios may not issue senior securities, except to the
extent permitted under the 1940 Act."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Fail
Proposal 2C: Purchasing Securities on Margin
Proposed that this fundamental restriction be reclassified as a non-fundamental
restriction: "Portfolios may not purchase securities on margin (although
deposits referred to as "margin" will be made in connection with investments in
futures contracts, as explained above, and a Portfolio may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities)." Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Fail
Proposal 2D: Making Short Sales of Securities
Proposed that this fundamental restriction be eliminated: "Portfolios may not
make short sales of securities (does not include options, futures, options on
futures or forward currency contracts)."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Fail
Proposal 2E: Investing for Control
Proposed that this fundamental restriction be reclassified as a non-fundamental
restriction: "Portfolios may not invest in companies for the purpose of
exercising control or management."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Pass
Proposal 2F: Investing in Issuers in which Fund Management Invests
Proposed that this fundamental restriction be reclassified as a non-fundamental
restriction: "Each Portfolio is prohibited from purchasing or retaining
securities of any issuer if the officers, directors or trustees of the Fund,
or its advisors, or managers own beneficially more than one half of one percent
of the securities of an issuer, or together own beneficially more than five
percent of the securities of that issuer."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Pass
Proposal 2G: Investing in Other Investment Companies
Proposed that this fundamental restriction be eliminated: "Each Portfolio is
prohibited from the investment in securities of other investment companies,
except by purchase in the open market where no commission or profit to sponsor
or dealer results from the purchase other than the customary broker's
commission, or except when the purchase is part of a plan of merger,
consolidation,reorganization or acquisition."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Pass
Proposal 2H: Investing in Unseasoned Issuers or Restricted Securities
Proposed that this fundamental restriction be reclassified as a non-fundamental
restriction: "Each Portfolio is prohibited from the investment of more than
fifteen percent (15%) of (the Portfolio's) total assets in the securities of
issuers which together with any predecessors have a record of less than three
years continuous operation or securities of issuers which are restricted as to
disposition."
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Fail
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Fail
Emerging Markets Portfolio Pass
Proposal 3:
Ratification of the selection of KPMG LLP as Independent Auditors.
Pass/Fail
U.S. Short-Term Portfolio Pass
Limited Duration Portfolio Pass
Mortgage-Backed Portfolio Pass
Global Tactical Exposure Portfolio Pass
Worldwide Portfolio Pass
Worldwide-Hedged Portfolio Pass
International Portfolio Pass
Emerging Markets Portfolio Pass
