FORTIS MONEY PORTFOLIOS INC, 485BPOS, 1996-01-31

FORTIS MONEY PORTFOLIOS INC
485BPOS, 1996-01-31

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<PAGE>

File No. 2-65182
FISCAL YEAR END - September 30

Registrant proposes that
this amendment will become
effective:
60 days after filing
---
As of the filing date
---
As of February 1, 1996 X
---------------- ---
Pursuant to Rule 485:
paragraph (a)
---
paragraph (b) X
---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 X
---

Post-Effective Amendment Number 22

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 X
---

FORTIS MONEY PORTFOLIOS, INC.
(Exact Name of Registrant as Specified in Charter)

500 Bielenberg Drive, Woodbury, Minnesota 55125
- ------------------------------------------------
(Address of Principal Executive Offices)

Registrant's Telephone Number: (612) 738-4000

Scott R. Plummer, Esq., Asst. Secretary (Same address as above)
- ---------------------------------------------------------------
(Name and Address of Agent for Service)

Copy to:
Michael J. Radmer, Esq.
Dorsey & Whitney P.L.L.P.
220 South Sixth Street
Minneapolis, MN 55402

Pursuant to Section 270.24f-2 of the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Rule 24f-2 Notice for the Registrant's most recent
fiscal year was filed on November 24, 1995.
<PAGE>

FORTIS MONEY PORTFOLIOS, INC.
Registration Statement on Form N-1A
- -----------------------------------------------------------------
CROSS REFERENCE SHEET
Pursuant to Rule 481 and Instruction F1 of Form N-1A
- -----------------------------------------------------------------
N-1A
Item No.
- --------
PART A (PROSPECTUS) PROSPECTUS HEADING
- ------------------- ------------------

1. Cover Page . . . . . . . . . . . . . . . COVER PAGE
(no caption)
2. Synopsis (optional). . . . . . . . . . . SUMMARY OF FUND EXPENSES
3. Condensed Financial Information. . . . . FINANCIAL HIGHLIGHTS
4. General Description of Registrant. . . . ORGANIZATION AND CLASSIFICATION;
INVESTMENT OBJECTIVES AND POLICIES
5. Management of the Fund . . . . . . . . . MANAGEMENT
6. Capital Stock and Other Securities . . . CAPITAL STOCK; SHAREHOLDER
INQUIRIES; DIVIDEND DISTRIBUTIONS;
TAXATION
7. Purchase of Securities Being Offered . . HOW TO BUY FUND SHARES; VALUATION
OF SECURITIES
8. Redemption or Repurchase . . . . . . . . REDEMPTION
9. Pending Legal Proceedings. . . . . . . . None

PART B (STATEMENT OF ADDITIONAL INFORMATION) STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------- -----------------------------------
HEADING
-------
10. Cover Page. . . . . . . . . . . . . . . COVER PAGE
(no caption)
11. Table of Contents . . . . . . . . . . . TABLE OF CONTENTS
12. General Information and History . . . . ORGANIZATION AND CLASSIFICATION
13. Investment Objectives and Policies. . . INVESTMENT OBJECTIVES AND POLICIES
14. Management of the Fund. . . . . . . . . DIRECTORS AND EXECUTIVE OFFICERS
15. Control Persons and Principal
Holders of Securities . . . . . . . . . CAPITAL STOCK
16. Investment Advisory and Other Services. INVESTMENT ADVISORY AND
OTHER SERVICES
17. Brokerage Allocation. . . . . . . . . . PORTFOLIO TRANSACTIONS
18. Capital Stock and Other Securities. . . CAPITAL STOCK
19. Purchase, Redemption, and Pricing of
Securities Being Offered. . . . . . . . COMPUTATION OF NET ASSET VALUE AND
PRICING; SPECIAL PURCHASE PLANS;
REDEMPTION
20. Tax Status. . . . . . . . . . . . . . . TAXATION
21. Underwriters. . . . . . . . . . . . . . UNDERWRITER
22. Calculations of Yield Quotations of
Money Market Funds. . . . . . . . . . . YIELD INFORMATION
23. Financial Statements. . . . . . . . . . FINANCIAL STATEMENTS

<PAGE>

PART A
PROSPECTUS

<PAGE>
DATED FEBRUARY 1, 1996

MAILING ADDRESS:
P.O. Box 64284
St. Paul
Minnesota 55164

STREET ADDRESS:
500 Bielenberg Drive
Woodbury
Minnesota 55125

Telephone: (612) 738-4000
Toll Free: (800) 800-2638, Ext. 3012

- -------------------------------------------------------
FORTIS
MONEY FUND
PROSPECTUS
(A money market fund)

FORTIS MONEY FUND (THE "FUND") IS A PORTFOLIO OF FORTIS MONEY PORTFOLIOS, INC.
("FORTIS MONEY"). THE FUND'S SHARES ARE OF FOUR CLASSES (A, B, H, AND C), EACH
WITH DIFFERENT SALES ARRANGEMENTS AND EXPENSES. THIS PROSPECTUS CONCISELY SETS
FORTH THE INFORMATION A PROSPECTIVE INVESTOR SHOULD KNOW ABOUT THE FUND BEFORE
INVESTING. INVESTORS SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE. THE
FUND HAS FILED A STATEMENT OF ADDITIONAL INFORMATION (ALSO DATED FEBRUARY 1,
1996) WITH THE SECURITIES AND EXCHANGE COMMISSION. THE STATEMENT OF ADDITIONAL
INFORMATION IS AVAILABLE FREE OF CHARGE FROM FORTIS INVESTORS, INC.
("INVESTORS") AT THE ABOVE MAILING ADDRESS OF THE FUND, AND IS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS IN ACCORDANCE WITH THE COMMISSION'S RULES.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE. SHARES IN THE FUND ARE NOT DEPOSITS
OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK; ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY; AND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS
OF PRINCIPAL.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

FORTIS-REGISTERED TRADEMARK- and
Fortis-Registered Trademark- are
registered FORTIS
servicemarks of Fortis AMEV and Fortis SOLID ANSWERS FOR A CHANGING
AG. WORLD-REGISTERED TRADEMARK-
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Class Shares.................................. 2
Summary of Fund Expenses...................... 3
Financial Highlights.......................... 3
Organization and Classification............... 4
Investment Objectives and Policies............ 4
Management.................................... 5
- Board of Directors...................... 5
- The Investment Adviser/Transfer
Agent/Dividend Agent.................. 5
- The Underwriter and Distribution
Expenses.............................. 5
- Fund Expenses........................... 6
- Brokerage Allocation.................... 6
Valuation of Securities....................... 6
Capital Stock................................. 6
Dividend Distributions........................ 7
Taxation...................................... 7
How To Buy Fund Shares........................ 7
- General Purchase Information............ 7
- Alternative Purchase Arrangements....... 7
- Class A Shares--New Purchases or
Exchanges from other Fortis funds'
Class A Shares........................ 7
- Class B and H Shares--Exchanges from
other Fortis funds' Class B or H
Shares................................ 7
- Class C Shares--Exchanges from other
Fortis funds' Class C Shares.......... 8
- Special Purchase Plans.................. 8
Redemption.................................... 8
- Generally............................... 8
- Expedited Redemption by Wire............ 9
- Expedited Telephone Redemption.......... 9
- Check Withdrawal Option................. 9
- Systematic Withdrawal Plan.............. 10
Yield Information............................. 10
Shareholder Inquiries......................... 10
Account Application........................... 11
ACH Authorization Agreement................... 14
</TABLE>

No broker-dealer, sales representative, or other person has been authorized to
give any information or to make any representations other than those contained
in this Prospectus, and if given or made, such information or representations
must not be relied upon as having been authorized by the Fund or Investors. This
Prospectus does not constitute an offer or solicitation by anyone in any state
in which such offer or solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so, or to any person to
whom it is unlawful to make such offer or solicitation.

CLASS SHARES

The Fund offers investors four classes of shares. New purchases must be made
into Class A, while exchanges from other Fortis funds must be made into the same
class as the class being exchanged from the other Fortis Fund.

CLASS A SHARES. Class A shares are subject to an annual Rule 12b-1 fee of .2% of
average daily net assets attributable to Class A shares. This fee is lower than
the other classes and therefore Class A shares have lower expenses and pay
higher dividends. See "How to Buy Fund Shares--Class A Shares."

CLASS B AND H SHARES. Class B and H shares both are subject to a contingent
deferred sales charge of 4% if redeemed within two years of purchase, with
declining charges for redemptions thereafter up to six years after purchase.
Class B and H shares are also subject to a higher annual Rule 12b-1 fee than
Class A shares--1.00% of the Fund's average daily net assets attributable to
Class B or H shares, as applicable. However, after eight years, Class B and H
shares automatically will be converted to Class A shares at no charge to the
investor, resulting in a lower Rule 12b-1 fee thereafter. Class B and H shares
will have a higher expense ratio and pay lower dividends than Class A shares due
to the higher Rule 12b-1 fee and any other class specific expenses. See "How to
Buy Fund Shares--Class B and H Shares."

CLASS C SHARES. As with Class B and H shares, Class C shares are subject to the
higher annual Rule 12b-1 fee of 1.00% of the Fund's average daily net assets
(attributable to Class C shares). Class C shares are subject to a contingent
deferred sales charge of 1% if redeemed within one year of purchase. As with
Class B and H shares, Class C shares will have a higher expense ratio and pay
lower dividends than Class A shares due to the higher Rule 12b-1 fee and any
other class specific expenses. While Class C shares, unlike Classes B and H, do
not convert to Class A shares, they are subject to a lower contingent deferred
sales charge (1%) than Class B or H shares and do not have to be held for as
long a time (one year) to avoid paying the contingent deferred sales charge. See
"How to Buy Fund Shares--Class C Shares."

2
<PAGE>
SUMMARY OF FUND EXPENSES

ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
CLASS B
CLASS A AND H CLASS C
SHARES SHARES SHARES
--------- --------- ---------
<S> <C> <C> <C>
Management Fees......................... .40% .40% .40%
12b-1 fees.............................. .20% 1.00% 1.00%
Other Expenses.......................... .31% .31% .31%
--
--- ---
TOTAL FUND OPERATING EXPENSES....... .91% 1.71% 1.71%
</TABLE>

The purpose of these tables is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear, whether
directly or indirectly. For a more complete description of the various costs and
expenses, see "Management" and "How to Buy Fund Shares."

EXAMPLE
You would pay the following expenses on a $1,000 investment over various time
periods assuming: (1) 5% annual return; and (2) redemption at the end of each
time period. This example includes conversion of Class B and H shares to Class A
shares after eight years and a waiver of deferred sales charges on Class B and H
shares of 10% of the amount invested. See "Contingent Deferred Sales
Charge--Class B, H, and C Shares."

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- -------- -------- ---------
<S> <C> <C> <C> <C>
Class A Shares.......................... $ 9 $ 29 $ 50 $ 112
Class B and H Shares.................... $ 53 $ 81 $ 111 $ 181
Class C Shares.......................... $ 27 $ 54 $ 93 $ 202
</TABLE>

The above example should not be considered a representation of past or future
expenses or performance. Actual expenses may be greater or less than those
shown.

Assuming no redemption, the Class B, H, & C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Class B & H Shares...................... $ 17 $ 54 $ 93 $ 181
Class C Shares.......................... $ 17 $ 54 $ 93 $ 202
</TABLE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the period)
The information below has been derived from audited financial statements and
should be read in conjunction with the financial statements of the Fund and the
independent auditors' report of KPMG Peat Marwick LLP found in the Fund's 1995
Annual Report to Shareholders, which may be obtained without charge.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
NINE-MONTH
YEAR ENDED PERIOD ENDED
SEPTEMBER 30, SEPTEMBER 30, YEAR ENDED DECEMBER 31,
CLASS A SHARES 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period............. $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- --------------------------------------------------------------------------------------------------------------------------------
Operations:
Investment income
-- net........... .05 .03 .02 .03 .04 .07 .08 .07 .06 .06
- --------------------------------------------------------------------------------------------------------------------------------
Distributions to
shareholders:
From investment
income -- net.... (.05) (.03) (.02) (.03) (.04) (.07) (.08) (.07) (.06) (.06)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end
of period.......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- --------------------------------------------------------------------------------------------------------------------------------
Total Return**...... 5.03% 2.92% 2.36% 3.61% 4.36% 7.71% 8.59% 6.85% 6.20% 6.13%
Net assets end of
period (000s
omitted)........... $ 105,472 $105,659 $ 94,399 $ 98,302 $121,003 $ 115,791 $ 99,374 $ 70,699 $ 72,791 $ 67,700
Ratio of expenses to
average daily net
assets............. .91% .88% .93% .83% .82%* .84% .90% .96% .90% .95%
Ratio of net
investment income
to average daily
net assets......... 4.91% 2.92% 2.34% 3.59% 5.70%* 7.40% 8.26% 6.66% 6.03% 5.97%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
CLASS B# CLASS H**** CLASS C***
SHARES SHARES SHARES
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period.... -- $1.00 $1.00
- ----------------------------------------------------------------------------------
Operations:
Investment income -- net.............. -- .02 .01
- ----------------------------------------------------------------------------------
Distributions to shareholders:
From investment income -- net......... -- (.02) (.01)
- ----------------------------------------------------------------------------------
Net asset value, end of period.......... -- $1.00 $1.00
- ----------------------------------------------------------------------------------
Total Return**.......................... -- 2.52% 1.33%
Net assets at end of period (000's
omitted)............................... -- $ 122 $ 9
Ratio of expenses to average daily net
assets................................. -- 1.71%* 1.71%*
Ratio of net investment income to
average daily net assets............... -- 4.43%* 4.46%*
- ----------------------------------------------------------------------------------
</TABLE>

* Annualized.
** These are the Portfolio's total returns during the periods, including
reinvestment of all distributions from net investment income.
*** For the period from June 14, 1995 (date of first investment) to September
30, 1995.
**** For the period from March 16, 1995 (date of first investment) to September
30, 1995.
# No Activity for the period from November 14, 1994 (commencement of
operations) to September 30, 1995.

3
<PAGE>
ORGANIZATION AND CLASSIFICATION

The Fund is the only established series of Fortis Money. Fortis Money was
incorporated under Minnesota law in 1979, and is registered with the Securities
and Exchange Commission under the Investment Company Act of 1940 (the "1940
Act") as an "open-end diversified management investment company".

INVESTMENT OBJECTIVES AND POLICIES

The Fund's objective is maximum current income to the extent consistent with
stability of principal through investment in money market instruments maturing
in 397 days or less.

The Fund is subject to the investment restrictions of Rule 2a-7 under the 1940
Act. Rule 2a-7 requires that all investments by the Fund be limited to United
States dollar-denominated investments that: (1) present "minimal credit risks,"
and (2) are at the time of acquisition "Eligible Securities." Eligible
Securities include, among others, securities that are rated by two Nationally
Recognized Statistical Rating Organizations ("NRSROs") in one of the two highest
categories for short-term debt obligations, such as A-1 or A-2 by Standard &
Poor's Corporation ("Standard & Poor's") or P-1 or P-2 by Moody's Investors
Service, Inc. ("Moody's"). It is the responsibility of Advisers to determine
that the Fund's investments present only "minimal credit risks" and are Eligible
Securities. The Fund's Board of Directors has established written guidelines and
procedures for Advisers and oversees Advisers' determination that the Fund's
portfolio securities present only "minimal credit risks" and are Eligible
Securities. Under Rule 2a-7, 95% of the assets of the Fund must be invested in
Eligible Securities that are deemed First Tier Securities, which include, among
others, securities rated by two NRSROs in the highest category (such as A-1 and
P-1). Rule 2a-7 requires that (1) a fund may not invest more than 5% of its
total assets in Second Tier Securities (I.E., Eligible Securities that are not
First Tier Securities) and (2) a fund's investment in Second Tier Securities of
a single issuer may not exceed the greater of 1% of the fund's total assets or
$1,000,000.

The Fund pursues its objective of maximum income and stability of principal by
investing exclusively in the following types of money market instruments which
mature in 397 days or less:

(1) Obligations of, or guaranteed by, the United States government, its
agencies or instrumentalities.

(2) Obligations of: (a) domestic or Canadian chartered banks having total
assets in excess of one billion dollars; and (b) foreign branches of domestic
banks, and domestic branches of foreign banks, where the parent bank has total
assets in excess of $1,000,000,000, or in foreign banks (or foreign branches of
foreign banks) where such banks have total assets in excess of $1,000,000,000,
or in other foreign issuers; provided, that no more than 49% of the Fund's total
assets may be invested in foreign branches of domestic banks and domestic
branches of foreign banks, foreign banks, foreign branches of foreign banks, and
other foreign issuers, collectively. Such obligations may include, but are not
limited to, certificates of deposit, letters of credit, and bankers'
acceptances. For this purpose, "bank" includes commercial banks, savings banks,
and savings and loan associations.

(3) Obligations of other domestic issuers (which include, for example,
commercial paper and other debt obligations) which meet the quality and other
standards of Rule 2a-7 (or successors thereto) under the 1940 Act.

(4) Repurchase agreements in connection with obligations which are suitable for
investment under the categories set forth above.

(5) The Fund may purchase obligations other than those listed above if the
obligation is accompanied by a guarantee of principal and interest provided that
the guarantee is that of a bank or other issuer whose certificates of deposit or
debt obligations may be otherwise purchased by the Fund; such obligations and
guarantees must be due within 397 days or less from the date of purchase.

In seeking to attain its investment objective, the Fund will have at least 25%
of its total assets invested collectively in obligations of foreign branches of
domestic banks, domestic branches of foreign banks, foreign banks, foreign
branches of foreign banks, and other foreign issuers, except when a more
defensive position is deemed warranted. The Fund may invest up to 5% of its
assets (at the time of investment) in securities of issuers which with their
predecessors have a record of less than three years continuous operation
(securities of such issuers will not be deemed to fall within this limitation if
they are guaranteed by an entity in continuous operation for more than three
years).

The above are fundamental policies, which may not be changed without shareholder
approval. The Fund is also subject to the following restrictions (at the time of
investment) which could be changed without shareholder approval: The Fund may
invest no more than 5% of its assets in savings banks; no more than 10% of its
assets in savings and loan associations; no more than 10% of its assets in
obligations of Canadian chartered banks; and no more than 10% of its net assets
in illiquid securities.

In investing in the above described money market securities, the Fund will
maintain a dollar weighted average portfolio maturity of 90 days or less.

The Fund may attempt to maximize the total return on its portfolio by trading to
take advantage of changing money market conditions and trends. The Fund may also
trade to take advantage of what are believed to be disparities in yield
relationships between different money market instruments. This procedure may
increase or decrease the portfolio yield, depending upon management's ability to
correctly time and execute such transactions. Since the Fund's assets will be
invested in securities with short maturities and the Fund will manage its
portfolio as described above, the Fund's portfolio of money market instruments
will turn over several times a year. However, this does not generally increase
the Fund's brokerage costs, since brokerage commissions as such are not usually
paid in connection with the purchase or sale of the instruments in which the
Fund invests. Since securities with maturities of less than one year are
excluded from required portfolio turnover rate calculations, the Fund's
portfolio turnover rate for reporting purposes will be zero. There are risks
associated with investing in instruments in which the Fund will invest,
including the possibility of price fluctuations due to changes in interest
rates, credit-worthiness, domestic and foreign economic and political
conditions, and so forth.

4
<PAGE>
The Fund may invest in variable amount master demand notes. These instruments
are short-term, unsecured promissory notes issued by corporations to finance
short-term credit needs.

Risks of Investing in Foreign Securities--Since the Fund's portfolio may contain
securities issued by foreign governments, or any of their political
subdivisions, agencies, or instrumentalities, and by foreign branches of
domestic banks, foreign subsidiaries of domestic banks, domestic and foreign
branches of foreign banks, and commercial paper and other obligations issued by
foreign issuers, the Fund may be subject to additional investment risks with
respect to such securities that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers, although such obligations may be higher yielding when compared to the
securities of U.S. domestic issuers. In making foreign investments, therefore,
the Fund will give appropriate consideration to the following factors, among
others.

Foreign securities markets generally are not as developed or efficient as those
in the United States. Securities of some foreign issuers are less liquid and
more volatile than securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in the United States
and, at times, volatility of price can be greater than in the United States. The
issuers of some of these securities, such as bank obligations, may be subject to
less stringent or different regulation than are U.S. issuers. In addition, there
may be less publicly available information about a non-U.S. issuer, and non-U.S.
issuers generally are not subject to uniform accounting and financial reporting
standards, practices, and requirements comparable to those applicable to U.S.
issuers.

Because evidences of ownership of such securities usually are held outside the
United States, the Fund will be subject to additional risks which include
possible adverse political and economic developments, possible seizure or
nationalization of foreign deposits, and possible adoption of governmental
restrictions which might adversely affect the payment of principal and interest
on the foreign securities or might restrict the payment of principal and
interest to investors located outside the country of the issuer, whether from
currency blockage or otherwise.

Furthermore, some of these securities are subject to brokerage taxes levied by
foreign governments, which have the effect of increasing the cost of such
investment and reducing the realized gain or increasing the realized loss on
such securities at the time of sale. Income earned or received by the Fund from
sources within foreign countries may be reduced by withholding and other taxes
imposed by such countries. Tax conventions between certain countries and the
United States, however, may reduce or eliminate such taxes. Advisers will
attempt to minimize such taxes by timing of transactions and other strategies,
but there can be no assurance that such efforts will be successful. All such
taxes paid by the Fund will reduce its net income available for distribution to
shareholders. Advisers will consider available yields, net of any required
taxes, in selecting foreign securities.

MANAGEMENT

BOARD OF DIRECTORS
Under Minnesota law, the Board of Directors of Fortis Money (the "Board of
Directors") has overall responsibility for managing Fortis Money in good faith,
in a manner reasonably believed to be in the best interests of Fortis Money, and
with the care an ordinarily prudent person would exercise in similar
circumstances. However, this management may be delegated.

The Articles of Incorporation of Fortis Money limit the liability of directors
to the fullest extent permitted by law.

THE INVESTMENT ADVISER/TRANSFER AGENT/DIVIDEND AGENT
Fortis Advisers, Inc. ("Advisers") is the investment adviser, transfer agent,
and dividend agent for the Fund. Advisers has been managing investment company
portfolios since 1949, and is indirectly owned 50% by Fortis AMEV and 50% by
Fortis AG, diversified financial services companies. In addition to providing
investment advice, Advisers is responsible for management of Fortis Money's
business affairs, subject to the overall authority of the Board of Directors.
Advisers' address is that of the Fund.

THE UNDERWRITER AND DISTRIBUTION EXPENSES
Fortis Investors, Inc. ("Investors"), a subsidiary of Advisers, is the Fund's
underwriter. Investors' address is that of the Fund. Investors reserves the
right to reject any purchase order. The following persons are affiliated with
both Investors and the Fund: Dean C. Kopperud is a director and officer of both;
Stephen M. Poling and Jon H. Nicholson are directors of Investors and officers
of both; and Dennis M. Ott, James S. Byrd, Robert C. Lindberg, Keith R. Thomson,
Larry A. Medin, Anthony J. Rotondi, Rhonda J. Schwartz, Robert W. Beltz, Jr.,
Thomas D. Gualdoni, Richard P. Roche, Tamara L. Fagely, John E. Hite, Carol M.
Houghtby and Scott R. Plummer are officers of both.

Pursuant to a Plan of Distribution adopted by the Fund under Rule 12b-1 under
the 1940 Act, a portion of the advisory fee the Fund pays Advisers is paid by
Advisers to Investors, to be used to compensate those who sell Fund shares, and
to pay certain other expenses of selling Fund shares. For the first $500 million
of fund assets, Advisers will receive a fee of .6% of Fund net assets. Of this
amount .2 of 1% of average net assets attributable to the Fund's shares will be
paid to Investors to be used to compensate those who sell Fund shares and to pay
certain other selling expenses. For Class B, H, and C shares, an additional .8
of 1% of average net assets attributable to such classes will be paid by the
Fund to Investors. These fees paid to Investors remain constant, although the
percentage fee paid to Advisers decreases as the Fund grows. While all of Class
A's Rule 12b-1 fee constitutes a "distribution fee", only 75% of Class B, H, and
C's Rule 12b-1 fees constitute distribution fees.

The higher distribution fee attributable to Class B, H, and C shares is designed
to permit an investor to purchase such shares through registered representatives
of Investors and other broker-dealers without the assessment of an initial sales
charge and at the same time to permit Investors to compensate its registered
representatives and other broker-dealers in connection with the sale of such
shares. This fee received by Investors for all classes will be used as follows:
If Fund shares are sold by a representative of a broker-dealer other than
Investors, the entire fee will be paid to such broker-dealer. If

5
<PAGE>
Fund shares are sold by a representative under contract to Investors, a portion
of the fee will be paid such representative and field supervisors, in such
proportions as may be determined from time to time, as set forth in written
agreements. The distribution fee on sales made by salaried employees with
securities licenses who are not entitled to receive additional compensation for
sales will be utilized as described below. If for any reason a representative or
a supervisor is not entitled to the distribution fee, such monies may be spent
by Investors on any activities primarily intended to result in the sale of Fund
shares, including, by way of example, but not by way of limitation: costs of
prospectuses for other than current shareholders; preparation and distribution
of sales literature; advertising of any type; expenses of branch offices
provided jointly by Investors and affiliated insurance companies; and
compensation paid to and expenses incurred by officers, employees or
representatives of Investors or of other broker-dealers, banks, or other
financial institutions, including travel, entertainment, and telephone expenses.

A portion of the Rule 12b-1 fee equal to .25% of the average net assets of the
Fund attributable to the Class B, H, and C shares, constitutes a shareholder
servicing fee designed to compensate Investors for the provision of certain
services to shareholders. The services provided may include personal services
provided to shareholders, such as answering shareholder inquiries regarding the
Funds and providing reports and other information, and services related to the
maintenance of shareholder accounts. Investors may use the Rule 12b-1 fee to
make payments to qualifying broker-dealers and financial institutions that
provide such services.

Investors may also enter into sales or servicing agreements with certain
institutions such as banks ("Service Organizations") which have purchased shares
of the Fund for the accounts of their clients, or which have made Fund shares
available for purchase by their clients, and/or which provide continuing service
to such clients. The Glass-Steagall Act and other applicable laws prohibit
certain banks from engaging in the business of underwriting securities. In such
circumstances, Investors, if so requested, will engage such banks as Service
Organizations only to perform administrative and shareholder servicing
functions, but at the same fees and other terms applicable to dealers. (If a
bank were later prohibited from acting as a Service Organization, its
shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing servicing of such shareholders would be
sought.) In such event changes in the operation of the Fund might occur and a
shareholder serviced by such bank might no longer be able to avail itself of any
automatic investment or other services then being provided by the Bank. (State
securities laws on this issue may differ from the interpretations of Federal law
expressed above and banks and other financial institutions may be required to
register as dealers pursuant to state law.)

FUND EXPENSES
For the most recent fiscal year, the ratio of the Fund's total operating
expenses as a percentage of average daily net assets were .91%, 1.71% and 1.71%
for Class A, Class B and H and Class C respectively. Included in these totals
were the advisory fees paid to Advisers, which equaled .60% 1.40% and 1.40% of
Class A, Class B and H and Class C's respective average daily net assets
(including the distribution fees and, for Classes B, H and C, the shareholder
servicing fees referred to under "The Underwriter and Distribution Expenses").
The Fund reimbursed Advisers $89,967 for transfer agent expenses for the fiscal
year ended September 30, 1995.

BROKERAGE ALLOCATION
Advisers may consider sales of shares of the Fund, and of other funds advised by
Advisers, as a factor in the selection of broker-dealers to execute Fund
securities transactions when it is believed that this can be done without
causing the Fund to pay more in brokerage commissions than it would otherwise.

VALUATION OF SECURITIES

The public offering price of Fund shares is determined once daily, and is equal
to the net asset value per share of the shares next calculated after receipt of
the purchase order. Net asset value is the value of the securities owned by the
Fund, plus cash or other assets, less liabilities, divided by the number of Fund
shares outstanding. The net asset value of the Fund's shares is determined as of
the primary closing time for business on the Exchange on each day on which the
Exchange is open. DIVIDENDS BEGIN TO ACCRUE THE NEXT BUSINESS DAY AFTER THE
INVESTOR BECOMES A SHAREHOLDER.

The Board of Directors expects that the net asset value per share will
ordinarily be $1.00. The Fund's total assets are determined by valuing the
portfolio securities at amortized cost in accordance with Rule 2a-7 under the
1940 Act, as amended. While this method provides certainty in valuation, it may
result in periods during which value, as determined by amortized cost, is higher
or lower than the price the Fund would receive if it sold its portfolio. Under
the direction of the Board of Directors, certain procedures have been adopted to
monitor and stabilize the price per share. Calculations are made to compare the
value of the Fund's portfolio valued at amortized cost with market values.
Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In the event that a
deviation of 1/2 of 1% or more exists between the Fund's $1.00 per share net
asset value and the net asset value calculated by reference to market
quotations, or if there is any other deviation which the Board of Directors
believes would result in a material dilution to shareholders or purchasers, the
Board of Directors will promptly consider what action, if any, should be
initiated. See "Computation of Net Asset Value and Pricing" in the Statement of
Additional Information.

CAPITAL STOCK

The Fund may offer additional classes of shares. The Fund currently offers its
shares in four classes, each with differing sales arrangements and bearing
different expenses. Class A, B, H, and C shares each represent interests in the
assets of the Fund and have identical voting, dividend, liquidation, and other
rights on the same terms and conditions except that expenses related to the
distribution of each class are borne solely by such class and each class of
shares has exclusive voting rights with respect to provisions of the Fund's Rule
12b-1 distribution plan which pertain to that particular class and other matters
for which separate class voting is appropriate under applicable law.

6
<PAGE>
DIVIDEND DISTRIBUTIONS

On each day the New York Stock Exchange (the "Exchange") is open, the Fund will
declare a dividend of all its net income to shareholders of record as of 3:00
p.m., Central Time, the preceding business day. Net income will include accrued
interest and earned discount, less amortized premium and accrued expenses. Such
dividends will be reinvested in additional Fund shares of the same class unless
the shareholder sends the Fund a written request that they be sent to the
shareholder or reinvested (at net asset value) in shares of the same class of
another Fortis fund.

Distributions paid by the Fund with respect to all classes of shares will be
calculated in the same manner, at the same time, on the same day, and will be in
the same amount, except that the higher Rule 12b-1 fees applicable to Class B,
H, and C shares will be borne exclusively by such shares. The per share
dividends on Class B, H, and C shares will be lower than those on Class A shares
as a result of the higher Rule 12b-1 fees applicable to Class B, H, and C
shares.

Dividends will be reinvested monthly, on the last business day of each month. If
they are to be reinvested in other Fortis funds, processing normally takes up to
three business days. If cash payment is requested, checks will be mailed within
five business days after the end of the month. If shareholders withdraw their
entire account, all dividends accrued from the last payment date to the time of
withdrawal will be paid at that time.

Shareholders who have cash dividends will receive a monthly confirmation
statement, while those who have dividends reinvested will receive a quarterly
confirmation statement.

TAXATION

Dividends are taxable as ordinary income to shareholders, whether paid in cash
or reinvested.

HOW TO BUY FUND SHARES

GENERAL PURCHASE INFORMATION

MINIMUM AND MAXIMUM INVESTMENTS
A minimum initial investment of $500 normally is required. An exception to this
minimum (except on wire orders) is the "Systematic Investment Plan" ($25 per
month by "Pre-authorized Check Plan" or $50 per month on any other basis). The
minimum subsequent investment normally is $50, again subject to the above
exceptions.

INVESTING BY WIRE
A shareholder having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares ($500 minimum) by requesting their
banks to transmit immediately available funds (Federal Funds) by wire to:

First Bank National Association
ABA #091000022, credit account no: 1-702-2514-1341
Fortis Funds Purchase Account
For further credit to __________________________________________________________
(name of client)
Fortis Account NBR _____________________________________________________________

Before making an initial investment by wire, your broker-dealer must first
telephone Investors at the number on the cover page of this Prospectus to open
your account and obtain your account number. In addition, the Account
Application which accompanies this Prospectus must be promptly forwarded to
Investors at the mailing address in the "Investing by Mail" section of this
Prospectus. Additional investments may be made at any time by having your bank
wire Federal Funds to the above address for credit to your account. Such
investments may be made by wire even if the initial investment was by mail.

INVESTING BY MAIL (ADDRESS: CM-9614, ST. PAUL, MN 55170-9614)
The Account Application which accompanies this Prospectus must be completed,
signed, and sent with a check or other negotiable bank draft, payable to "Fortis
Funds." Additional purchases may be made at any time by mailing a check or other
negotiable bank draft along with your confirmation stub. The account to which
the subsequent purchase is to be credited should be identified as to the name(s)
of the registered owner(s) and by account number.

ALTERNATIVE PURCHASE ARRANGEMENTS
The Fund offers investors four classes of shares which bear different expenses.
The inside front cover of the Prospectus contains a summary of these alternative
purchase arrangements. A broker-dealer may receive different levels of
compensation depending on which class of shares is sold.

CLASS A SHARES--NEW PURCHASES OR EXCHANGES FROM OTHER FORTIS FUNDS' CLASS A
SHARES

RULE 12B-1 FEES. Class A shares are subject to a Rule 12b-1 fee payable at an
annual rate of .2% of the average daily net assets of the Fund attributable to
such shares. For additional information, see "Management--The Underwriter and
Distribution Expenses."

CLASS B AND H SHARES--EXCHANGES FROM OTHER FORTIS FUNDS' CLASS B OR H SHARES
As with Class A shares, the public offering price of Class B and H shares is the
net asset value of the Fund's shares. Such shares are sold without an initial
sales charge so that the Fund receives the full amount of the investor's
purchase. However, a contingent deferred sales charge ("CDSC") of 4% will be
imposed if Class B or H shares are redeemed within two years of purchase, with
lower CDSCs as follows if redemptions occur later.

3 years -- 3%
4 years -- 3%
5 years -- 2%
6 years -- 1%

For additional information, see "Redemption--Contingent Deferred Sales Charge."
In addition, Class B and H shares are subject to higher annual Rule 12b-1 fees
as described below.

Proceeds from the CDSC are paid to Investors and are used to defray its expenses
related to providing distribution-related services to the Fund in connection
with the sale of Class B and H shares, such as the payment of compensation to
selected broker-dealers, and for selling such shares. The combination of the
CDSC and the Rule 12b-1 fee enables the Fund to sell such shares without
deduction of a sales charge at the time of purchase.

RULE 12B-1 FEES. Class B and H shares are subject to a Rule 12b-1 fee payable at
an annual rate of 1.00% of the average daily net assets

7
<PAGE>
of the Fund attributable to such shares. The higher Rule 12b-1 fee will cause
Class B and H shares to have a higher expense ratio and to pay lower dividends
than Class A shares. For additional information about this fee, see
"Management--The Underwriter and Distribution Expenses."

CONVERSION TO CLASS A SHARES Class B and H shares (except for those purchased by
reinvestment of dividends and other distributions) will automatically convert to
Class A shares after eight years. Each time any such shares in the shareholder's
account convert to Class A, a proportionate amount of the Class B and H shares
purchased through the reinvestment of dividends and other distributions paid on
such shares will also convert to Class A.

CLASS C SHARES--EXCHANGES FROM OTHER FORTIS FUNDS' CLASS C SHARES
As with Class A shares, the public offering price of Class C shares is the net
asset value of such shares. Class C shares are sold without an initial sales
charge so that the Fund receives the full amount of the investor's purchase.
However, a CDSC of 1% will be imposed if Class C shares are redeemed within one
year of purchase. For additional information, see "Redemption--Contingent
Deferred Sales Charge." In addition, Class C shares are subject to higher annual
Rule 12b-1 fees as described below.

Proceeds from the CDSC are paid to Investors and are used to defray its expenses
related to providing distribution-related services to the Fund in connection
with the sale of Class C shares, such as the payment of compensation to selected
broker-dealers, and for selling Class C shares. The combination of the CDSC and
the Rule 12b-1 fee enables the Fund to sell the Class C shares without deduction
of a sales charge at the time of purchase.

RULE 12B-1 FEES. Class C shares are subject to a Rule 12b-1 fee payable at an
annual rate of 1.00% of the average daily net assets of the Fund attributable to
such shares. The higher Rule 12b-1 fee will cause Class C shares to have a
higher expense ratio and to pay lower dividends than Class A shares. For
additional information about this fee, see "Management--The Underwriter and
Distribution Expenses."

SPECIAL PURCHASE PLANS
For information on any of the following special purchase or exchange plans, see
the Statement of Additional Information or contact your broker-dealer or sales
representative.

TAX SHELTERED RETIREMENT PLANS Individual Retirement Accounts ("IRAs"), Keogh,
Pension, Profit Sharing, and 403(b) accounts are available.

GIFTS OR TRANSFERS TO MINOR CHILDREN Adults can make an irrevocable gift or
transfer of up to $10,000 annually per child ($20,000 for married couples) to as
many children as they choose without having to file a Federal gift tax return.

SYSTEMATIC INVESTMENT PLAN Voluntary $25 or more per month purchases by
automatic financial institution transfers (see ACH Authorization Agreement in
this Prospectus) or $50 or more per month by any other means.

TRANSFER PRIVILEGE Class A Fund shares may be transferred to shares of any class
of another Fortis fund unless the shares have incurred a sales charge, in which
case they may only be transferred to Class A shares of the other fund. If
transferred to another fund's Class A shares, such other fund's sales charge
must be paid. If transferred to another Class of another Fortis fund, the shares
cannot later be transferred back into Class A shares of the Fund. Class B, H,
and C Fund shares may be transferred among other funds of the same class managed
by Advisers. Shareholders of other Fortis funds may transfer their shares for
Fund shares of the same class. However, the shares of the Fund will remain
subject to any contingent deferred sales charge of the fund transferred out of.
(See "Contingent Deferred Sales Charge" in the prospectus of the fund
transferred out of.) A shareholder initiates a transfer by writing to or
telephoning his or her broker-dealer, sales representative, or the Fund
regarding the shares to be transferred. Telephone transfers will be permitted
only if the shareholder completes and returns the Telephone Transfer
Authorization Form. During times of chaotic economic or market circumstances, a
shareholder may have difficulty reaching his or her broker-dealer, sales
representative, or the Fund by telephone. Consequently, a telephone transfer may
be difficult to implement at those times. (see "Redemption".)

Advisers reserves the right to restrict the frequency of--or otherwise modify,
condition, terminate, or impose charges upon--the transfer privilege, all with
30 days notice to shareholders.

REDEMPTION

GENERALLY
Registered holders of Fund shares may redeem their shares without any charge at
the per share net asset value next determined following receipt by the Fund of a
written redemption request in proper form (and a properly endorsed stock
certificate if one has been issued).

Any certificates should be sent to the Fund by certified mail. Share
certificates and/or stock powers, if any, tendered in redemption must be
endorsed and executed exactly as the Fund shares are registered. If the
redemption proceeds are to be paid to the registered holder and sent to the
address of record, normally no signature guarantee is required unless Advisers
does not have the shareholder's signature on file and the redemption proceeds
are greater than $25,000. However, for example, if the redemption proceeds are
to be paid to someone other than the registered holder, sent to a different
address, or the shares are to be transferred, the owner's signature must be
guaranteed by a bank, broker (including government or municipal), dealer
(including government or municipal), credit union, national securities exchange,
registered securities association, clearing agency, or savings association.

Class A shares may be registered in broker-dealer "street name accounts" only if
the broker-dealer has a selling agreement with Investors. In such cases,
instructions from the broker-dealer are required to redeem shares or transfer
ownership and transfer to another broker-dealer requires the new broker-dealer
to also have a selling agreement with Investors. If the proposed new
broker-dealer does not have a selling agreement with Investors, the shareholder
can, of course, leave the shares under the original street name account or have
the broker-dealer transfer ownership to the shareholder's name.

8
<PAGE>
An individual shareholder (or in the case of multiple owners, any shareholder)
may orally redeem up to $25,000 worth of their shares, provided that the account
is not a tax-qualified plan, the check will be sent to the address of record,
and the address of record has not changed for at least 30 days. During times of
chaotic economic or market circumstances, a shareholder may have difficulty
reaching his or her broker-dealer, sales representative, or the Fund by
telephone. Consequently, a telephone redemption may be difficult to implement at
those times. If a shareholder is unable to reach the Fund by telephone, written
instructions should be sent. Advisers reserves the right to modify, condition,
terminate, or impose charges upon this telephone redemption privilege, with 30
days notice to shareholders. Advisers, Investors, and Fortis Money will not be
responsible for, and the shareholder will bear the risk of loss from, such
instructions, including fraudulent instructions, which are reasonably believed
to be genuine. The telephone redemption procedure is automatically available to
shareholders. The Fund will employ reasonable procedures to confirm that
telephone instructions are genuine, but if such procedures are not deemed
reasonable, it may be liable for any losses due to unauthorized or fraudulent
instructions. The Fund's procedures are to verify address and social security
number, tape record the telephone call, and provide written confirmation of the
transaction.

Payment will be made as soon as possible, but not later than three days after
receipt of a proper redemption request. However, if shares subject to the
redemption request were recently purchased with non-guaranteed funds (e.g.,
personal check), the mailing of your redemption check may be delayed by fifteen
days. A shareholder wishing to avoid these delays should consider the wire
purchase method described under "How to Buy Fund Shares."

Employees of certain Texas public educational institutions who direct investment
in Fund shares under their State of Texas Optional Retirement Plan generally
must obtain the prior written consent of their authorized employer
representative in order to redeem.

The Fund has the right to redeem accounts with a current value of less than $500
unless the original purchase price of the remaining shares (including sales
commissions) was at least $500. Fund shareholders actively participating in the
Fund's Systematic Investment Plan or Group Systematic Investment Plan will not
have their accounts redeemed. Before redeeming an account, the Fund will mail to
the shareholder a notice of its intention to redeem, which will give the
shareholder an opportunity to make an additional investment. If no additional
investment is received by the Fund within 60 days of the date the notice was
mailed, the shareholder's account will be redeemed. Any redemption in an account
established with the minimum initial investment of $500 may trigger this
redemption procedure.

Any or all of the redemption methods described below may be suspended or
terminated, or fees may be imposed, at any time.

EXPEDITED REDEMPTION BY WIRE
Shareholders (except tax-qualified plans) redeeming at least $1,000 of shares
(for which certificates have not been issued), and who have completed the
"Telephone Redemption" section on the Account Application that is on file with
the Fund, may at the time of such redemption request that the money be wired to
the bank (or registered broker-dealer) they have designated on the Account
Application. Redemption proceeds will be wired on the next business day after
receipt of the redemption request if the request is received before 3:00 P.M.,
Central Time, and will otherwise be wired on the second business day following
receipt of the redemption request. Persons who request that redemption proceeds
be wired to a bank that is not a member of the Federal Reserve System should
realize that this will cause a delay in their bank's receipt of the redemption
proceeds. There is currently no charge to the shareholder for the wiring of
redemption proceeds.

EXPEDITED TELEPHONE REDEMPTION
Shareholders (except tax-qualified plans) redeeming at least $1,000 of shares
(for which certificates have not been issued) may redeem by telephoning the Fund
at the telephone number on the cover page of this Prospectus. The "Telephone
Redemption" section on the Account Application must have been completed by the
shareholder and filed with the Fund before the telephone request is received. To
reduce the shareholder's risk of attempted fraudulent use of the telephone
redemption procedure, payment will be made by check to the bank account
designated on the Account Application. If the telephone redemption request is
received before 3:00 P.M., Central Time, a check will be sent on the next
business day, and otherwise will be sent on the second business day following
the telephone redemption request.

CHECK WITHDRAWAL OPTION
Shareholders (except tax-qualified plans) holding shares for which certificates
have not been issued may appoint the Fund, Advisers, and First Bank, National
Association ("the Bank") their agents, and may request on the Account
Application that the Fund provide them with special forms of checks payable
through the Bank. These checks may be made payable by the shareholder to the
order of any person, in any amount of $100 or more. Checks must be signed by the
shareholder(s) of record. If registration is in more than one name, then these
checks must be signed by all owners before they will be honored unless all
owners have previously agreed otherwise on a signature card. When a check is
presented to the Bank for payment, the number of full and fractional shares
required to cover the amount of the check will be redeemed from the
shareholder's account by the Fund and Advisers as the shareholder's agent.
Through this procedure, shareholders will continue to be entitled to
distributions paid on their shares up to the time the check is presented to the
Bank for payment.

If shares subject to redemption through a Money Fund check writing were recently
purchased with non-guaranteed funds (e.g., personal check), the processing of
your check drawn on your Fund account may be delayed by fifteen days.
Additionally, you may not write a check for the entire value of your account or
close your account by writing a check.

If the amount of the check is greater than the value of the shares held in the
shareholder's account, the check will be returned for insufficient funds and the
shareholder will be charged a $20 service fee. Even if you do have sufficient
funds in other Fortis mutual fund accounts to cover a check, there must be
sufficient shares in your

9
<PAGE>
Money Fund account to avoid having a check returned for insufficient funds. You
should therefore make sure that there are sufficient shares in your Money Fund
account to cover the amount of any checks you write.

Shareholders will be subject to the rules and regulations of the Bank, the Fund,
and Advisers governing checking accounts and the check withdrawal option. As the
Fund must redeem shares at their next determined net asset value, it will not be
able to redeem shares held in a shareholder's account by means of a check
presented directly to the Bank.

SYSTEMATIC WITHDRAWAL PLAN
The Fund has a "Systematic Withdrawal Plan," which provides for voluntary
automatic withdrawals of at least $50 monthly, quarterly, semiannually, or
annually.

YIELD INFORMATION

The Fund may advertise its "yield" and "effective yield." Both yield figures are
based upon historical earnings and are not intended to indicate future
performance.

The "yield" of the Fund refers to the income generated by an investment in the
Fund over a seven-day period (which period will be stated in the advertisement).
This income is then "annualized." That is, the amount of income generated by the
investment during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment.

The "effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the Fund is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment.

The Fund's yield is a function of available interest rates on money market
instruments, which can be expected to fluctuate, as well as of the quality,
maturity, and types of portfolio instruments held by the Fund, and of changes in
operating expenses.

SHAREHOLDER INQUIRIES

Inquiries should be directed to your broker-dealer or sales representative, or
to the Fund at the telephone number or mailing address listed on the cover of
this Prospectus. A $10 fee will be charged for copies of Annual Account
Summaries older than the preceding year.

10
<PAGE>

FORTIS-Registered Trademark- ---------------------------------------
Mail to: FORTIS MONEY FUND
FORTIS MUTUAL FUNDS Complete this application to open a new Fortis
CM-9614 account or to add services to
St. Paul, MN an existing Fortis account. For personal service,
55170-9614 please call your investment
professional or Fortis at 1-800-800-2638, Ext.
3012.
DO NOT USE TO OPEN A FORTIS IRA, SEP, 403(B).
NEW DEPOSITS ARE AVAILABLE FOR CLASS (A) SHARES
ONLY.

<PAGE>
________________________________________________________________________________
1 ACCOUNT INFORMATION
________________________________________________________________________________

PLEASE PROVIDE THE INFORMATION REQUESTED BELOW:

/ / INDIVIDUAL: Please print your name, Social Security number, U.S. citizen
status.

/ / JOINT TENANT: List all names, one Social Security number, U.S. citizen
status.

/ / UNIFORM GIFT/TRANSFER TO MINORS: (Only one cust. per acct.) Provide name of
custodian (ONLY ONE) and minor, minor's Social Security Number, minor's U.S.
citizen status and date of birth of minor.

/ / TRUST: List trustee and trust title, including trust date, trust's Taxpayer
ID number.

/ / CORPORATION, ASSOCIATION, PARTNERSHIP: Include full name, Taxpayer ID
number.

/ / FORTIS KEY PLAN: Include Social Security number.

/ / QUALIFIED PLAN: Include name of Plan and trustee, Plan's Taxpayer ID number.
/ / OTHER: _____________________________________________________________________

- -------------------------------------------------------
Owner (Individual, 1st Joint Tenant, Custodian, Trustee) (Please print)
- ----------------------------------------------------------------
Owner (2nd Joint Tenant, Minor, Trust Name) (Please print)
- ----------------------------------------------------------------
Additional information, if needed
- ----------------------------------------------------------------
Street Address

- ----------------------------------------------------------------
City State Zip

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

Social Security number (Taxpayer ID)
Date of Trust (if applicable) __________________________________________________

( )
______________________________________ ______________________________________
Daytime phone Date of birth
(Uniform Gift/Transfer to Minors)

Are you a U.S. citizen? / / Yes / / No
If no, country of permanent residence __________________________________________

97841N (1/96)

________________________________________________________________________________
2 TRANSFER ON DEATH
________________________________________________________________________________
PLEASE INDICATE THE PRIMARY BENEFICIARY WITH "PB" AFTER THE BENEFICIARY(IES)
NAME(S). INDICATE CONTINGENT BENEFICIARY WITH "CB." INDICATE LINEAL DESCENDANT
PER STIRPES WITH "LDPS" IF YOU WANT OWNERSHIP TO PASS TO THE LEGAL HEIRS OF THE
PRIMARY BENEFICIARY IN THE EVENT A DESIGNATED BENEFICIARY DIES BEFORE THE
ACCOUNT OWNER.
TOD IS ONLY AVAILABLE FOR INDIVIDUAL AND JOINT TENANTS
(JTWROS) ACCOUNTS.

BENEFICIARY(IES):

<TABLE>
<S> <C>
- ---------------------------------- ---------------------
Name SS#

- ----------------------------------- ----------------------
Name SS#

- ----------------------------------- ----------------------
Name SS#
</TABLE>

________________________________________________________________________________
3 INVESTMENT ACCOUNT
________________________________________________________________________________

/ / BY MAIL. ATTACHED IS A CHECK FOR $__________________________________ PAYABLE
TO "FORTIS FUNDS."

/ / BY WIRE. AN INITIAL PURCHASE OF $_________________________________ WAS WIRED

on _________________________________________________________________________
Date

by _________________________________________________________________________
Name of Your Bank

to _________________________________________________________________________
Account No. Assigned

Before making an initial investment by wire, you must be assigned an account
number by calling the telephone number on the cover page of this Prospectus.
Then, have your local bank wire your funds to: First Bank National
Association/ABA #091000022, credit account no: 1-702-2514-1341 Fortis Funds
Purchase Account.

For further credit to __________________________________________________________
Name of Client
__________________________________________________________
Fortis Account NBR

Be sure to include your name and account number on the wire. Include account
number assigned by phone on line above.
<PAGE>
________________________________________________________________________________
4 SIGNATURE & CERTIFICATION
________________________________________________________________________________
I HAVE RECEIVED AND READ THE FORTIS MONEY FUND PROSPECTUS AND UNDERSTAND THAT
ITS TERMS ARE INCORPORATED BY REFERENCE INTO THIS APPLICATION. I AM OF LEGAL AGE
AND LEGAL CAPACITY.

I understand that this application is subject to acceptance by Fortis Investors,
Inc.

I certify, under penalties of perjury, that:
(1) The Social Security number or Taxpayer ID number provided is correct; and
(cross out the following if not true)

(2) that the IRS has never notified me that I am subject to 31% backup
withholding, or has notified me that I am no longer subject to such backup
withholding.

Each person signing on behalf of any entity represents that his or her actions
are authorized. It is agreed that all Fortis Funds, Fortis Investors, Fortis
Advisers and their officers, directors, agents and employees will not be liable
for any loss, liability, damage or expense for relying upon this application or
any instruction believed genuine.

IF YOU ARE NOT SIGNING AS AN INDIVIDUAL, STATE YOUR TITLE OR CAPACITY (INCLUDE
APPROPRIATE DOCUMENTS VERIFYING YOUR CAPACITY).

AUTHORIZED SIGNATURE(S)

X
________________________________________________________________________________
Owner, Custodian, Trustee Date
X
________________________________________________________________________________
Joint Owner, Trustee Date
________________________________________________________________________________
5 DEALER/REPRESENTATIVE INFORMATION
________________________________________________________________________________
________________________________________________________________________________
Representative's name (please print)
________________________________________________________________________________
Name of Broker/Dealer
________________________________________________________________________________
Branch Office address
________________________________________________________________________________
Representative's signature

( )
______________________________________ ______________________________________
Representative's number Representative's Phone Number
________________________________________________________________________________
AUTHORIZED SIGNATURE OF BROKER/DEALER
________________________________________________________________________________
6 DISTRIBUTION OPTIONS
________________________________________________________________________________
IF NO OPTION IS SELECTED, ALL DISTRIBUTIONS WILL BE REINVESTED IN THE FORTIS
MONEY FUND.

/ / DIVIDENDS REINVESTED

/ / DIVIDENDS IN CASH (SEE SECTION 8 FOR PAYMENT OPTIONS)

/ / Dividends into ANOTHER FORTIS FUND. (Class A funds only)
____________________________________________ ________________________________
Name of Fund Account Number (if existing account)
<PAGE>
________________________________________________________________________________
7 CHECK WITHDRAWAL OPTION
________________________________________________________________________________
/ / I (WE) HEREBY ELECT REDEMPTION BY SPECIAL CHECK DRAWN AGAINST MY (OUR)
FORTIS MONEY FUND ACCOUNT. PLEASE SEND FORMS OF CHECKS (MINIMUM CHECK:
$100). NOTE: WHEN ELECTING CHECK WITHDRAWAL, BE SURE TO SIGN THE MONEY FUND
SIGNATURE CARD. Checks are not available for non-corporate tax qualified
plans.

- ---------------------------------------------------------
CHECKING ACCOUNT SIGNATURE CARD

Please complete and sign
-----------------------------
for check redemption. Date
________________________________________________________________________________
NAME(S) OF REGISTERED OWNER(S) OF SHARES OF FORTIS MONEY FUND.
________________________________________________________________________________

All registered owner(s) of Fortis Money Fund shares named above must sign below.
By signing this card the signatory(s) agree(s) to all of the terms and
conditions set forth below.

<TABLE>
<S> <C>
- -------------------------------- ------------------------------
Social Security or Tax ID
Signature Number

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

- -------------------------------- ------------------------------
</TABLE>

/ / Check here if only one signature is required on checks.

TERMS AND CONDITIONS OF SIGNATURE CARD

1. REDEMPTION AUTHORIZATION: The signatory(s) whose signature(s) appear above,
intending to be legally bound, hereby agree each with the other and with Fortis
Money Fund, Inc. ("the Fund"), Fortis Advisers, Inc. ("Advisers"), and First
Bank, National Association ("the Bank") that the Fund, Advisers, and the Bank
are appointed agents for such person(s) and, as such agents, are directed to
redeem shares of the Fund, registered in the name of such Signatory(s) upon
receipt of, and in the amount of, checks drawn. The Fund or Advisors shall
deposit the proceeds of such redemptions in said account or otherwise arrange
for application of such proceeds to payments of said checks. Advisers is
expressly authorized to commingle such proceeds in this account with the
proceeds of the redemption of the shares of other stockholders of the Fund. The
Signatory(s) understand that Advisers must also act as an agent for the Fund.

The Fund is expressly authorized to honor checks as redemption instructions
hereunder without requiring signature guarantees, and Advisers, the Fund, and
the Bank shall not be liable for any loss or liability resulting form the
absence of any such guarantee, or from forgery and/or fraud. In this regard, I
(we) understand and agree that Advisers, the Fund, and the Bank can take only
reasonable steps to prevent losses to me (us) due to forgery and/ or any form of
fraud and in no event will Advisers, the Fund, and/ or the Bank incur any
liability for honoring or effecting redemptions reasonably believed to be
genuine, or for returning or not paying checks which have not been accepted for
any reason.

2. CHECK PAYMENT: The Signatory(s) authorizes and directs the Bank to pay each
check presented hereunder, subject to all laws and relevant rules and
regulations pertaining to checking accounts, including those of
TERMS AND CONDITIONS OF SIGNATURE CARD, CONTINUED ON NEXT PAGE
<PAGE>
the Bank, the Fund, and/or Advisers. In addition, the Signatory(s) agree(s)
that:

(a) No check shall be issued or honored, or any redemption effected, in the
amount less than $100.

(b) No check shall be issued or honored, or redemption effected, for any amounts
represented by shares for which certificates have been issued.

(c) No check shall be issued or honored, or redemption effected, if the amount
of the check is greater than the value of the shares held in the
shareholder's account. Also, if shares in the account were recently
purchased with non-guaranteed funds (e.g., personal check), the processing
of the check may be delayed by fifteen days.

(d) No check shall be honored unless the Fund has provided the Bank, from the
proceeds of redemption or otherwise collected funds for the payment of such
check.

(e) Checks issued hereunder cannot be cashed over the counter at the Bank; and

(f) Checks shall be subject to any further limitations set forth in the
Prospectus issued by the Fund including ,without limitations any additions,
amendments and supplements thereto.

3. DUAL OWNERSHIP: If more than one person is indicated as a registered owner of
the shares of the Fund, as by joint ownership, ownership in common, or tenants
by the entireties, then (a) each registered owner must sign this signature card,
(b) each registered owner must sign each check issued hereunder unless the
parties have indicated on the face of this card that only one need sign, in
which case the Bank is authorized to act upon such signature, and (c) each
Signatory guarantees to Bank the genuineness and accuracy of the signature of
the other Signatory(s).

4. CHARGES: Bank is authorized to redeem sufficient Fund shares from time to
time, to cover the prevailing applicable charges on this account.

5. TERMINATION: The Bank, the Fund, and/or Advisers may at any time terminate
this account, related share redemption service and Bank's agency for the
Signatory(s) hereto without prior notice by Bank to any of the Signatory(s).

6. HEIRS AND ASSIGNS: These terms and conditions shall bind the respective
heirs, executors, administrators and assigns the Signatory(s).

7. CHANGES AND MODIFICATIONS: The above rules and regulations may be changed,
modified, or terminated at any time upon notification mailed to the
shareholder's address contained in the Fund's records.
________________________________________________________________________________
8 WITHDRAWAL OPTIONS
________________________________________________________________________________
A. CASH DIVIDENDS

PLEASE SEND THE PAYMENT TO:

/ / My bank. (Please complete Bank Information in Section D, this page.)

/ / My address of record.
B. SYSTEMATIC WITHDRAWAL PLAN

Please consult your financial or tax adviser before electing a Systematic
Withdrawal Plan.
Please redeem shares from my Fortis ________ Fund, account number ________ in
the amount of $________.
Effective Payment Date ____________________________________________ ____________
Month Day

<TABLE>
<S> <C> <C> <C>
FREQUENCY: / / Monthly DATE: / / Semi-Annually
/ / Quarterly / / Annually
</TABLE>

PLEASE SEND THE PAYMENT TO:
/ / My bank, (Please complete Bank Information in Section D.)
/ / My address of record. (IF BANK OPTIONS IS NOT CHOSEN, CHECK WILL BE
PROCESSED ON THE 15TH OF EVERY MONTH.)

________________________________________________________________________________
8 WITHDRAWAL OPTIONS, CONTINUED
________________________________________________________________________________
C. TELEPHONE OPTIONS

/ / TELEPHONE EXCHANGE. All exchanges must be into accounts having the identical
registration-ownership. All authorized signatures listed in Section 4 (or
your registered representative with shareholder consent) can make telephone
transfers.

/ / TELEPHONE REDEMPTION (NOT AVAILABLE FOR QUALIFIED PLANS) If you have not
changed your address in the past 60 days, you are eligible for this service.
This option allows all authorized signatures in Section 4 (or your
registered representative with shareholder consent) to redeem.

PLEASE SEND THE PAYMENT TO:

/ / My bank, (Please complete Bank Information in Section D below.)
/ / My address of record.

D. BANK INFORMATION

I request Fortis Financial Group (FFG) to pay sums due me by crediting my bank
account in the form of electronic entries. This authorization will remain in
effect until I notify FFG.

TYPE OF ACCOUNT: / / Checking / / Savings

Bank name ______________________________________________________________________

Address ________________________________________________________________________

City, State, Zip _______________________________________________________________

Name of bank account ___________________________________________________________

Bank account number ____________________________________________________________

Bank transit number ____________________________________________________________

Bank phone number ______________________________________________________________

ATTACH A VOIDED CHECK FROM YOUR BANK CHECKING ACCOUNT
________________________________________________________________________________
9 SYSTEMATIC INVESTMENT PLAN
________________________________________________________________________________

Complete the Authorized Clearing House (ACH) authorization agreement form in the
prospectus and attach a VOIDED check from your bank checking account. The plan
may be established for as little as $25.
________________________________________________________________________________
10 OTHER SPECIAL INSTRUCTIONS
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
<PAGE>

FORTIS-Registered Trademark-
FORTIS MUTUAL FUND Mail to:
AUTOMATED CLEARING HOUSE (ACH) FORTIS MUTUAL FUNDS
AUTHORIZATION AGREEMENT P.O. Box 64284
St. Paul, MN 55164

Please complete each section below to establish ACH capability to your Fortis
Mutual Fund Account. For personal service, please call your investment
professional or Fortis at (800) 800-2638, Ext. 3012.

________________________________________________________________________________
1 FORTIS ACCOUNT INFORMATION
________________________________________________________________________________

Account Registration:
________________________________________________________________________________
Owner (Individual, 1st Joint Tenant, Custodian, Trustee)
________________________________________________________________________________
Owner (2nd Joint Tenant, Minor, Trust Name)
________________________________________________________________________________
Additional Information, if needed
________________________________________________________________________________
Street address
________________________________________________________________________________
City State Zip
________________________________________________________________________________
Social Security number (Taxpayer I.D.)
Account # ______________________________________________________________________

Fund: Class:
1)
Fund Name / / A / / B / / C / / H
2)
Fund Name / / A / / B / / C / / H
3)
Fund Name / / A / / B / / C / / H
4)
Fund Name / / A / / B / / C / / H
5)
Fund Name / / A / / B / / C / / H

________________________________________________________________________________
2 BANK/FINANCIAL INSTITUTION INFORMATION
________________________________________________________________________________

PLAN TYPE: / / New Plan / / Bank Change

ACCOUNT TYPE: / /Checking / /Savings
(must attach a (must attach a
voided check) deposit slip)

________________________________________________________________________________
Transit Number

________________________________________________________________________________
Bank Account Number

________________________________________________________________________________
Account Owner (if other than name of Depositor)

________________________________________________________________________________
Depositor's Daytime Phone Number

CLEARLY PRINT THE BANK/FINANCIAL INSTITUTION'S NAME AND ADDRESS BELOW:

________________________________________________________________________________

________________________________________________________________________________
Signature of Depositor Date

________________________________________________________________________________
Signature of Joint-Depositor Date

<PAGE>
________________________________________________________________________________
3 SELECT OPTION
________________________________________________________________________________

I. INVESTMENT OPTION(S)
A. / / Invest via FORTIS INFORMATION LINE by
phone (minimum $25, maximum $10,000)
Please allow up to four business days for deposit
into Fortis Funds. Transactions after 3:00 p.m.
(CST) will be processed the following business
day.
*Not available on tax qualified accounts such as
IRA, SEP, SARSEP and Key plans.
B. / / Systematic Investment Plan
/ / New Plan
/ / Change Plan
I request Fortis Financial Group (FFG) to obtain payment of
sums becoming due the company by charging my account in the
form of electronic debit entries. I request and authorize the
financial institution named to accept, honor and charge those
entries to my account. Please allow 30 days for collected
funds to be available in your Fortis account.
Draft Date (1-26 only): ----------------------------

Amount per Fund (Min. $25): ----------------------

Beginning Draft Month: ----------------------------

II. WITHDRAWAL OPTION(S)
(Please consult your financial or tax adviser before electing
a systematic withdrawal plan. For tax qualified accounts,
additional forms are required for distribution.)
A. / / Cash Dividends
B. / / Redeem via FORTIS INFORMATION LINE by
phone (minimum $100, maximum $25,000)
Please allow up to four business days for
withdrawal to credit your bank account.
Transactions after 3:00 p.m. (CST) will be
processed the following business day.
*Not available on tax qualified accounts such as
IRA, SEP, SARSEP and Key plans.
C. / / Systematic Withdrawal Plan
/ / New Plan
/ / Change Plan
I request Fortis Financial Group (FFG) to pay sums due me by
crediting my bank account in the form of electronic entries.
I request and authorize the financial institution to accept,
honor and credit those entries to my account.

Withdrawal Date (1-26 only): -----------------------

Amount per Fund (Min. $25): ----------------------

Beginning Withdrawal Month: ----------------------

________________________________________________________________________________
4 SIGNATURES
________________________________________________________________________________

This authorization will remain in effect until I notify FFG. I hereby terminate
any prior Authorization of FFG to initiate charges to this account. I understand
that any returned item or redemption of the entire account may result in
termination of my Automated Clearing House agreement. This authorization will
become effective upon acceptance by FFG at its home office.

Authorized Signature(s)

X ______________________________________________________________________________
Owner, Custodian, Trustee Date

X ______________________________________________________________________________
Joint Owner, Trustee Date

FORTIS-Registered Trademark-
FORTIS FINANCIAL GROUP
Fortis Advisers, Inc. (fund management since 1949)
Fortis Investors, Inc. (principal underwriter; (member SIPC)
P.O. Box 64284
St. Paul, MN 55164

(800) 800-2638

Attach additional information if more space is needed.
98049 (7/95)
<PAGE>
PROSPECTUS
FEBRUARY 1, 1996

FORTIS
MONEY FUND
A MONEY MARKET FUND

95197 (REV. 2/96)

FORTIS-Registered Trademark-

FORTIS FINANCIAL GROUP
P.O. BOX 64284
ST. PAUL, MN 55164

BULK RATE
U.S. POSTAGE
PAID
PERMIT NO. 3794
MINNEAPOLIS, MN
<PAGE>

PART B
STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

FORTIS MONEY FUND
STATEMENT OF ADDITIONAL INFORMATION
DATED FEBRUARY 1, 1996

Fortis Money Fund (the "Fund") is a portfolio of Fortis Money Portfolios,
Inc. ("Fortis Money"). This Statement of Additional Information is NOT a
prospectus, but should be read in conjunction with the Fund Prospectus dated
February 1, 1996. A copy of that prospectus may be obtained from your
broker-dealer or sales representative. The address of Fortis Investors, Inc.
("Investors") is P.O. Box 64284, St. Paul, Minnesota 55164. Telephone: (612)
738-4000. Toll Free 1-(800) 800-2638.

No broker-dealer, sales representative, or other person has been authorized to
give any information or to make any representations other than those contained
in this Statement of Additional Information, and if given or made, such
information or representations must not be relied upon as having been authorized
by the Fund or Investors. This Statement of Additional Information does not
constitute an offer or solicitation by anyone in any state in which such offer
or solicitation is not authorized, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer or solicitation.

16
<PAGE>

TABLE OF CONTENTS

PAGE
ORGANIZATION AND CLASSIFICATION. . . . . . . . . . . . . . . . . . . . 18
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . 18
- Investment Objective . . . . . . . . . . . . . . . . . . . . . . . 18
- Investment Restrictions. . . . . . . . . . . . . . . . . . . . . . 18
- Additional Limitations . . . . . . . . . . . . . . . . . . . . . . 20
- Repurchase Agreements and Variable Amount Master Demand Notes. . . 20
DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . 21
INVESTMENT ADVISORY AND OTHER SERVICES . . . . . . . . . . . . . . . . 25
- General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
- Control and Management of Advisers and Investors. . . . . . . . . 26
- Investment Advisory and Management Agreement. . . . . . . . . . . 27
- Distribution Expenses . . . . . . . . . . . . . . . . . . . . . . 28
PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . 29
CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
COMPUTATION OF NET ASSET VALUE AND PRICING . . . . . . . . . . . . . . 31
SPECIAL PURCHASE PLANS . . . . . . . . . . . . . . . . . . . . . . . . 32
- Tax Sheltered Retirement Plans . . . . . . . . . . . . . . . . . . 32
- Gifts or Transfers to Minor Children . . . . . . . . . . . . . . . 34
- Transfer Privilege . . . . . . . . . . . . . . . . . . . . . . . . 34
REDEMPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
- Systematic Withdrawal Plan . . . . . . . . . . . . . . . . . . . . 34
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
UNDERWRITER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
YIELD INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 36
CUSTODIAN; COUNSEL; ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . 36
LIMITATION OF DIRECTOR LIABILITY . . . . . . . . . . . . . . . . . . . 36
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . 37
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
COMMERCIAL PAPER AND BOND RATINGS. . . . . . . . . . . . . . . . . . . 38
- Commercial Paper Ratings . . . . . . . . . . . . . . . . . . . . . 38
- Corporate Bond Ratings . . . . . . . . . . . . . . . . . . . . . . 38

17
<PAGE>

ORGANIZATION AND CLASSIFICATION

Fortis Money was originally organized as a "non-series" investment company.
On January 31, 1992, the Fund was reorganized as a "series" fund and its name
was changed from AMEV Money Fund, Inc. to Fortis Money Portfolios, Inc. ("Fortis
Money"). The Fund became a portfolio of Fortis Money. Fortis Money may establish
other portfolios, each corresponding to a distinct investment portfolio and a
distinct series of Fortis Money's common stock.

An investment company is an arrangement by which a number of persons invest
in a company that in turn invests in securities of other companies. The Fund
operates as an "open-end" investment company because it generally must redeem an
investor's shares upon request. The Fund operates as a "diversified" investment
company because it offers investors an opportunity to minimize the risk inherent
in all investments in securities by spreading their investment over a number of
companies in various industries. However, diversification cannot eliminate such
risks.

INVESTMENT OBJECTIVES AND POLICIES

The Fund will operate as a "diversified" investment company as defined
under the Investment Company Act of 1940 (the "1940 Act"), which means that it
must meet the following requirements:

At least 75% of the value of its total assets will be represented
by cash and cash items (including receivables), Government securities,
securities of other investment companies, and other securities for the
purposes of this calculation limited in respect of any one issuer to
an amount not greater in value than 5% of the value of the total
assets of the Fund and to not more than 10% of the outstanding voting
securities of such issuer.

INVESTMENT OBJECTIVE

The Fund's objective is maximum current income to the extent consistent
with stability of principal through investment in money market instruments
maturing in 397 days or less.

INVESTMENT RESTRICTIONS

The Fund has adopted investment restrictions set forth below which, together
with the investment objective and policies of the Fund, cannot be changed
without approval by holders of a majority of its outstanding voting shares. As
defined in the 1940 Act, this means the lesser of the vote of (a) 67% of the
shares of the Fund at a meeting where more than 50% of the outstanding shares
are present in person or by proxy or (b) more than 50% of the outstanding shares
of the Fund.

The Fund will not:

(1) Purchase common stocks, preferred stocks, warrants, other equity
securities, state bonds, municipal bonds or industrial revenue bonds (except
through the purchase of debt obligations referred to under "Investment Objective
and Policies").

(2) Concentrate more than 25% of the value of its assets in any one
industry; provided, however, that there is no limitation with respect to
investments in obligations issued or guaranteed by the United States government
or its agencies and instrumentalities, or obligations of domestic commercial
banks. As to utility companies, gas, electric, water and telephone companies
will be considered as separate industries. As to finance companies, the
following categories will be considered as separate industries: (A) captive
automobile finance, such as General

18
<PAGE>

Motors Acceptance Corp. and Ford Motor Credit Corp.; (B) captive equipment
finance companies, such as Honeywell Finance Corporation and General Electric
Credit Corp.; (C) captive retail finance companies, such as Macy Credit Corp.
and Sears Roebuck Acceptance Corp.; (D) consumer loan companies, such as
Beneficial Finance Corporation and Household Finance Corporation;
(E) diversified finance companies, such as CIT Financial Corp., Commercial
Credit Corporation, and Borg Warner Acceptance Corp.; and (F) captive oil
finance companies, such as Shell Credit Inc., Mobil Oil Credit Corp., and Texaco
Financial Services, Inc.

(3) Invest more than 5% of the Fund's total assets in securities of
issuers which with their predecessors have a record of less than three years
continuous operation. (Securities of such issuers will not be deemed to fall
within this limitation if they are guaranteed by an entity in continuous
operation for more than three years.)

(4) Make loans to others (except through the purchase of money market
instruments referred to under "Investment Objective and Policies").

(5) Borrow money, except as a temporary measure for extraordinary or
emergency purposes, and then only in an amount up to one-third of the value of
its total assets, in order to meet redemption requests without immediately
selling any money market instruments (any such borrowings under this section
will not be collateralized). If, for any reason, the current value of the Fund's
total assets falls below an amount equal to three times the amount of its
indebtedness from money borrowed, the Fund will, within three business days,
reduce its indebtedness to the extent necessary. To do this the Fund may have to
sell a portion of its investments at a time when it may be disadvantageous to do
so. Interest paid on borrowed funds would decrease the net earnings of the Fund.
The Fund will not borrow for leverage purposes.

(6) Make short sales of securities, or purchase any securities on margin
except to obtain such short-term credits as may be necessary for the clearance
of transactions.

(7) Write, purchase or sell puts, calls or combinations thereof.

(8) Purchase or retain the securities of any issuer if any of the officers
or directors of the Fund or its investment adviser owns beneficially more than
1/2 of 1% of the securities of such issuer and together own more than 5% of the
securities of such issuer.

(9) Invest for the purpose of exercising control or management of another
issuer.

(10) Invest in commodities or commodity futures contracts or in real
estate, although it may invest in securities which are secured by real estate
and securities of issuers which invest or deal in real estate.

(11) Invest in interests in oil, gas, or other mineral exploration or
development programs, although it may invest in the securities of issuers which
invest in or sponsor such programs.

(12) Invest more than 5% of the value of its total assets in securities of
other investment companies, except in connection with a merger, consolidation,
acquisition or reorganization. (Due to restrictions imposed by the California
Department of Corporations, the Fund does not currently invest in other
investment companies.)

(13) Underwrite securities issued by others, except to the extent the Fund
may be deemed to be an underwriter, under the federal securities laws, in
connection with the disposition of portfolio securities.

The following investment restriction may be changed by the Board of
Directors of Fortis Money (the "Board of Directors") without shareholder
approval:

The Fund will not:

19
<PAGE>

(1) Invest more than 10% of its net assets in illiquid securities.
Securities sold under Section 4(2) of the Securities Act of 1933 that are
eligible for resale pursuant to Rule 144A under the 1933 Act that have been
determined to be liquid by the Board of Directors of the Fund or Advisers
subject to the oversight of such Board of Directors will not be considered to be
"illiquid" and will not be subject to this limitation on investing in restricted
or non-readily marketable securities.

(2) Invest in real estate limited partnerships or in oil, gas, and other
mineral leases.

The Fund may invest up to 5% of its total assets in shares of other
investment companies. However, due to current restrictions under Rule 2a-7 of
the 1940 Act ("Rule 2a-7"), it is not anticipated that it will do so.

ADDITIONAL LIMITATIONS

Pursuant to Rule 2a-7, the Board of Directors has adopted certain "Investment
Procedures and Standards." These impose certain additional limitations on
permissible Fund investments, including, among others: (a) no obligations of
banks will be purchased unless such banks have capital, surplus and undivided
profits over $100 million, unless the Board expressly allows such investments;
(b) no more than 10% of the Fund's total assets may be invested in obligations
of Canadian chartered banks; (c) no more than 5% and 10% of the Fund's total
assets may be invested in savings banks and savings and loan associations,
respectively; (d) bank repurchase agreements will only be entered into with
banks meeting the criteria set forth in number 2 under "Investment Objective and
Policies" in the Prospectus. These additional limitations may be modified at any
time by the Board of Directors or its Executive Committee, when suitable
investments are available which are considered to be consistent with the Fund's
investment objective and policies and the conditions of Rule 2a-7 referred to
above.

Any investment policy or restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after an acquisition of securities or
utilization of assets and results therefrom.

For more information on the Fund's investment objectives and policies see
the Prospectus--"Investment Objectives and Policies."

REPURCHASE AGREEMENTS AND VARIABLE AMOUNT MASTER DEMAND NOTES

As noted in the Prospectus, the Fund may invest in repurchase agreements
("repos") and variable amount master demand notes.

Repos are short-term instruments under which securities are purchased from
a bank or a securities dealer with an agreement by the seller to repurchase the
securities at a mutually agreeable date, interest rate, and price. In investing
in repos, the Fund's risk is limited to the ability of such seller to pay the
agreed upon amount at the maturity of the repo. In the opinion of Advisers, such
risk is not material, since in the event of default, barring extraordinary
circumstances, the Fund would be entitled to sell the underlying securities or
otherwise receive adequate protection under Federal bankruptcy laws for its
interest in such securities. However, to the extent that proceeds from any sale
upon a default were less than the repurchase price, the Fund could suffer a
loss.

Variable amount master demand notes allow the investment of fluctuating
amounts by the Fund at varying market rates of interest pursuant to arrangements
between the Fund and a financial institution which has lent money to a borrower.
Variable amount master demand notes permit a series of short-term borrowings
under a single note. Both the lender and the borrower have the right to reduce
the amount of outstanding indebtedness at any time. Such notes provide that the
interest rate on the amount outstanding varies on a daily basis depending upon a
stated short-term interest rate barometer. Advisers will monitor the
creditworthiness of the borrower throughout the term of the variable master
demand note. It is not generally contemplated that such instruments will be
traded and there is no secondary market for the notes. Typically, agreements
relating to such notes provide that the lender shall not sell or otherwise
transfer the note without the borrower's consent. Thus, variable amount

20
<PAGE>

master demand notes may under certain circumstances be deemed illiquid assets.
However, such notes will not be considered illiquid where the Fund has a "same
day withdrawal option," I.E., where it has the unconditional right to demand and
receive payment in full of the principal amount then outstanding together with
interest to the date of payment.

DIRECTORS AND EXECUTIVE OFFICERS

The names, addresses, principal occupations, and other affiliations of directors
and executive officers of Fortis Money are given below:

NAME & ADDRESS POSITION WITH THE PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
-------------- FUND "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
---- ------------------------------------------------
<S> <C> <C>

Richard W. Cutting Director Certified public accountant and financial consultant.
137 Chapin Parkway
Buffalo, New York

Allen R. Freedman* Director Chairman, President and Chief Executive Officer of Fortis, Inc.; a
One Chase Manhattan Plaza Managing Director of Fortis International, N. V.
New York, New York

Dr. Robert M. Gavin Director President, Macalester College.
1600 Grand Avenue
St. Paul, Minnesota

Benjamin S. Jaffray Director Chairman of the Sheffield Group, Ltd., a financial consulting group.
4040 IDS Center
Minneapolis, Minnesota

Jean L. King Director President, Communi-King, a communications consulting firm.
12 Evergreen Lane
St. Paul, Minnesota

Dean C. Kopperud* President and Chief Executive Officer and a Director of Advisers,
500 Bielenberg Drive Director President and a Director of Investors, and Senior Vice
Woodbury, Minnesota President and a Director of Fortis Benefits Insurance
Company and Time Insurance Company.

Edward M. Mahoney Director Retired; prior to December, 1994, Chairman and Chief
2760 Pheasant Road Executive Officer and a Director of Advisers and Invest-
Excelsior, Minnesota ors, Senior Vice President and a Director of Fortis
Benefits Insurance Company, and Senior Vice President of
Time Insurance Company.

Robb L. Prince Director Retired; prior to June, 1995, Vice President and
5108 Duggan Plaza Treasurer, Jostens, Inc., a producer of products and
Edina, Minnesota services for the youth, education, sports award, and recognition
markets.

Leonard J. Santow Director Principal, Griggs & Santow, lncorporated, economic and financial
75 Wall Street consultants.
21st Floor
New York, New York

21
<PAGE>

Joseph M. Wikler Director Investment consultant and private investor; prior to January, 1994,
12520 Davan Drive Director of Research, Chief Investment Officer, Principal, and a
Silver Spring, Maryland Director, The Rothschild Co., Baltimore, Maryland. The Rothschild Co.
is an investment advisory firm.

Gary N. Yalen Vice President President and Chief Investment Officer of Advisers (since August, 1995)
One Chase Manhattan Plaza and Fortis Asset Management, a division of
New York, New York Fortis, Inc., New York, NY, and Senior Vice Presdient,
Investments, Fortis, Inc.

Howard G. Hudson Vice President Executive Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza and Senior Vice President, Fixed Income, Fortis Asset
New York, New York Management; prior to February, 1991, Senior Vice
President, Fairfield Research, New Canaan, CT.

James S. Byrd Vice President Executive Vice President of Advisers and Investors; prior
5500 Wayzata Boulevard to March, 1991, Senior Vice President, Templeton
Golden Valley, Minnesota Investment Counsel, Inc., Fort Lauderdale, Florida.

Stephen M. Poling Vice President Executive Vice President and Director of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota

Fred Obser Vice President Senior Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza and Senior Vice President, Equities, Fortis Asset
New York, New York Management

Dennis M. Ott Vice President Senior Vice President of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota

Nicholas L.M. dePeyster Vice President Vice President of Advisers (since August, 1995) and Vice
One Chase Manhattan Plaza President, Equities, Fortis Asset Management; prior to
New York, New York July, 1991, Research Associate, Smith Barney, Inc.,
New York, NY

Charles J. Dudley
One Chase Manhattan Plaza Vice President Vice President of Advisers and Fortis Asset Management;
New York, New York prior to August 1995, Senior Vice President, Sun America
Asset Management, Los Angeles, CA.

Maroun M. Hayek
One Chase Manhattan Plaza Vice President Vice Presdient of Advisers (since August, 1995) and Vice President,
New York, New York Fixed Income, Fortis Asset Management.

22
<PAGE>

Robert C. Lindberg Vice President Vice President of Advisers and Investors; prior to July, 1993, Vice
One Chase Manhattan Plaza President, Portfolio Manager, and Chief Securities Trader, COMERICA,
New York, New York Inc., Detroit, Michigan. COMERICA, Inc. is a bank.

Kevin J. Michels Vice President Vice President of Advisers (since August, 1995) and Vice President,
One Chase Manhattan Plaza Administration, Fortis Asset Management.
New York, New York

Stephen M. Rickert Vice President Vice President of Advisers (since August 1995) and
One Chase Manhattan Plaza Corporate Bond Analyst, Fortis Asset Management; from
New York, New York August, 1993 to April, 1994, Corporate Bond Analyst,
Dillon, Read & Co., Inc., New York, NY; prior to June,
1992, Corporate Bond Analyst, Western Asset
Management, Los Angeles, CA.

Keith R. Thomson Vice President Vice President of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota

Christopher J. Woods Vice President Vice President of Advisers (since August 1995) and Vice President,
One Chase Manhattan Plaza Fixed Income, Fortis Asset Management; prior
New York, New York to November, 1992, Head of Fixed Income, The Police and
Firemen's Disability and Pension Fund of Ohio, Columbus,
OH.

Robert W. Beltz, Jr. Vice President Vice President--Securities Operations of Advisers and Investors; Vice
500 Bielenberg Drive President of Fortis Benefits Insurance
Woodbury, Minnesota Company.

23
<PAGE>

Thomas D. Gualdoni Vice President Vice President of Advisers, Investors, and Fortis Benefits Insurance
500 Bielenberg Drive Company.
Woodbury, Minnesota

Larry A. Medin Vice President Senior Vice President--Sales of Advisers and Investors;
500 Bielenberg Drive from August 1992 to November 1994, Senior Vice President,
Woodbury, Minnesota Western Divisional Officer of Colonial Investment Services, Inc.,
Boston, Massachusetts; from June 1991 to August
1992, Regional Vice President, Western Divisional
Officer of Alliance Capital Management, New York, New York; prior to
June 1991, Senior Vice Presdient, National
Sales Director, Met Life State Street Investment
Services, Inc.

Jon H. Nicholson Vice President Senior Vice President--Marketing and Product Development of Fortis
500 Bielenberg Drive Benefits Insurance Company; Senior Vice
Woodbury, Minnesota President of Advisers and Investors; Director of Investors.

David A. Peterson Vice President Vice President and Assistant General Counsel, Fortis
500 Bielenberg Drive Benefits Insurance Company.
Woodbury, Minnesota

Richard P. Roche Vice President Vice President of Advisers and Investors; prior to
500 Bielenberg Drive August, 1995, President of Prospecting By Seminars, Inc.
Woodbury, Minnesota Guttenberg, NJ.

Anthony J. Rotondi Vice President Senior Vice President of Advisers; from January, 1993 to
500 Bielenberg Drive August, 1995, Senior Vice President, Operations, Fortis
Woodbury, Minnesota Benefits Insurance Company; prior to January, 1993,
Senior Vice President, Information Technology,
Fortis, Inc.

Rhonda J. Schwartz Vice President Senior Vice President, General Counsel, and Secretary of Advisers and
500 Bielenberg Drive Investors; Senior Vice President and General Counsel, Life and
Woodbury, Minnesota Investment Products, Fortis Benefits Insurance Company and Vice
President and General Counsel, Life and Investment Products, Time
Insurance Company;
prior to January, 1996, Vice President, General Counsel,
Fortis, Inc.(1993-1995); prior to 1992, Attorney, Norris, McLaughlin &
Marcus, Washington, DC.

Michael J. Radmer Secretary Partner, Dorsey & Whitney P.L.L.P, the Fund's General Counsel.
220 South Sixth Street
Minneapolis, Minnesota

Tamara L. Fagely Treasurer Second Vice President of Advisers and Investors.
500 Bielenberg Drive
Woodbury, Minnesota
</TABLE>

24
<PAGE>

___________________

* Mr. Kopperud is an "interested person" (as defined under the 1940 Act) of
Fortis Money, Advisers, and Investors primarily because he is an officer of
each. Mr. Freedman is an "interested person" of Fortis Money, Advisers, and
Investors because he is Chairman and Chief Executive Officer of Fortis,
Inc. ("Fortis"), the parent company of Advisers and indirect parent company
of Investors, and a Managing Director of Fortis International, N. V., the
parent company of Fortis.
___________________

All of the above officers and directors also are officers and/or directors
of other investment companies of which Advisers is the investment adviser. No
compensation is paid by Fortis Money to any of its officers or directors except
for a fee of $100 per month, $100 per meeting attended, and $100 per applicable
committee meeting attended (and reimbursement of travel expenses to attend
meetings) to each director not affiliated with Advisers. During the fiscal year
ended September 30, 1995, Fortis Money paid $15,819 in directors' fees to
directors who were not affiliated with Advisers or Investors and reimbursed two
such directors a total of $531 for travel expenses incurred in attending
directors' meetings. Legal fees and expenses of $17,674 also were paid to a law
firm of which Fortis Money's Secretary is a partner. As of August 31, 1995, the
directors and executive officers beneficially owned less than 1% of the
outstanding shares of Fortis Money. Directors Gavin, Jaffray, Kopperud, Mahoney
and Prince are members of the Executive Committee of the Board of Directors.
While the Executive Committee is authorized to act in the intervals between
regular board meetings with full capacity and authority of the full Board of
Directors, except as limited by law, it is expected that the Committee will act
only infrequently.

The following table sets forth the aggregate compensation received by each
director during the fiscal year ended September 30, 1995, as well as the total
compensation received by each director from the Company and all other open-end
investment companies managed by Advisers during the fiscal year ended September
30, 1995. Neither Mr. Freedman, who is an officer of the parent company of
Advisers, nor Mr. Kopperud, who is an officer of Advisers and Investors,
received any such compensation and they are not included in the table. No
executive officer of the Company received compensation from the Company during
the fiscal year ended September 30, 1995.

Aggregate Pension or Total
Compensation Retirement Benefits Estimated Compensation from
from the Accrued as Part of Annual Benefits Fund Complex
Director Company Company Expenses Upon Retirement Paid to Director(1)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Richard W. Cutting $1,900 0 0 $32,300
Dr. Robert M. Gavin 1,700 0 0 30,100
Benjamin S. Jaffray 1,900 0 0 32,300
Jean L. King 2,000 0 0 33,400
Edward M. Mahoney 1,400 0 0 23,950
Thomas R. Pellet(2) 1,900 0 0 32,300
Robb L. Prince 1,800 0 0 31,200
Leonard J. Santow 1,790 0 0 31,100
Joseph M. Wikler 1,900 0 0 32,300

</TABLE>

(1) Includes aggregate compensation paid by the Company and all 100 Other
Fortis Funds paid to the Director.
(2) Mr. Pellett resigned as a director of the Fortis Funds effective December
7, 1995.

INVESTMENT ADVISORY AND OTHER SERVICES

General

Fortis Advisers, Inc. ("Advisers") has been the investment adviser and manager
of the Fund since the Fund began business in 1979. Investors acts as the Fund's
underwriter. Both act as such pursuant to written agreements periodically
approved by the directors or shareholders of the Fund. The address of both is
that of the Fund.

25
<PAGE>

As of September 30, 1995, Advisers managed twenty-eight investment company
portfolios with combined net assets of approximately $4,068,451,000 and one
private account with net assets of approximately $17,770,000. Fortis Financial
Group also has approximately $2.0 billion in insurance reserves. As of the same
date, the investment company portfolios had an aggregate of 222,175
shareholders, including 15,383 shareholders of the Fund.

During the fiscal years ended September 30, 1995, 1994, and 1993, Advisers
received (including 12b-1 fees) and $594,639, $588,925, and $575,316,
respectively, as its compensation for acting as the investment adviser and
manager of the Fund.

CONTROL AND MANAGEMENT OF ADVISERS AND INVESTORS

Fortis owns 100% of the outstanding voting securities of Advisers, and Advisers
owns all of the outstanding voting securities of Investors.

Fortis, located in New York, New York, is a wholly owned subsidiary of
Fortis International, N.V., which has approximately $100 billion in assets
worldwide and is in turn a wholly owned subsidiary of AMEV/VSB 1990 N.V.
("AMEV/VSB 1990").

AMEV/VSB 1990 is a corporation organized under the laws of The Netherlands
to serve as the holding company for all U.S. operations and is owned 50% by
Fortis AMEV and 50% by Fortis AG. AMEV/VSB 1990 owns a group of companies active
in insurance, banking and financial services, and real estate development in The
Netherlands, the United States, Western Europe, Australia, and New Zealand.

Fortis AMEV is a diversified financial services company headquartered in
Utrecht, The Netherlands, where its insurance operations began in 1847. Fortis
AG is a diversified financial services company headquartered in Brussels,
Belgium, where its insurance operations began in 1824. Fortis AMEV and Fortis AG
own a group of companies (of which AMEV/VSB 1990 is one) active in insurance,
banking and financial services, and real estate development in The Netherlands,
Belgium, the United States, Western Europe, and the Pacific Rim.

Dean C. Kopperud is Chief Executive Officer of Advisers and President of
Investors; Gary N. Yalen is President and Chief Investment Officer of Advisers;
James S. Byrd, and Stephen M. Poling are Executive Vice Presidents of Advisers
and Investors; Howard G. Hudson is Executive Vice President of Advisers; Debra
L. Foss, Larry A. Medin, Jon H. Nicholson, Dennis M. Ott, and Anthony J. Rotondi
are Senior Vice Presidents of Advisers and Investors; Rhonda J. Schwartz is
Senior Vice President, General Counsel, and Secretary of Advisers and Investors;
Fred Obser is Senior Vice President of Advisers; Robert W. Beltz, Jr., Thomas D.
Gualdoni, Robert C. Lindberg, Jon H. Nicholson, Richard P. Roche, and Keith R.
Thomson are Vice Presidents of Advisers and Investors; Nicholas L. M. dePeyster,
Charles J. Dudley, Maroun M. Hayek, Kevin J. Michels, Stephen M. Rickert, and
Christopher J. Woods are Vice Presidents of Advisers; John E. Hite is 2nd Vice
President and Assistant Secretary of Advisers and Investors; Carol M. Houghtby
is 2nd Vice President and Treasurer of Advisers and Investors; Tamara L. Fagely,
Barbara W. Kirby, and Deborah K. Kramer are 2nd Vice Presidents of Advisers and
Investors; David C. Greenzang is Money Maket Portfolio Officer of Advisers,
Micheal D. O'Connor is Qualified Plan Officer of Advisers and Investors; Barbara
J. Wolf is Trading Officer of Advisers; Scott R. Plummer is Assistant Secretary
of Advisers and Investors; Joanne M. Herron is Assistant Treasurer of Advisers
and Investors and Sharon R. Jibben is Assistant Secretary of Advisers.

Messrs. Kopperud, Yalen, and Poling are the Directors of Advisers.

All of the above persons reside or have offices in the Minneapolis/St. Paul
area, except Messrs. Yalen, Hudson, dePeyster, Dudley, Hayek, Lindberg, Michels,
Obser, Rickert, Woods and Greenzang, who are all located in New York City.

26
<PAGE>

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Advisers acts as investment adviser and manager of the Fund under an Investment
Advisory and Management Agreement (the "Agreement") dated January 31, 1992,
which became effective the same date following shareholder approval on January
28, 1992. This Agreement was last approved by the Board of Directors (including
a majority of the directors who are not parties to the contract, or interested
persons of any such party) on December 7, 1995. The Agreement will terminate
automatically in the event of its assignment. In addition, the Agreement is
terminable at any time, without penalty, by the Board of Directors or, with
respect to any particular portfolio, by vote of a majority of the outstanding
voting securities of the applicable portfolio, on not more than 60 days' written
notice to Advisers, and by Advisers on 60 days' notice to Fortis Money. Unless
sooner terminated, the Agreement shall continue in effect for more than two
years after its execution only so long as such continuance is specifically
approved at least annually by either the Board of Directors or, with respect to
any particular portfolio, by vote of a majority of the outstanding voting
securities of the applicable portfolio, provided that in either event such
continuance is also approved by the vote of a majority of the directors who are
not parties to such Agreement, or interested persons of such parties, cast in
person at a meeting called for the purpose of voting on such approval.

The Agreement provides for an investment advisory and management fee
calculated as described in the following table. As you can see from the table,
this fee decreases (as a percentage of Fund net assets) as the Fund grows. As of
December 31, 1995, the Fund had net assets of approximately $110,808,000.

ANNUAL
INVESTMENT ADVISORY
AVERAGE NET ASSETS AND MANAGEMENT FEE
------------------ -------------------
For the first $500,000,000 .60%
For assets over $500,000,000 .55%

Under the Agreement, Advisers provides the Fund with advice and assistance
in the selection of the Fund's investments, furnishes the Fund office space and
all necessary office facilities, equipment, and personnel for servicing the
investments of the Fund, and pays the salaries and fees of all officers and
directors of Fortis Money who are "affiliated persons" of Advisers.

The advisory fee is calculated daily and paid monthly. In addition to such
fee, the Fund pays all its expenses which are not assumed by Advisers. These
fund expenses include, among others, the fees and expenses of directors and
officers of Fortis Money who are not "affiliated persons" of Advisers, interest
expense, taxes, brokerage fees and commissions, fees and expenses of registering
and qualifying Fortis Money and its shares for distribution under Federal and
state securities laws, expenses of preparing prospectuses and of printing and
distributing prospectuses annually to existing shareholders, custodian charges,
fees and costs of the check withdrawal option, costs of expedited redemption by
wire, auditing and legal expenses, insurance expense, association membership
dues, and the expense of reports to shareholders, shareholders' meetings, and
proxy solicitations. The Fund is also liable for such nonrecurring expenses as
may arise, including litigation to which the Fund may be a party. Fortis Money
may have an obligation to indemnify its directors and officers with respect to
such litigation.

Except for the distribution fee paid by the Fund to Advisers (see
"Distribution Expenses"), Advisers (or Investors) bears all promotional expenses
in connection with the distribution of the Fund's shares, including paying for
prospectuses for new shareholders.

Pursuant to an undertaking given to the State of California, Advisers has
agreed to reimburse the Fund monthly for any amount by which the Fund's
aggregate annual expenses, exclusive of taxes, brokerage commissions, and
interest on borrowing exceeds 2 1/2% on the first $30,000,000 of average net
assets, 2% on the next $70,000,000, and 1 1/2% on the balance. The Fund's
distribution fee is excluded from these limits. Advisers reserves the right to
agree to lesser expense limitations from time to time. In the fiscal year ended
September 30, 1994, Advisers was not required to make any reimbursement to the
Fund pursuant to this limitation.

27
<PAGE>

Under the Agreement, Advisers, as investment adviser to the Fund, has the
sole authority and responsibility to make and execute investment decisions for
the Fund within the framework of the Fund's investment policies, subject to
review by the Board of Directors.

Although investment decisions for the Fund are made independently from
those of the other funds or private accounts managed by Advisers, sometimes the
same security is suitable for more than one fund or account. If and when two or
more funds or accounts simultaneously purchase or sell the same security, the
transactions will be allocated as to price and amount in accordance with
arrangements equitable to each fund or account. The simultaneous purchase or
sale of the same securities by the Fund and other funds or accounts may have a
detrimental effect on the Fund, as this may affect the price paid or received by
the Fund or the size of the position obtainable by the Fund.

DISTRIBUTION EXPENSES

Rule 12b-1 (b) provides that any payments made by the Fund in connection with
financing the distribution of its shares may only be made pursuant to a written
plan describing all aspects of the proposed financing of distribution, and also
requires that all agreements with any person relating to the implementation of
the plan must be in writing. In addition, Rule 12b-1(b)(1) requires that such
plan be approved by a majority of the Fund's outstanding shares, and Rule 12b-
1(b)(2) requires that such plan, together with any related agreements, be
approved by a vote of the Board of Directors who are not interested persons of
the Fund and have no direct or indirect interest in the operation of the plan or
in the agreements related to the plan, cast in person at a meeting called for
the purpose of voting on such plan or agreement. Rule 12b-1(b)(3) requires that
the plan or agreement provide, in substance:

(i) That it shall continue in effect for a period of more than one year
from the date of its execution or adoption only so long as such continuance is
specifically approved at least annually in the manner described in
paragraph (b)(2) of Rule 12b-1:

(ii) That any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the plan or any related agreement shall provide
to the Board of Directors, and the directors shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made; and

(iii) In the case of a plan, that it may be terminated at any time by
vote of a majority of the members of the Board of Directors who are not
interested persons of the Fund and have no direct or indirect financial interest
in the operation of the plan or in any agreements related to the plan or by vote
of a majority of the outstanding voting securities of the Fund.

Rule 12b-1 (b)(4) requires that such plans may not be amended to increase
materially the amount to be spent for distribution without shareholder approval
and that all material amendments of the plan must be approved in the manner
described in paragraph (b)(2) of Rule 12b-1.

Rule 12b-1 (c) provides that the Fund may rely on Rule 12b-1 (b) only if
the selection and nomination of the Fund's disinterested directors are committed
to discretion of such disinterested directors. Rule 12b-1 (e) provides that the
Fund may implement or continue a plan pursuant to Rule 12b-1 (b) only if the
directors who vote to approve such implementation or continuation conclude, in
the exercise of reasonable business judgment and in light of their fiduciary
duties under state law, and under Sections 36(a) and (b) of the 1940 Act, that
there is a reasonable likelihood that the plan will benefit the Fund and its
shareholders.

The Board of Directors approved the plan on December 7, 1995.

The Fund paid (as part of its advisory fee) $198,694 to Advisers under the
plan in the fiscal year ended September 30, 1995. Advisers paid Investors this
full amount. Of the $383,544 Advisers and Investors spent distributing the
Fund's shares, $67 was spent on advertising; $145,245 was paid as compensation
to sales

28
<PAGE>

representatives of Investors and other broker/dealers; $9,228 was spent on
printing and mailing of prospectuses and fund reports to other than current
shareholders; and the balance of $229,004 was spent on distribution related
compensation and expenses of officers and employees, the Fund's toll-free
telephone, sales literature, supplies, and postage.

PORTFOLIO TRANSACTIONS

As the Fund's portfolio is exclusively composed of debt (rather than equity)
securities, most of the Fund's portfolio transactions are effected with dealers
without the payment of brokerage commissions, but at net prices which usually
include a spread or markup. In effecting such portfolio transactions on behalf
of the Fund, Advisers seeks the most favorable net price consistent with the
best execution. However, frequently Advisers selects a dealer to effect a
particular transaction without contacting all dealers who might be able to
effect such transaction, because of the volatility of the money market and the
desire of Advisers to accept a particular price for a security because the price
offered by the dealer meets its guidelines for profit, yield, or both.

Decisions with respect to placement of the Fund's portfolio transactions
are made by Advisers. The primary consideration in making these decisions is
efficiency in the execution of orders and obtaining the most favorable net
prices for the Fund. Most Fund transactions are with the issuer, or with major
dealers acting for their own account and not as brokers. When consistent with
these objectives, business may be placed with broker-dealers who furnish
investment research services to Advisers. Such research services include advice,
both directly and in writing, as to the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities, or purchasers or sellers of securities; as well as analyses and
reports concerning issues, industries, securities, economic factors and trends,
portfolio strategy, and the performance of accounts. This allows Advisers to
supplement its own investment research activities and enables Advisers to obtain
the views and information of individuals and research staffs of many different
securities firms prior to making investment decisions for the Fund. To the
extent portfolio transactions are effected with broker-dealers who furnish
research services to it. Advisers receives a benefit which is not capable of
evaluation in dollar amounts, without providing any direct monetary benefit to
the Fund from these transactions. Advisers believes that most research services
obtained by it generally benefit several or all of the investment companies and
private accounts which it manages, as opposed to solely benefiting one specific
managed fund or account. Normally, research services obtained through managed
funds and accounts investing in common stock would primarily benefit those funds
and accounts managed by Advisers which invest in common stock; similarly,
services obtained from transactions in fixed income securities would normally be
of greater benefit to the managed funds and accounts which invest in debt
securities.

Advisers has not entered into any formal or informal agreements with any
broker-dealers, nor does it maintain any "formula" which must be followed in
connection with the placement of Fund portfolio transactions in exchange for
research services provided Advisers, except as noted below. However, Advisers
does maintain an informal list of broker-dealers, which is used from time to
time as a general guide in the placement of Fund business, in order to encourage
certain broker-dealers to provide Advisers with research services which Advisers
anticipates will be useful to it. Because the list is merely a general guide,
which is to be used only after the primary criterion for the selection of
broker-dealers (discussed above) has been met, substantial deviations from the
list are permissible and may be expected to occur. Advisers will authorize the
Fund to pay an amount of commission for effecting a securities transaction in
excess of the amount of commission another broker-dealer would have charged only
if Advisers determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker-dealer, viewed in terms of either that particular
transaction or Advisers' overall responsibilities with respect to the accounts
as to which Advisers exercises investment discretion.

During the fiscal year ended September 30, 1995, fixed income securities
transactions having an aggregate dollar value of approximately $1,337,135,000
were traded at net prices including a spread or markup; during the same period,
the Fund paid no brokerage commissions.

29
<PAGE>

The Fund will not effect any brokerage transactions in its portfolio
securities with any broker-dealer affiliated directly or indirectly with
Advisers, unless such transactions, including the frequency thereof, the receipt
of commissions payable in connection therewith, and the selection of the
affiliated broker-dealer effecting such transactions are not unfair or
unreasonable to the shareholders of the Fund. In entering into repurchase
agreements, the Fund will give no preference to its custodian, First Bank,
National Association.

The Fund's acquisition during the fiscal year ended September 30, 1995, of
securities of its regular brokers or dealers or of the parent of those brokers
or dealers that derive more than fifteen percent of their gross revenue from the
business of a broker, a dealer, an underwriter, or an investment adviser is
presented below:

VALUE OF SECURITIES
NAME OF ISSUER OWNED AT END OF PERIOD
- -------------- ----------------------

First Bank TDOA. . . . . . . . . . . . . . . . . . . . . . . . . $2,971,000
Merrill Lynch & Co., Inc.. . . . . . . . . . . . . . . . . . . . 4,487,951
Ford Motor Credit Corp.. . . . . . . . . . . . . . . . . . . . . 4,575,237
American Express Credit Corp.. . . . . . . . . . . . . . . . . . 4,575,965
Beneficial Corp. . . . . . . . . . . . . . . . . . . . . . . . . 4,395,857
Commercial Credit Co.. . . . . . . . . . . . . . . . . . . . . . 4,796,173
John Deere Capital Corp... . . . . . . . . . . . . . . . . . . . 4,553,157

CAPITAL STOCK

The Fund's shares have a par value of $.01 per share and equal rights to share
in dividends and assets. The shares possess no preemptive or conversion rights.

On December 31, 1995, the Fund had 110,807,952 shares outstanding. On that
date, no person owned of record or, to the Fund's knowledge, beneficially as
much as 5% of the outstanding shares of theFund, except as follows:

Class B--90% Thomas A. and Susan M. Ammirato, 3 Thurmont Rd.d, W. Caldwell,
NJ 07006-7719; 9% Donaldson Lufkin Jenrette Securities Corporation, Inc., P. O.
Box 2052, Jersey City, NJ 07303-2052; Class C--88% Larry Ellis, W. 1290 N.
Walworth Rd, Walworth, WI 51384; 7% Lynne A. and Odell T. Ainuv, 308 E. Desford
St, Carson, CA 90745-2111; Class H--45% Richard C. Brandes MD Profit Sharing
Plan, 2094 Tremonst CTR, Columbus, OH 43221-3159; 20% Yoon K. Kim MD Profit
Sharing Retirement Trust, 1848 N Island Dr, Fullerton, CA 92633-1432; 19% First
Trust National Association, Custodian For Richard Leroy Eckstrom, IRA, 4205
Auburn Way S, Trlr 88, Auburn, WA 98092-7234; 5% First Trust National
Association, Custodian For Bernard C. Bleha, IRA, 21302 38th Avenue CT E,
Spanaway, WA 98387-6834; 5% Paul E. Fugan, 803 Prestwood Dr., Hurbville, SC
29550-3027.

The Fund currently offers its shares in four classes, each with different
sales arrangements and bearing different expenses. Under Fortis Money's Articles
of Incorporation, the Board of Directors is authorized to create new portfolios,
each issuing its own series of shares, in addition to the Fund without the
approval of the shareholders of the Fund. Each share of stock will have a pro
rata interest in the assets of the Fortis Money portfolios to which the stock of
that series relates, and will have no interest in the assets of any other Fortis
Money portfolio. In the event of liquidation, each share of a Fortis Money
portfolio would have the same rights to dividends and assets as every other
share of that Fortis Money portfolio, except that, in the case of a series with
more than one class of shares, such distributions will be adjusted to
appropriately reflect any charges and expenses borne by each individual class.

Fortis Money is not required under Minnesota law to hold annual or
periodically scheduled regular meetings of shareholders. Minnesota corporation
law provides for the Board of Directors to convene shareholder meetings when it
deems appropriate. In addition, if a regular meeting of shareholders has not
been held during the immediately preceding fifteen months, a shareholder or
shareholders holding three percent or more of the

30
<PAGE>

voting shares of Fortis Money may demand a regular meeting of shareholders by
written notice of demand given to the chief executive officer or the chief
financial officer of Fortis Money. Within ninety days after receipt of the
demand, a regular meeting of shareholders must be held at Fortis Money's
expense. Additionally, the 1940 Act requires shareholder votes for all
amendments to fundamental investment policies and restrictions and for all
investment advisory contracts and amendments thereto.

Cumulative voting is not authorized. This means that the holders of more
than 50% of the shares voting for the election of directors can elect 100% of
the directors if they choose to do so, and in such event the holders of the
remaining shares will be unable to elect any directors.

COMPUTATION OF NET ASSET VALUE AND PRICING

The Fund values its portfolio securities at amortized cost in accordance with
Rule 2a-7 under the 1940 Act. This method involves valuing an instrument at its
cost and thereafter assuming a constant amortization to maturity of any discount
or premium, regardless of the impact of fluctuations in interest rates on the
market value of the instrument and regardless of any unrealized capital gains or
losses. While this method provides certainty in valuation, it may result in
periods during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument. During periods
of declining interest rates, the daily yield on shares of the Fund computed by
dividing the annualized daily income of the Fund by the net asset value computed
as described above may tend to be higher than a like computation made by the
Fund with identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its securities.

Pursuant to Rule 2a-7, the Board of Directors has determined, in good faith
based upon a full consideration of all material factors, that it is in the best
interests of the Fund and its shareholders to maintain a stable net asset value
per share by virtue of the amortized cost method of valuation. The Fund will
continue to use this method only so long as the Board of Directors believed that
it fairly reflects the market-based net asset value per share. In accordance
with Rule 2a-7, the Board of Directors has undertaken, as a particular
responsibility within the overall duty of care owed to the Fund's shareholders,
to establish procedures reasonably designed, taking into account current market
conditions and the Fund's investment objectives, to stabilize the Fund's net
asset value per share at a single value. These procedures include the periodic
determination of any deviation of current net asset value per share, calculated
using available market quotations, from the Fund's amortized cost price per
share, the periodic review by the Board of the amount of any such deviation and
the method used to calculate any such deviation, the maintenance of records of
such determinations and the Board's review thereof, the prompt consideration by
the Board if any such deviation exceeds 1/2 of 1%, and the taking of such
remedial action by the Board as it deems appropriate where it believes the
extent of any such deviation may result in material dilution or other unfair
results to investors or existing shareholders. Such remedial action may include
redemptions in kind, shortening the average portfolio maturity, withholding
dividends or utilizing a net asset value per share as determined by using
available market quotations. The Fund will, in further compliance with Rule
2a-7, maintain a dollar-weighted average portfolio maturity appropriate to its
objective of maintaining a stable net asset value and not exceeding 90 days,
will not purchase any instrument with a remaining maturity of greater than one
year, will limit its portfolio investments to those U.S. dollar-denominated
instruments which the Board determines present minimal credit risks and which
are of high quality, and will record, maintain and preserve a written copy of
the above-described procedures and a written record of the Board's
considerations and actions taken in connection with the discharge of its
above-described responsibilities.

On September 30, 1995, the Fund's net asset values per share for were
calculated as follows:

Class A

Net Assets ($105,472,372) = Net Asset Value Per Share ($1.00)
-------------------------
Shares Outstanding (105,472,372)

Class B
There were no assets in this class as of 9/30/95

31
<PAGE>

Class H

Net Assets ($121,949) = Net Asset Value Per Share ($1.00)
----------------------
Shares Outstanding (121,949)

Class C

Net Assets ($9,221) = Net Asset Value Per Share ($1.00)
-------------------
Shares Outstanding (9,221)

The primary close of trading of the New York Stock Exchange (the
"Exchange") currently is 3:00 P.M. (Central Time), but this time may be changed.
The offering price for purchase orders received in the office of the Fund after
the beginning of each day the Exchange is open for trading is based on net asset
value determined as of the primary closing time for business on the Exchange
that day; the price in effect for orders received after such close is based on
the net asset value as of such close of the Exchange on the next day the
Exchange is open for trading.

Generally, the net asset value of the Fund's shares is determined on each
day on which the Exchange is open for business. The Exchange is not open for
business on the following holidays (nor on the nearest Monday or Friday if the
holiday falls on a weekend): New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Additionally, net asset value need not be determined (i) on days on which
changes in the value of the Fund's portfolio securities will not materially
affect the current net asset value of the Fund's shares; or (ii) on days during
which no Fund shares are tendered for redemption and no orders to purchase or
sell Fund shares are received by the Fund.

SPECIAL PURCHASE PLANS

The Fund offers the following special purchase plans:

TAX SHELTERED RETIREMENT PLANS

IRAS AND KEOGH PLANS. Individual taxpayers can defer taxes on current income by
investing in Keogh Plans or Individual Retirement Accounts (IRAs) for
retirement. You can qualify for a Keogh Plan if you are self-employed. lRAs may
be opened by anyone who has earned compensation for services rendered. If you
are interested in one of these accounts, contact Investors for copies of our
plans. You should check with your tax adviser before investing.

Under current Federal tax law, IRA depositors generally may contribute 100%
of their earned income up to a maximum of $2,000. Contributions up to $2,250 can
be made to IRA accounts for an individual and a nonemployed spouse. All
shareholders who, along with their spouse, are not active participants in an
employer sponsored retirement plan or who have adjusted gross income below a
specified level can deduct such contributions (there is a partial deduction for
higher income levels up to a specified amount) from taxable income so that taxes
are put off until retirement, when reduced overall income and added deductions
may result in a lower tax rate. There are penalty taxes for withdrawing this
retirement money before reaching age 59 1/2 (unless the investor dies, is
disabled, or withdraws equal installments over a lifetime). In addition, there
are penalties on insufficient payouts after age 70 1/2, excess contributions,
and excess distributions.

The Fund may advertise the number or percentage of its shareholders, or the
amount or percentage of its assets, which are invested in retirement accounts or
in any particular type of retirement account. Such figures also may be given on
an aggregate basis for all of the funds managed by Advisers. Any retirement plan
numbers may be compared to appropriate industry averages.

If you change your mind about opening your IRA, you generally have seven
days after receipt of notification within which to cancel your account. To do
this, you must send a written cancellation to Investors (at its mailing address
listed on the cover page) within that seven day period. If you cancel within
seven days, any

32
<PAGE>

amounts invested in the Fund will be returned to you, together with any sales
charge. If your investment has declined, Investors will make up the difference
so that you receive the full amount invested.

PENSION; PROFIT-SHARING; 403(B). Tax qualified retirement plans also are
available, including pension and profit-sharing plans, and Section 403(b) salary
reduction arrangements. The Section 403(b) salary reduction arrangement is
principally for employees of state and municipal school systems and employees of
many types of tax-exempt or nonprofit organizations. Persons desiring
information about such Plans, including their availability, should contact
Investors. All the Retirement Plans summarized above involve a long-term
commitment of assets and are subject to various legal requirements and
restrictions. The legal and tax implications may vary according to the
circumstances of the individual investor. Therefore, the investor is urged to
consult with an attorney or tax adviser prior to establishing such a plan.

TAX-QUALIFIED PLAN CUSTODIANS AND TRUSTEES. Current fees: IRA and 403(b)--
$10 annually; Keogh or small group corporate plan--$15 initial fee plus $30
annually (plus $5 annually per participant account and a per participant account
termination fee of $25). First Trust National Association is the Custodian under
the IRA and 403(b) plans. If a shareholder pays custodial fees by separate
check, they will not be deducted from his or her account and will not constitute
excess contributions. First Trust National Association also acts as Trustee
under the Keogh and small group corporate plans. The bank reserves the right to
change its fees on 30 days' prior written notice.

WITHHOLDING. Distributions from accounts for tax qualified plans are subject to
tax withholding unless: (a) the payee elects to have no withholding and is
permitted to do so under Federal law; or (b) payment is made to an exempt person
(normally the plan trustee in his or her capacity as plan trustee). Any payee
electing to have no withholding must do so in writing, and must do so at or
before the time that payment is made. A payee is not permitted to elect no
withholding if he or she is subject to mandatory backup withholding under
Federal law for failure to provide his or her tax identification number or for
failure to report all dividend or interest payments. Payees from 403(b) and
corporate or Keogh accounts also are not permitted to elect out of withholding
except as regards systematic partial withdrawals extending over 10 or more
years.

For IRAs, the withholding amount is 10% of the amount withdrawn. For
corporate, Keogh, and 403(b) plans, the withholding amount is as follows:

Total withdrawals or 20% of the amount withdrawn;
unscheduled partial
withdrawals or systematic
partial withdrawals for
less than a 10 year
period--

Other systematic partial amount determined by wage withholding tables and
withdrawals-- your completed withholding allowance election (or
if none, is submitted based on the presumption
that you are a married individual claiming three
withholding allowances (no withholding if
withdrawals do not exceed $10,600 per year);

Withholding for non-resident aliens is subject to special rules. When
payment is made to a plan trustee, Advisers assumes no responsibility for
withholding. Subsequent payment by the trustee to other payees may require
withholding. Such withholding is the responsibility of the plan trustee or of
the plan administrator.

Any amounts withheld may be applied as a credit against Federal tax
subsequently due.

GIFTS OR TRANSFERS TO MINOR CHILDREN

This gift or transfer is registered in the name of the custodian for a minor
under the Uniform Transfers to Minors Act (in some states the Uniform Gifts to
Minors Act). Dividends or capital gains distributions are taxed to the

33
<PAGE>

child, whose tax bracket is usually lower than the adult's. However, if the
child is under 14 years old and his or her unearned income is more than $1,300
per year, then that portion of the child's income which exceeds $1,300 per year
will be taxed to the child at the parents' top rate. Control of the Fund shares
passes to the child upon reaching a specified adult age (either 18 or 21 years).

TRANSFER PRIVILEGE

The amount to be transferred must meet the minimum purchase amount of the fund
being purchased.

REDEMPTION

Redemption of shares, or payment, may be suspended at times (a) when the
Exchange is closed for other than customary weekend or holiday closings,
(b) when trading on said Exchange is restricted, (c) when an emergency exists,
as a result of which disposal by the Fund of securities owned by it is not
reasonably practicable, or it is not reasonably practicable for the Fund fairly
to determine the value of its net assets, or during any other period when the
Securities and Exchange Commission, by order, so permits; provided that
applicable rules and regulations of the Securities and Exchange Commission shall
govern as to whether the conditions prescribed in (b) or (c) exist. The Exchange
is not open for business on the following holidays (nor on the nearest Monday or
Friday if the holiday falls on a weekend), on which the Fund will not redeem
shares: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.

SYSTEMATIC WITHDRAWAL PLAN

An investor may open a "Systematic Withdrawal Plan" providing for withdrawals of
$50 or more per quarter, semiannually, or annually if he or she has made a
minimum investment in Fund shares of $4,000 ($50 or more per month if at least
$10,000 has been invested). The minimum amount which may be withdrawn of $50 per
month is a minimum only, and should not be considered a recommendation.

These payments may constitute return of capital, and it should be
understood that they do not represent a yield or return on investment and that
they may deplete or eliminate the investment. The shareholder cannot be assured
of receiving payment for any specific period because payments will terminate
when all shares have been redeemed. The number of such payments will depend on
the amount and frequency of each payment, and the yield on the remaining shares.

The Plan is voluntary, flexible, and under the shareholder's control and
direction at all times, and does not limit or alter his or her right to redeem
shares. The Plan may be terminated in writing at any time by either the
shareholder or the Fund. The cost of operating the Plan is borne by Advisers.
The redemption of Fund shares pursuant to the Plan is a taxable event to the
shareholder.

TAXATION

The Fund qualified in the fiscal year ended September 30, 1995, and intends to
continue to qualify, as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"). As long as the Fund so qualifies,
the Fund is not taxed on the income it distributes to its shareholders.

It is not expected that any of the Fund's distributions will qualify for
the dividends received deduction available to shareholders that are
corporations.

Under the Code, the Fund is subject to a nondeductible excise tax for each
calendar year equal to 4 percent of the excess, if any, of the amount required
to be distributed over the amount distributed. However, the excise tax does not
apply to any income on which the Fund pays income tax. In order to avoid the
imposition of the

34
<PAGE>

excise tax, the Fund generally must declare dividends by the end of a calendar
year representing at least 98 percent of the Fund's ordinary income for the
calendar year.

Under the Code, the Fund is required to withhold and remit to the U.S.
Treasury 31% of dividend income on the accounts of certain shareholders who fail
to provide a correct tax identification number, fail to certify that they are
not subject to backup withholding, or are subject to backup withholding for some
other reason.

The foregoing is a general discussion of the Federal income tax
consequences of an investment in the Fund as of the date of this Statement of
Additional Information. Distributions from net investment income may also be
subject to state and local taxes. Shareholders are urged to consult their own
tax advisers regarding specific questions as to Federal, state, or local taxes.

UNDERWRITER

On December 7, 1995, the Board of Directors (including a majority of the
directors who are not parties to the contract, or interested persons of any such
party) reapproved the existing Underwriting Agreement with Investors dated
November 14, 1994, which became effective November 14, 1994. This Underwriting
Agreement may be terminated by Fortis Money or Investors at any time by the
giving of 60 days' written notice, and terminates automatically in the event of
its assignment. Unless sooner terminated, the Underwriting Agreement shall
continue in effect for more than two years after its execution only so long as
such continuance is also approved by the vote of a majority of the directors who
are not parties to such Underwriting Agreement, or interested persons of such
parties, cast in person at a meeting called for the purpose of voting on such
approval.

See "Distribution Expenses" above, for information on fees paid to
Investors to be used to compensate those who sell Fund shares, and to pay
certain other expenses of selling Fund shares. Advisers or Investors bears
certain promotional expenses in connection with the distribution of the Fund's
shares, including paying for printing and distributing prospectuses and
shareholder reports to new shareholders, and the costs of sales literature.

In the Underwriting Agreement, Investors undertakes to indemnify Fortis
Money against all costs of litigation and other legal proceedings, and against
any liability incurred by or imposed upon Fortis Money in any way arising out of
or in connection with the sale or distribution of the Fund's shares, except to
the extent that such liability is the result of information which was obtainable
by Investors only from persons affiliated with Fortis Money but not with
Investors.

YIELD INFORMATION

The Fund may from time to time include its current yield in advertisements or in
sales or other materials furnished to current or prospective shareholders. The
Fund's current yield (calculated over a seven day period) is a percentage
computed by determining the net change, exclusive of capital changes, in the
value of a hypothetical preexisting account having a balance of one share at the
beginning of the period, subtracting a hypothetical charge reflecting deductions
from shareholder accounts, and dividing the difference by the value of the
account at the beginning of the base period to obtain the base period return,
and then multiplying the base period return by (365/7) with the resulting figure
carried to at least the nearest hundredth of one percent. Effective yield
(calculated over a seven-day period) is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical preexisting account
having a balance of one share at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from shareholder accounts, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then compounding the base period
return by adding 1, raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result, according to the following formula:

365
Effective Yield = [(Base Period Return + 1) /7] -1

35
<PAGE>

The Fund also may quote annual yield figures, calculated similarly to the
above methods.

Current yield information is useful in reviewing the Fund's performance,
but because current yield will fluctuate, (1) such information may not provide a
basis for comparison with bank deposits or other investments which pay a fixed
yield for a stated period of time and may be insured and (2) the current yield
is not necessarily representative of future results.

For the seven calendar days ended September 30, 1995, the Fund's annualized
and effective yield for its respective classes were as follows:

Annualized Yield Effective Yield
---------------- ---------------
Class A 5.03% 5.15%
Class B 4.45% 4.55%
Class C 6.64% 6.86%
Class H 4.45% 4.55%

FINANCIAL STATEMENTS

The financial statements included as part of the Fund's 1995 Annual Report to
Shareholders, filed with the Securities and Exchange Commission in December,
1995, are incorporated herein by reference. The Annual Report accompanies this
Statement of Additional Information.

CUSTODIAN; COUNSEL; ACCOUNTANTS

First Bank National Association, First Bank Place, Minneapolis, MN 55480, acts
as custodian of the Fund's assets and portfolio securities; Dorsey & Whitney
P.L.L.P., 220 South Sixth Street, Minneapolis, MN 55402, is the independent
General Counsel for the Fund; and KPMG Peat Marwick LLP, 4200 Norwest Center,
Minneapolis, MN 55402, acts as the Fund's independent auditors.

LIMITATION OF DIRECTOR LIABILITY

Under Minnesota law, each director of Fortis Money owes certain fiduciary duties
to it and to its shareholders. Minnesota law provides that a director "shall
discharge the duties of the position of director in good faith, in a manner the
director reasonably believes to be in the best interest of the corporation, and
with the care an ordinarily prudent person in a like position would exercise
under similar circumstances." Fiduciary duties of a director of a Minnesota
corporation include, therefore, both a duty of "loyalty" (to act in good faith
and act in a manner reasonably believed to be in the best interests of the
corporation) and a duty of "care" (to act with the care an ordinarily prudent
person in a like position would exercise under similar circumstances). Minnesota
law authorizes corporations to eliminate or limit the personal liability of a
director to the corporation or its shareholders for monetary damages for breach
of the fiduciary duty of "care." Minnesota law does not, however, permit a
corporation to eliminate or limit the liability of a director (i) for any breach
of the director's duty of "loyalty" to the corporation or its shareholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for authorizing a dividend,
stock repurchase or redemption or other distribution in violation of Minnesota
law or for violation of certain provisions of Minnesota securities laws, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Articles of Incorporation of Fortis Money limit the liability of
directors to the fullest extent permitted by Minnesota statutes, except to the
extent that such a liability cannot be limited as provided in the 1940 Act
(which act prohibits any provisions which purport to limit the liability of
directors arising from such directors' willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of their
role as directors).

36
<PAGE>

Minnesota law does not eliminate the duty of "care" imposed upon a
director. It only authorizes a corporation to eliminate monetary liability for
violations of that duty. Minnesota law, further, does not permit elimination or
limitation of liability of "officers" to the corporation for breach of their
duties as officers (including the liability of directors who serve as officers
for breach of their duties as officers). Minnesota law does not permit
elimination or limitation of the availability of equitable relief, such as
injunctive or rescissionary relief. Further, Minnesota law does not permit
elimination or limitation of a director's liability under the Securities Act of
1933 or the Securities Exchange Act of 1934, and it is uncertain whether and to
what extent the elimination of monetary liability would extend to violations of
duties imposed on directors by the 1940 Act and the rules and regulations
adopted under such act.

ADDITIONAL INFORMATION

The Fund has filed with the Securities and Exchange Commission, Washington, D.C.
20549, a Registration Statement under the Securities Act of 1933, as amended,
with respect to the common stock offered hereby. The Prospectus and this
Statement of Additional Information do not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with Rules and Regulations of the Commission. The Registration
Statement may be inspected at the principal office of the Commission at 450
Fifth Street, N.W., Washington, D.C., and copies thereof may be obtained from
the Commission at prescribed rates.

GLOSSARY

Some of the terms used in this Statement of Additional Information are described
below.

OBLIGATIONS OF OR GUARANTEED BY, THE UNITED STATES GOVERNMENT, ITS AGENCIES OR
INSTRUMENTALITIES. Securities issued or guaranteed as to principal and interest
by the U.S. Government include a variety of Treasury securities which differ
only in their interest rates, maturities, and times of issuance. Treasury bills
have a maturity of one year or less. Treasury notes generally have maturities of
one to ten years, and Treasury bonds generally have maturities of more than ten
years. Agencies of the U.S. Government which issue obligations include, among
others, Farmers Home Administration, Federal Housing Administration, Government
National Mortgage Association, Export-Import Bank of the United States, and the
Tennessee Valley Authority. Obligations of instrumentalities of the U.S.
Government include, among others, securities issued by the Farm Credit System,
Federal Home Loan Mortgage Corporation, Federal Home Loan Banks, and Federal
National Mortgage Association. Some of these securities are supported by the
full faith and credit of the U.S. Treasury, some are supported only by the
credit of the issuer, while others are supported only by the right of the issuer
to borrow from the Treasury.

Certificates of deposit are certificates evidencing the indebtedness of a
commercial bank to repay funds deposited with it for a definite period of time
(usually from 30 days to one year). Eurodollar C/Ds are issued by foreign
branches of domestic banks, while Yankee C/Ds are issued by domestic branches of
foreign banks.

Letters of Credit are issued by banks to businesses that use them to
"support" their own notes that are sold to raise funds. The purpose of issuing
the letter of credit is to assist the bank's customers in borrowing money, and
the bank must pay under the letter of credit only if the customer defaults in
repaying the borrowed money.

Bankers' acceptances are credit instruments evidencing the obligation of a
bank to pay a draft which has been drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face amount
of the instrument upon maturity.

Commercial paper consists of short-term (usually 1 to 270 days) unsecured
promissory notes issued by corporations in order to finance their current
operations.

Corporate obligations are bonds and notes issued by corporations and other
business organizations, in order to finance their long-term credit needs.

37
<PAGE>

COMMERCIAL PAPER AND BOND RATINGS

COMMERCIAL PAPER RATINGS

STANDARD & POOR'S CORPORATION. Commercial paper ratings are graded into four
categories, ranging from "A" for the highest quality obligations to "D" for the
lowest. Issues assigned the A rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designation 1, 2, and 3 to indicate the relative degree of safety. The Fund
does not purchase commercial paper rated lower than "A-1". The "A-1" designation
indicates that the degree of safety regarding timely payment is very strong. The
"A-1+" rating is assigned to issues which meet either of the following criteria:

1) The direct credit support of an issuer or guarantor that possesses
excellent long-term financial operating and financial strengths combined with
strong liquidity characteristics. Typically, such issuers or guarantors would
display credit quality characteristics which would warrant a senior bond rating
of "AA" - or higher; or

2) The direct credit support of an issuer or guarantor that possesses
above-average long-term fundamental operating and financial strengths combined
with ongoing excellent liquidity characteristics.

MOODY'S INVESTORS SERVICE, INC. Moody's commercial paper ratings are opinions of
the ability of the issuers to repay punctually promissory obligations not having
an original maturity in excess of nine months. Moody's makes no representation
that such obligations are exempt from registration under the Securities Act of
1933, nor does it represent that any specific note is a valid obligation of a
rated issuer or issued in conformity with any applicable law. Moody's employs
the following three designations, all judged to be investment grade, to indicate
the relative repayment capacity of rated issuers:

Prime-1 Highest Quality

Prime-2 Higher Quality

Prime-3 High Quality

CORPORATE BOND RATINGS

STANDARD & POOR'S CORPORATION. Its ratings for corporate bonds include the
following:

Bonds rated "AAA" have the highest rating assigned by Standard & Poor's to
a debt obligation. Capacity to pay interest and repay principal is extremely
strong.

Bonds rated "AA" have a very strong capacity to pay interest and repay
principal and differ from the highest-rated issues only in small degree.

MOODY'S INVESTORS SERVICE, INC. Its ratings for corporate bonds include the
following:

Bonds rated "Aaa" are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge".
Interest payments are protected by a large or by an exceptionally stable margin,
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Bonds rated "Aa" are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities, or fluctuation of
protective elements may be of

38
<PAGE>

greater amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger than the Aaa securities.

39
<PAGE>

PART C - OTHER INFORMATION

ITEM 24.(a) FINANCIAL STATEMENTS:

The following financial statements are included in the registration
statement:

Financial Statements included in Part A:

Financial Highlights

Financial Statements included in Part B:

All financial statements required by Part B were incorporated
therein by reference to Registrant's 1995 Annual Report to
Shareholders.

ITEM 24.(b) EXHIBITS:

(1) Copy of the charter as now in effect;

*******

(2) Copies of the existing by-laws or instruments corresponding thereto;

****

(3) Copies of any voting trust agreement with respect to more than 5
percent of any class of equity securities of the Registrant;

Inapplicable

(4) Copies of all instruments defining the rights of holders of the
securities being registered including, where applicable, a relevant
portion of the articles of incorporation or by-laws of the Registrant;

See Item 24(b)(1)

(5) Copies of all investment advisory contracts relating to the management
of the assets of the Registrant;

****

(6) Copies of each underwriting or distribution contract between the
Registrant and a principal underwriter, and specimens or copies of all
agreements between principal underwriters and dealers;

*******

(7) Copies of all bonus, profit sharing, pension or other similar
contracts or arrangements wholly or partly for the benefit of
directors or officers of the Registrant in their capacity as such; if
any such plan is not set forth in a formal document, furnish a
reasonably detailed description thereof;
<PAGE>

Inapplicable

(8) Copies of all custodian agreements, and depository contracts under
Section 17(f) of the 1940 Act, with respect to securities and
similar investments of the Registrant, including the schedule of
remuneration;

*****

(9) Copies of all other material contracts not made in the ordinary course
of business which are to be performed in whole or in part at or after
the date of filing the Registration Statement;

Inapplicable

(10) An opinion and consent of counsel as to the legality of the securities
being registered, indicating whether they will when sold be legally
issued, fully paid and non-assessable;

Inapplicable

(11) Copies of any other opinions, appraisals or rulings and consents to
the use thereof relied on in the preparation of this Registration
Statement and required by Section 7 of the 1933 Act;

Accountants' consent - attached

(12) All financial statements omitted from Item 23;

Inapplicable

(13) Copies of any agreements or understandings made in consideration for
providing the initial capital between or among the Registrant, the
underwriter, adviser, promoter or initial stockholders and written
assurances from promoters or initial stockholders that their purchases
were made for investment purposes without any present intention of
redeeming or reselling;

(14) Copies of the model plan used in the establishment of any retirement
plan in conjunction with which Registrant offers its securities, any
instructions thereto and any other documents making up the model plan.
Such form(s) should disclose the costs and fees charged in connection
therewith;

*** and ******

(15) Copies of any plan entered into by Registrant pursuant to rule 12b-1
under the 1940 Act, which describes all material aspects of the
financing of distribution of Registrant's shares, and any agreements
with any person relating to implementation of such plan.

Attached
<PAGE>

(16) Schedule for computation of each performance quotation provided in the
Registration Statement in response to Item 22 (which need not be
audited).

**
(17) A Financial Data Schedule meeting the requirements of Rule 483 under
the Securities Act of 1933.

Attached

(18) Copies of any plan entered into by Registrant pursuant to Rule 18f-3
under the 1940 Act, any agreement with any person relating to the
implementation of a plan, any amendment to a plan or agreement, and a
copy of the portion of the minutes of a meeting of the Registrant's
directors describing any action take to revoke a plan.

Attached
- ----------------------------------

*Incorporated by reference to Post-Effective Amendment Number 1 to Registrant's
registration statement, filed with the Securities and Exchange Commission in
November, 1979.

**Incorporated by reference to Post-Effective Amendment Number 12 to
Registrant's registration statement, filed with the Securities and Exchange
Commission in February, 1989.

***Incorporated by reference to Part C of Post-Effective Amendment Number 51 to
AMEV Growth Fund, Inc.'s registration statement, filed with the Securities and
Exchange Commission in December, 1991 (SEC file number 2-14784).

****Incorporated by reference to Part C of Post-Effective Amendment Number 16 to
Registrant's registration statement, filed with the Securities and Exchange
Commission in March, 1992.

*****Incorporated by reference to Part C of Post-Effective Amendment Number 17
to Registrant's registration statement, filed with the Securities and Exchange
Commission in November, 1992.

******Incorporated by reference to Exhibit 24(b)(14) to Post-Effective Amendment
Number 72 to Fortis Equity Portfolios' registration statement, filed with the
Securities and Exchange Commission in November, 1993 (SEC file number 2-11387).

*******Incorporated by reference to Post-Effective Amendment Number 20 to
Registrant's registration statement, Filed with the Securities and Exchange
Commission in November, 1994.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Furnish a list or diagram of all persons directly or indirectly controlled by or
under common control with the Registrant and as to each person indicate (1) if a
company, the state or other sovereign power under the laws of which it is
organized, and (2) the percentage of voting securities owned or other basis of
control by the person, if any, immediately controlling it.
<PAGE>

Inapplicable

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

State in substantially the tabular form indicated, as of a specified date within
90 days prior to the date of filing, the number of record holders of each class
of securities of the Registrant:

Title of Class Number of Record Holders
-------------- ------------------------
(12/31/95)
Common Class A: 16,002
Class B: 19
Class C: 12
Class H: 30
ITEM 27. INDEMNIFICATION

State the general effect of any contract, arrangement or statute under which any
director, officer, underwriter or affiliated person of the Registrant is insured
or indemnified in any manner against any liability which may be incurred in such
capacity, other than insurance provided by any director, officer, affiliated
person or underwriter for their own protection.

Incorporated by reference to Post-Effective Amendment Number 11 to
Registrant's Registration Statement, filed with the Securities and Exchange
Commission in February, 1988.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Describe any other business, profession, vocation, or employment of a
substantial nature in which each investment adviser of the Registrant, and each
director, officer, or partner of any such investment adviser, is or has been, at
any time during the past two fiscal years, engaged for his own account or in the
capacity of director, officer, employee, partner, or trustee.

In addition to those listed in the Statement of Additional Information:

Other business,
professions, vocations,
Current Position or employments of a
Name With Advisers substantial nature
- ---- ---------------- during past two years
----------------------

Michael D. Qualified Plan Qualified Plan Officer
O'Connor Officer of Fortis Benefits
Insurance Company and
Qualified Plan Officer
for Investors.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal underwriter, depositor, or
investment adviser.
<PAGE>

Fortis Advantage Portfolios, Inc.
Fortis Equity Portfolios, Inc.
Fortis Fiduciary Fund, Inc.
Fortis Growth Fund, Inc.
Fortis Income Portfolios, Inc.
Fortis Securities, Inc.
Fortis Series Fund, Inc.
Fortis Tax-Free Portfolios, Inc.
Fortis Worldwide Portfolios, Inc.
Special Portfolios, Inc.
Variable Account C of Fortis Benefits Insurance Company
Variable Account D of Fortis Benefits Insurance Company

(b) Furnish the information required by the following table with respect
to each director, officer, or partner of each principal underwriter named in the
answer to Item 21:

In addition to those listed in the Statement of Additional Information:

Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
- ------------------ --------------------- ---------------------

Carol M. Houghtby* 2nd Vice President and Accounting Officer
Treasurer

John E. Hite* 2nd Vice President and Assistant Secretary
Assistant Secretary

Scott R. Plummer* Corporate Counsel and Assistant Secretary
Assistant Secretary
__________________________________________________

*The business address of these persons is 500 Bielenberg Drive, Woodbury, MN
55125

(c) Furnish the information required by the following table with respect to all
commissions and other compensation received by each principal underwriter who is
not an affiliated person of the Registrant or an affiliated person of such an
affiliated person, directly or indirectly, from the Registrant during the
Registrant's last fiscal year.

Inapplicable

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

With respect to each account, book or other document required to be maintained
by Section 31(a) of the 1940 Act and the Rules (17 CFR 270, 31a-1 to 31a-3)
promulgated thereunder, furnish the name and address of each person maintaining
physical possession of each such account, book or other document.

Fortis Advisers, Inc. 500 Bielenberg Drive, Woodbury, Minn. 55125

ITEM 31. MANAGEMENT SERVICES

Furnish a summary of the substantive provisions of any management-related
service contract not discussed in Part I of this Form (because the
<PAGE>

contract was not believed to be material to a purchaser of securities of the
Registrant) under which services are provided to the Registrant, indicating the
parties to the contract, the total dollars paid and by whom, for the last three
fiscal years.

Not Applicable

ITEM 32. UNDERTAKINGS

Furnish the following undertakings in substantially the following form in all
initial Registration Statements filed under the 1933 Act:

(a) An undertaking to file an amendment to the Registration Statement with
certified financial statements showing the initial capital received before
accepting subscriptions from any persons in excess of 25 if Registrant proposes
to raise its initial capital pursuant to Section 14(a)(3) of the 1940 Act;

Inapplicable

(b) An undertaking to file a post-effective amendment, using financial
statements which need not be certified, within four to six months from the
effective date of Registrant's 1933 act Registration Statement.

Inapplicable

(c) If the information called for by Item 5A is contained in the latest
annual report to shareholders, an undertaking to furnish each person to who a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

We undertake to furnish each person to whom a prospectus is delivered
with a copy of the Registrant's latest annual report to shareholders, upon
request and without charge.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Post-
Effective Amendment to its Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Woodbury, State of
Minnesota, on January 29, 1996.

Fortis Money Portfolios, Inc.

By: /s/
-------------------------------
Dean C. Kopperud, President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed below by the
following persons in the capacities and on the dates shown.

SIGNATURE AND TITLE

/s/ Dated January 29, 1996
- --------------------------------------------
Dean C. Kopperud, President
(principal executive officer)

/s/ Dated January 29, 1996
- --------------------------------------------
Tamara L. Fagely, Treasurer
(principal financial and accounting officer)

Richard W. Cutting*
Director

Allan R. Freedman*
Director

Robert M. Gavin*
Director

Benjamin S. Jaffray*
Director

Jean L. King*
Director

Edward M. Mahoney*
Director

Thomas R. Pellett*
Director
/s/
-------------------------------
Robb L. Prince* Dean C. Kopperud, Director
Director Pro Se and Attorney-in-Fact

Leonard J. Santow*
Director Dated: January 29, 1996

Joseph M. Wikler*
Director
*Registrant's directors executing Power of Attorney dated March 30, 1995.

<PAGE>

KPMG Peat Marwick LLP
4200 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Telephone 612 305 5000
Telefax 612 305 5039

Independent Auditors' Consent

The Board of Directors
Fortis Money Portfolios, Inc.

We consent to the use of our report incorporated herein by reference and the
references to our Firm under the headings "Financial Highlights" in Part A and
"Custodian; Counsel; Accountants" in Part B of the Registration Statement.

KPMG Peat Marwick LLP

Minneapolis, Minnesota
January 29, 1996

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 4 - 8 OF THE ANNUAL SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000312572
<NAME> FORTIS MONEY PORTFOLIOS, INC.
<SERIES>
<NUMBER> 1
<NAME> FORTIS MONEY FUND (CLASS A)
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 105,651,068
<INVESTMENTS-AT-VALUE> 105,651,068
<RECEIVABLES> 14,403
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 31,950
<TOTAL-ASSETS> 105,697,421
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 93,879
<TOTAL-LIABILITIES> 93,879
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 105,603,542
<SHARES-COMMON-STOCK> 105,472,372
<SHARES-COMMON-PRIOR> 105,659,458
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 105,603,542
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,782,197
<OTHER-INCOME> 0
<EXPENSES-NET> (907,869)
<NET-INVESTMENT-INCOME> 4,874,328
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,874,328
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,870,511)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 207,903,318
<NUMBER-OF-SHARES-REDEEMED> (212,551,606)
<SHARES-REINVESTED> 4,461,202
<NET-CHANGE-IN-ASSETS> (55,916)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 594,053
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 907,869
<AVERAGE-NET-ASSETS> 99,008,000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .91
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 4 - 8 OF THE ANNUAL SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000312572
<NAME> FORTIS MONEY PORTFOLIOS, INC.
<SERIES>
<NUMBER> 2
<NAME> FORTIS MONEY FUND (CLASS C)
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 105,651,068
<INVESTMENTS-AT-VALUE> 105,651,068
<RECEIVABLES> 14,403
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 31,950
<TOTAL-ASSETS> 105,697,421
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 93,879
<TOTAL-LIABILITIES> 93,879
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 105,603,542
<SHARES-COMMON-STOCK> 9,221
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 105,603,542
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,782,197
<OTHER-INCOME> 0
<EXPENSES-NET> (907,869)
<NET-INVESTMENT-INCOME> 4,874,328
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,874,328
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (113)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 12,134
<NUMBER-OF-SHARES-REDEEMED> (3,025)
<SHARES-REINVESTED> 112
<NET-CHANGE-IN-ASSETS> (55,916)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 594,053
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 907,869
<AVERAGE-NET-ASSETS> 99,008,000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .01
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.01)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.71<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED
</FN>

</TABLE>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 4 - 8 OF THE ANNUAL SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000312572
<NAME> FORTIS MONEY PORTFOLIOS, INC.
<SERIES>
<NUMBER> 3
<NAME> FORTIS MONEY FUND (CLASS H)
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 105,651,068
<INVESTMENTS-AT-VALUE> 105,651,068
<RECEIVABLES> 14,403
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 31,950
<TOTAL-ASSETS> 105,697,421
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 93,879
<TOTAL-LIABILITIES> 93,879
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 105,603,542
<SHARES-COMMON-STOCK> 121,949
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 105,603,542
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,782,197
<OTHER-INCOME> 0
<EXPENSES-NET> (907,869)
<NET-INVESTMENT-INCOME> 4,874,328
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,874,328
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (3,704)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 705,336
<NUMBER-OF-SHARES-REDEEMED> (586,254)
<SHARES-REINVESTED> 2,867
<NET-CHANGE-IN-ASSETS> (55,916)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 594,053
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 907,869
<AVERAGE-NET-ASSETS> 99,008,000
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .02
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.02)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> 1.71<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>ANNUALIZED
</FN>

</TABLE>

<PAGE>

FORTIS MUTUAL FUNDS

PLAN OF DISTRIBUTION

This Plan of Distribution (the "Plan") is adopted pursuant to Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (as amended, the "1940 Act") by
Fortis Advantage Portfolios, Inc., Fortis Equity Portfolios, Inc., Fortis
Fiduciary Fund, Inc., Fortis Growth Fund, Inc., Fortis Income Portfolios, Inc.,
Fortis Money Portfolios, Inc., Fortis Tax-Free Portfolios, Inc. and Fortis
Worldwide Portfolios, Inc. (hereinafter collectively referred to as the
"Funds"), for and on behalf of each class (each class is referred to hereinafter
as a "Class") of each Fund, and each series for those Funds that are "series"
Funds. The classes of each Fund and series that currently have adopted this
Plan, and the effective dates of such adoptions are as follows:

FORTIS ADVANTAGE PORTFOLIOS, INC.

Asset Allocation Portfolio, Class A* January 31, 1992
Asset Allocation Portfolio, Class B November 14, 1994
Asset Allocation Portfolio, Class C November 14, 1994
Asset Allocation Portfolio, Class H November 14, 1994

Capital Appreciation Portfolio, Class A* January 31, 1992
Capital Appreciation Portfolio, Class B November 14, 1994
Capital Appreciation Portfolio, Class C November 14, 1994
Capital Appreciation Portfolio, Class H November 14, 1994

High Yield Portfolio, Class A* January 31, 1992
High Yield Portfolio, Class B November 14, 1994
High Yield Portfolio, Class C November 14, 1994
High Yield Portfolio, Class H November 14, 1994

Government Total Return Portfolio, Class A* January 31, 1992
Government Total Return Portfolio, Class B November 14, 1994
Government Total Return Portfolio, Class C November 14, 1994
Government Total Return Portfolio, Class H November 14, 1994
<PAGE>

FORTIS EQUITY PORTFOLIOS, INC.

Fortis Capital Fund, Class A* January 31, 1992
Fortis Capital Fund, Class B November 14, 1994
Fortis Capital Fund, Class C November 14, 1994
Fortis Capital Fund, Class H November 14, 1994

Fortis Value Fund, Class A January 1, 1996
Fortis Value Fund, Class B January 1, 1996
Fortis Value Fund, Class C January 1, 1996
Fortis Value Fund, Class H January 1, 1996

Fortis Growth & Income Fund, Class A January 1, 1996
Fortis Growth & Income Fund, Class B January 1, 1996
Fortis Growth & Income Fund, Class C January 1, 1996
Fortis Growth & Income Fund, Class H January 1, 1996

FORTIS FIDUCIARY FUND, INC.

Fortis Fiduciary Fund, Inc., Class A* January 31, 1992
Fortis Fiduciary Fund, Inc., Class B November 14, 1994
Fortis Fiduciary Fund, Inc., Class C November 14, 1994
Fortis Fiduciary Fund, Inc., Class H November 14, 1994

FORTIS GROWTH FUND, INC.

Fortis Growth Fund, Inc., Class A* January 31, 1992
Fortis Growth Fund, Inc., Class B November 14, 1994
Fortis Growth Fund, Inc., Class C November 14, 1994
Fortis Growth Fund, Inc., Class H November 14, 1994

FORTIS INCOME PORTFOLIOS, INC.

Fortis U.S. Government Securities Fund, Class A November 14, 1994
Fortis U.S. Government Securities Fund, Class B November 14, 1994

2
<PAGE>

Fortis U.S. Government Securities Fund, Class C November 14, 1994
Fortis U.S. Government Securities Fund, Class H November 14, 1994

FORTIS MONEY PORTFOLIOS, INC.

Fortis Money Fund, Class A* January 31, 1992
Fortis Money Fund, Class B November 14, 1994
Fortis Money Fund, Class C November 14, 1994
Fortis Money Fund, Class H November 14, 1994

FORTIS TAX-FREE PORTFOLIOS, INC.

National Portfolio, Class A November 14, 1994
National Portfolio, Class B November 14, 1994
National Portfolio, Class C November 14, 1994
National Portfolio, Class H November 14, 1994

Minnesota Portfolio, Class A November 14, 1994
Minnesota Portfolio, Class B November 14, 1994
Minnesota Portfolio, Class C November 14, 1994
Minnesota Portfolio, Class H November 14, 1994

New York Portfolio, Class A November 14, 1994
New York Portfolio, Class B November 14, 1994
New York Portfolio, Class C November 14, 1994
New York Portfolio, Class H November 14, 1994

3
<PAGE>

FORTIS WORLDWIDE PORTFOLIOS, INC.

Fortis Global Growth Portfolio, Class A* January 31, 1992
Fortis Global Growth Portfolio, Class B November 14, 1994
Fortis Global Growth Portfolio, Class C November 14, 1994
Fortis Global Growth Portfolio, Class H November 14, 1994

*For the Class A shares identified above, with the exception of the Class A
shares of Fortis Income Portfolios, Inc. and Fortis Tax-Free Portfolios, Inc.,
this Plan constitutes an amended and restated plan of distribution.

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

1. Compensation

CLASS A

Class A of each Fund is obligated to pay the principal underwriter of the
Fund's shares, Fortis Investors, Inc. ("Investors"), a total fee in connection
with the distribution-related services provided in respect of said Class A and
in connection with the servicing of shareholder accounts of said Class A. This
fee shall be calculated and payable monthly and, with the exception of Fortis
Advantage Portfolios, Inc., and Fortis Money Portfolios, Inc., at an annual rate
of .25% of said Class A's average daily net assets. With regard to Fortis
Advantage Portfolios, Inc., the annual rate shall be .45% on the Asset
Allocation and Capital Appreciation Portfolios and .35% on the High Yield and
Government Total Return Portfolios. With regard to Fortis Money Fund, as
discussed in greater detail below, the annual rate shall be .20% of average
daily net assets. All or any portion of such total fee may be payable as a
Distribution Fee, and all or any portion of such total fee may be payable as a
Shareholder Servicing Fee, as determined from time to time by the Funds' Board
of Directors. Until further action by the Board of Directors, all of such fee
shall be designated and payable as a Distribution Fee.

4
<PAGE>

CLASS B, CLASS C AND CLASS H

Each of Class B, Class C and Class H of each Fund is obligated to pay
Investors a total fee in connection with the servicing of shareholder accounts
of said Class B, Class C or Class H (as applicable) and in connection with
distribution-related services provided in respect of said Class B, Class C or
Class H (as applicable), calculated and payable monthly, at the annual rate of
1.00% of the value of said Class B's, Class C's or Class H's (as applicable)
average daily net assets. All or any portion of such total fee may be payable
as a Shareholder Servicing Fee, and all or any portion of such total fee may be
payable as a Distribution Fee, as determined from time to time by the Funds'
Board of Directors. Until further action by the Board of Directors, .25% per
annum of each Class B's, Class C's, and Class H's average net assets shall be
designated and payable as a Shareholder Servicing Fee and the remainder of such
fee shall be designated as a Distribution Fee.

2. Expenses Covered by the Plan

(a) Except as qualified herein, the Distribution Fee may be used by
Investors for the purpose of financing any activity which is primarily intended
to result in the sale of Class shares. For example, such Distribution Fee may
be used by Investors: (i) to compensate broker-dealers, including Investors and
its registered representatives, for their sale of Portfolio shares, including
the implementation of various incentive programs with respect to broker-dealers,
banks, and other financial institutions, and (ii) to pay other advertising and
promotional expenses in connection with the distribution of Class shares. These
advertising and promotional expenses include, by way of example but not by way
of limitation, costs of prospectuses for other than current shareholders;
preparation and distribution of sales literature; advertising of any type;
expenses of branch offices provided jointly by Investors and any affiliate
thereof; and compensation paid to and expenses incurred by officers, employees
or representatives of Investors or of other broker-dealers, banks, or other
financial institutions, including travel, entertainment, and telephone expenses.

(i) With regard to Class A shares of Money Fund, it is contemplated that
Fortis Advisers, Inc. ("Advisers"), pursuant to an Investment Advisory and
Management Agreement dated January 31, 1992, will receive a monthly fee for
services provided for Fortis Money Fund equivalent on an annual basis to .60% of
the average daily net assets for the first $500 million of assets under
management and .55% of assets under management in excess of $500 million. Under
the Plan, Advisers will then pay to Investors on a monthly basis a fee equal to
.20% of 1% of such average daily net assets as full compensation to Investors
for its services as distributor of Fortis Money

5
<PAGE>

Fund shares pursuant to this Plan; provided, however, that Advisers may directly
pay expenses otherwise payable by Investors and deduct such amounts from the .20
of 1% otherwise payable to Investors.

(b) The Shareholder Servicing Fee may be used by Investors to provide
compensation for ongoing servicing and/or maintenance of shareholder accounts
with each applicable Class of the Fund. Compensation may be paid by Investors
to persons, including employees of Investors, and institutions who respond to
inquiries of shareholders of each applicable Class regarding their ownership of
shares of their accounts with the Fund or who provide other administrative or
accounting services not otherwise required to be provided by the Fund's
investment adviser, transfer agent or other agent of the Fund.

(c) Payments under the Plan are not tied exclusively to the expenses for
shareholder servicing and distribution related activities actually incurred by
Investors, so that such payments may exceed expenses actually incurred by
Investors. The Funds' Board of Directors will evaluate the appropriateness of
the Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including expenses borne by Investors and amounts
it receives under the Plan.

3. Additional Payment by Advisers and Investors

The Funds' investment adviser, Fortis Advisers, Inc. ("Advisers"), and
Investors may, at their option and in their sole discretion, make payments from
their own resources to cover the costs of additional distribution and
shareholder servicing activities.

4. Approval by Shareholders

The Plan will not take effect with respect to any Class, and no fee will be
payable in accordance with Section 1 of the Plan, until the Plan has been
approved by a vote of at least a majority of the outstanding voting securities
of such Class.

5. Approval by Directors

Neither the Plan nor any related agreement will take effect until approved
by a majority vote of both (a) the full Board of Directors of the Funds and (b)
those Directors who are not interested persons of the Funds and who have no
direct or indirect financial interest in the

6
<PAGE>

operation of the Plan or in any agreements related to the Plan (the "Independent
Directors"), cast in person at a meeting called for the purpose of voting on the
Plan and the related agreements.

6. Continuance of the Plan

The Plan will continue in effect from year to year so long as its
continuance is specifically approved annually by vote of the Funds' Board of
Directors in the manner described in Section 5 above.

7. Termination

The Plan may be terminated any time with respect to any Class, without
penalty, by vote of a majority of the Independent Directors or by vote of a
majority of the outstanding voting securities of such Class.

8. Amendments

The Plan may not be amended with respect to any Class to increase
materially the amount of the fees payable pursuant to the Plan, as described in
Section 1 above, unless the amendment is approved by a vote of at least a
majority of the outstanding voting securities of that Class (and, if applicable,
of any other affected Class or Classes), and all material amendments to the Plan
must also be approved by the Fund's Board of Directors in the manner described
in Section 5 above.

9. Selection of Certain Directors

While the Plan is in effect, the selection and nomination of the Funds'
Directors who are not interested persons of the Funds will be committed to the
discretion of the Directors then in office who are not interested persons of the
Funds.

10. Written Reports

In each year during which the Plan remains in effect, Investors and any
person authorized to direct the disposition of monies paid or payable by the
Funds pursuant to the Plan or any related agreement will prepare and furnish to
the Funds' Board of Directors, and the Board will review at least quarterly,
written reports, complying with the

requirements of the Rule, which set out the amounts expended under the Plan and
the purposes for which those expenditures were made.

11. Preservation of Materials

The Funds will preserve copies of the Plan, any agreement relating to the
Plan and any report made pursuant to Section 10 above, for a period of not less
than six years (the first two

7
<PAGE>

years in an easily accessible place) from the date of the Plan, agreement or
report.

12. Meaning of Certain Terms

As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940 Act and the rules and regulations under the 1940
Act, subject to any exemption that may be granted to the Funds under the 1940
Act by the Securities and Exchange Commission.

13. Maximum Aggregate Sales Charge Calculations

In calculating the "remaining amount" under Section 26(d) of the National
Association of Securities Dealers, Inc.'s ("NASD") Rules of Fair Practice for
purposes of determining the maximum aggregate sales charge for each Class of
each Fund, the Funds are authorized to transfer a portion of the "remaining
amount" of a Class in the event of an exchange between that Class and another
Class of the same Fund or the other Funds. However, such a transfer of the
"remaining amount" must be conducted in accordance with Section 26(d), and any
subsequent amendments to such Section, as well as any interpretations of such
Section by the NASD.(1)

- ---------------
(1) Paragraph 13 was added to the Plan pursuant to an amendment adopted by
the Funds' Boards of Directors on December 7, 1995.

<PAGE>

FORTIS ADVISERS, INC.
AND
FORTIS INVESTORS, INC.'S
MULTIPLE CLASS SHARES PLAN FOR :

FORTIS ADVANTAGE PORTFOLIOS, INC.
FORTIS EQUITY PORTFOLIOS, INC.
FORTIS FIDUCIARY PORTFOLIOS, INC.
FORTIS GROWTH FUND, INC.
FORTIS INCOME PORTFOLIOS, INC.
FORTIS MONEY PORTFOLIOS, INC.
FORTIS TAX-FREE PORTFOLIOS, INC.
FORTIS WORLDWIDE PORTFOLIOS, INC

DECEMBER 7, 1995

<PAGE>

MULTIPLE CLASS SHARES PLAN FOR FORTIS FUNDS

I. INTRODUCTION

This Multiple Class Shares Plan (the "Plan") for the Fortis Funds(1) (the
"Funds") has been prepared to provide the Funds' Boards of Directors with an
overview of the multiple class structure that Fortis Advisers, Inc. and Fortis
Investors, Inc. implemented for the Funds on November 14, 1994. In addition,
this document fulfills the requirements of SEC Rule 18f-3(d), promulgated under
the Investment Company Act of 1940, that provides for the creation and
maintenance of a multiple class shares structure without the necessity of an SEC
Exemptive Order.

Pursuant to Rule 18f-3(d), this document sets forth the separate arrangements,
characteristics, and expense allocations for each class and all related
conversion features and exchange privileges, thus providing the framework for
the Funds' multiple class structure. In addition, the Boards' responsibilities
with respect to the multiple class shares program are set forth. Any material
amendments to the Plan will be presented to the Boards for their approval.

II. BACKGROUND

The Funds' multiple class program became effective on November 14, 1994 pursuant
to: (i) Board approval of the program received on June 28, 1994; (ii) an SEC
Exemptive Order dated June 21, 1994; and (iii) an IRS Private Letter Ruling
dated May 10, 1994(2). With the effectiveness of Rule 18f-3 in early 1995, fund
groups operating with a multiple class share structure pursuant to an SEC
Exemptive Order are given the option to continue to operate under the Exemptive
Order or elect to comply with the provisions of Rule 18f-3. At the Boards'
June 27, 1995 meeting the Directors approved the Funds' election to operate
under Rule 18f-3 effective on such date as Fund management selected. Fund
management selected July 31, 1995.

In light of the fact that, as of July 31, 1995, the Funds' multiple class
program has not been materially modified since its approval on June 28, 1994 and
amendment on December 8, 1994, all that was

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

(1) The Fortis mutual funds that, as of January 1, 1996 will have a
multiple class shares structure are the four portfolios of Fortis Advantage
Portfolios, Inc. (Asset Allocation Portfolio, Capital Appreciation Portfolio,
High Yield Portfolio and Government Total Return Portfolio), the three
portfolios of Fortis Equity Portfolios, Inc. (Capital Fund, Value Fund and
Growth & Income Fund), Fortis Fiduciary Fund, Fortis Growth Fund, the sole
portfolio of Fortis Income Portfolios, Inc. (U.S. Government Securities Fund--
"USG"), the sole portfolio of Fortis Money Portfolios, Inc. (Money Fund), the
three portfolios of Fortis Tax-Free Portfolios, Inc. (National Portfolio,
Minnesota Portfolio, and New York Portfolio) and the sole portfolio of Fortis
Worldwide Portfolios, Inc. (Global Growth Portfolio).

(2) The Funds also received an opinion letter from KPMG Peat Marwick LLP,
dated September 7, 1994, that concludes that Class H shares, which were not
included in the request for the Private Letter Ruling, are consistent with the
holdings and requirements of the Ruling.

1
<PAGE>

necessary to effectuate the transition to Rule 18f-3 was the creation of this
Plan and filing it with the SEC as an exhibit to the Funds' registration
statement. No additional Board approvals were necessary and the Plan was filed
and became effective July 31, 1995.

The Plan is now being amended, effective January 1, 1996, primarily due to the
creation of two additional portfolios of Fortis Equity Portfolios, Inc. (namely
Fortis Value Fund and Fortis Growth & Income Fund) that will have a multiple
class share structure and become available on January 1, 1996. In addition,
effective March 1, 1996 Class Z shares will become available for Fortis Growth
Fund.

III. MULTIPLE CLASS SHARES STRUCTURE

The Funds' multiple class shares program allows an investor to select not only
the Fund that has an investment objective that best suits his or her investment
needs, but also the most appropriate distribution method. Specifically, the
investor is able to choose a method of purchasing shares that the investor
believes is most beneficial given the amount of the investment, length of time
the investor expects to hold his or her shares and other relevant circumstances.
The investor's choice of a class also determines how the investor's sales
representative will be compensated on that sale of shares.

Rule 18f-3 authorizes the Board to create additional classes of shares that are
tailored to particular customers, distribution channels and shareholder
servicing arrangements. This flexibility will allow the Funds to quickly adapt
to future changes in the marketplace.

A. CLASS SPECIFICATIONS

The multiple class shares program consists primarily of five classes of shares.
Generally, the characteristics of each of these five classes are laid out in the
following chart:

2
<PAGE>

FORTIS FUNDS
MULTIPLE CLASS STRUCTURE
(Summary of Information Contained in Exhibit A)
- --------------------------------------------------------------------------------

CLASS A*/** B/H*** C E**/****

Front End
Sales Charge 4.5%-4.75% None None 4.5%
(None on Money Fund)

Dealer Concession 4.0% 4.0% 1.0% 4.0%
5.25% on H

CDSC None 4%, 4%, 3% 1%/ None
3%, 2%, 1% 1 Year
(6 Years)*****

Conversion to A N/A Year 9 None N/A

Total 12b-1 .20%-.45% 1.0% 1.0% None

Trail Commission .20%-.45% .25% 1.0% None
No Trail Year 2+
On H
- --------------------------------------------------------------------------------
* Includes a class of shares for new purchasers of USG and/or Tax-Free
that has a .25% 12b-1 fee.
** The Million Dollar NAV Program, which predates the multiple class
shares program, remains intact. However, it only applies to purchases of Class A
and Class E shares.
*** Class B is identical to Class H in all respects EXCEPT Class H has a
5.25% dealer concession with no trail commission compared to a 4% dealer
concession and a .25% trail commission on Class B shares. From time to time, at
Investors' sole discretion, the concession on Class H may be uniformly increased
to 5.50%.
**** Class E is available for USG and Tax-Free only. This class has no 12b-
1 fee and is designed for additional purchases and reinvestment of
dividends/capital gains by USG and Tax-Free shareholders of record on November
13, 1994.
***** With respect to Class B and H shares only, the CDSC does not apply to
an amount that represents, on an annual (non-cumulative) basis, up to 10% of the
amount (at the time of the investment) of a shareholder's purchases. On all
classes the CDSC does not apply to amounts representing an increase in share
value due to capital appreciation and shares acquired through the reinvestment
of dividends or capital gains distributions. In addition, the CDSC is waived in
the event of a shareholder's death or disability.

3
<PAGE>

The specifics as to how each Fund has implemented the multiple class structure
and the characteristics of each Fund's classes are set forth in Exhibit A.

Class Z shares, which are not depicted in the preceding chart and which will not
become available until March 1, 1996, are limited to Growth Fund and are only
available for continued and future investment to particular individuals.
Specifically, Class Z shares will be available to all shareholders of record of
the Special Stock Portfolio of Special Portfolios, Inc. on March 1, 1996, the
date this portfolio is merged into Class Z of Growth Fund. In addition, Class Z
shares will be available to personnel of Fortis, Inc. and its affiliates,
officers and directors of Growth Fund and pension, profit sharing and other
retirement plans created for the benefit of such persons. Class Z shares are
pure "no load" shares, they are not subject to any sales charge or 12b-1 fees
and no dealer concession is paid on their purchase.

As referenced in the preceding chart and discussion, as well as in Exhibit A,
the multiple class structure for USG, the Tax-Free Portfolios and Growth Fund is
somewhat different than for the other Funds. The other Funds each have four
classes of shares: Class A, Class B, Class H, and Class C. USG and the Tax-
Free Portfolios have an additional class of shares (Class E) due to the fact
that at the time the multiple class shares program was implemented they were the
only Funds whose shareholders were not assessed a Rule 12b-1 fee. In light of
this fact, and recognizing that in order to remain viable and competitive,
future sales of these Funds' shares must provide an ongoing trail commission to
the sales force funded by a Rule 12b-1 fee, it was determined that in the
interest of fairness and as a reward for their loyalty to these Funds, the USG
and Tax-Free shareholders of record on November 13, 1994 should not be asked to
incur a Rule 12b-1 fee. Class E was developed for these shareholders and it
will not be subject to any Rule 12b-1 fee (unless a Rule 12b-1 plan is
subsequently adopted by the Class E shareholders). Class E shareholders are
allowed to obtain additional Class E shares of their Funds through reinvestment
of dividends and capital gains and/or additional purchases. Other individuals
seeking to purchase shares of these Funds with a front end sales charge have to
purchase Class A shares that are subject to a .25% 12b-1 fee that funds a .25%
trail commission.

Growth Fund has five classes of shares: Class A, Class B, Class H, Class C and
Class Z.

B. EXCHANGES

With respect to exchanges of shares, the general rule under the multiple class
shares program is that Fund shares of one class can only be exchanged for shares
of the same class of another Fund. For example, the holder of Class A shares of
Growth Fund is allowed to exchange those shares for Class A shares of the
Fiduciary Fund or any other Fund. However, that shareholder is not allowed to
exchange his or her Class A Growth Fund shares for Class B, Class H, or Class C
shares of Fiduciary Fund, Growth Fund or any other Fund.

There are two exceptions to the general rule concerning exchanges. First,
Class E and Class Z shareholders may only exchange their shares for Class A
shares of another Fund. However, they will be allowed to move back into Class E
or Class Z of their original Fund through an exchange.

4
<PAGE>

The second exception relates to Money Fund. New purchases of Money Fund are only
allowed into Class A. However, Class A Money Fund shareholders are allowed to
exchange their shares (using the systematic investment/dollar cost averaging
mechanism or otherwise) for Class A shares of any of the other Funds (in which
case a front end sales charge is imposed) or for shares of the other available
classes (not subject to a front end sales charge, but subject to a CDSC). Once
Class A Money Fund shares have been exchanged into Class B, Class H or Class C
shares of another fund, they cannot be exchanged back for Class A Money Fund
shares. However, each class of shares has a corresponding Money Fund class
(i.e., Class A, Class B, Class H and Class C) that allows shareholders of that
class to exchange their shares back and forth into Money Fund. For example,
Class B shareholders of Growth Fund could exchange their shares for Class B
shares of Money Fund and then exchange back for Class B shares of Growth Fund or
Class B shares of any other Fund.

C. CONVERSIONS

As the multiple class shares structure is presently structured, the only
conversion that takes place is the conversion of Class B and Class H shares
(except those purchased by reinvestment of dividends and other distributions
paid on those shares) to Class A shares on the ninth anniversary of the purchase
of those shares. Shares of these classes purchased through the reinvestment of
dividends and other distributions paid on such shares are, for purposes of
conversion, considered to be held in a separate sub-account. Each time any
Class B or Class H shares convert to Class A, a proportionate number of the
shares of the same class in the sub-account converts to Class A.

D. COMPLIANCE GUIDELINES

Investors has adopted compliance standards for the sale of Fortis Funds and
requires that all persons selling Fortis Funds agree to abide by these
standards. Generally, these standards are based on the following principles:

1. If the investor intends his or her investment to be a long-term
investment, he or she should invest in Class A shares.

2. A long-term investor should not invest in Class C.

3. Any investor who is eligible for an exemption from the sales charge
(i.e., they may purchase Fund shares at net asset value) should invest
in Class A shares, or, where applicable, Class Z shares.

4. While Class A shares have no maximum order, Class B and H shares have
a $500,000 maximum and Class C shares have a $1,000,000 maximum.
Orders greater than these limits are treated as orders for Class A
shares.

IV. ALLOCATION OF EXPENSES

Under the multiple class shares program, Fund-Level expenses are allocated to
the various classes based upon the relative net assets held by each class. For
Class-Level expenses, each Class is allocated the amount of that expense
actually incurred by the Class. Specifically, expenses are

5
<PAGE>

allocated as follows:

- -----------------------------------------------------------------
Type of Expense Allocation
- --------------- ----------

Direct Shareholder Expenses:
Investment Advisory & Management Fees Fund-Level
12b-1 Fees Class-Level

Operating Expenses:
Director Fees & Expenses Fund-Level
Directors' Travel & Expenses Fund-Level
Legal Fees & Expenses Fund-Level
Audit Fees Fund-Level
Custodian Fees Fund-Level
Insurance, Errors & Omissions Fund-Level
Dues Fund-Level
Expense Limitation Fund-Level
Registration & Filing Fees Fund-Level
SEC Fund-Level
Blue Sky (State) Fund-Level
Mailing & Postage-Reports, Prospectuses Fund-Level
Printing-Reports Fund-Level
Mailing & Postage-Proxy Fund-Level
Printing-Proxy Fund-Level
Money Fund-specific Class-Level
transfer agent expenses
(e.g. check writing and
postage for confirmations)
- -----------------------------------------------------------------

The foregoing methodology for the allocation of expenses has been reviewed and
approved by the Board of each Fund. Any subsequent changes to the allocation
methodology must similarly be reviewed and approved by the Board of each Fund.
However, under Rule 18f-3, the Boards' approval of the Plan constitutes an
approval of the included allocation of expenses.

The Board of each Fund receives and reviews, at least quarterly, a written
report of the Fund's expenses. In its review of these reports the Directors
should continue to keep in mind that the IRS issued a Private Letter Ruling
relating to the Fund's multiple class structure at least partially on the basis
of a representation by the Funds that the allocation of class expenses,
excluding 12b-1 fees, will not cause a differential of 50 basis points or more
among the per share distribution of a Fund's classes.

On a related basis, the Boards also receive quarterly and annual statements
concerning, as applicable, distribution and shareholders' servicing expenditures
under the Funds' Rule 12b-1 plans. These statements, including the allocations
upon which they are based, are presented for approval by the Directors in the
exercise of their fiduciary duties.

6
<PAGE>

V. BOARD RESPONSIBILITIES

The responsibilities of the Board of Directors under the multiple class shares
program and Rule 18f-3 are as follows:

A. BOARD APPROVALS:

As discussed earlier, the Board of each Fund must approve all material
amendments to the Plan. Specifically, this approval requires the vote of a
majority of each Fund's Directors and a majority of each Fund's non-
interested Directors. In order to approve the amended Plan, the Board of
each Fund must find that the amended Plan, including the expense
allocation, is in the best interest of each class individually and the Fund
as a whole. Before any vote on the Plan, the Directors are obligated to
request and evaluate, and any agreement relating to a class arrangement
shall require the parties thereto to furnish, such information as may be
reasonably necessary to evaluate the Plan.

B. MONITORING FOR CONFLICTS OF INTEREST:

On an ongoing basis, and pursuant to their fiduciary responsibility under
the 1940 Act, the Directors monitor the Funds for the existence of any
material conflicts between the interests of the shareholders of different
classes. If such a conflict arises, the Boards, including a majority of the
independent directors, will take such action as is reasonably necessary to
eliminate the conflict. Fortis Advisers, Inc. ("Advisers") and Fortis
Investors, Inc. ("Investors") have agreed that they will be responsible for
reporting any potential or existing conflicts to the directors. If a
conflict among classes arises, Advisers and Investors will remedy such
conflict at their own expense, up to and including establishing a new
registered management investment company.

C. APPROVAL OF RULE 12B-1 PLANS:

The implementation of the multiple class shares program has not altered the
requirement under Rule 12b-1 that the Board annually approve each Fund's
12b-1 Plans and their related agreements.

D. DIVIDEND RATE APPROVAL:

The dividend setting committee of the Board of Directors will be
responsible for approving the daily and other periodic dividend rates.

VI. CONCLUSION

The foregoing information provides an overview of the Fortis Funds' multiple
class structure. In addition, this document provides the Directors with an
outline of their duties in monitoring the class shares program. Therefore, it
is suggested that each Director retain this document for use in connection with
their future responsibilities with regard to the multiple class shares program.

7
<PAGE>

EXHIBIT A

FUND BY FUND SPECIFICATIONS OF THE

FORTIS MULTIPLE CLASS SHARES STRUCTURE
<PAGE>

FORTIS ADVANTAGE PORTFOLIOS, INC.
Asset Allocation Portfolio
Capital Appreciation Portfolio
High Yield Portfolio
Government Total Return Portfolio

SUMMARY: Each Advantage Portfolio will have four classes of shares: Class
A, Class B, Class H, and Class C.

SPECIFICS: The Multiple Class Shares Structure for the four portfolios of
this Fund is, except to the extent indicated below, identical.

CLASS A SHARES

Front End Sales Charge ("FESC"): 4.5% on High Yield and Government Total
Return and 4.75% on Asset Allocation and
Capital Appreciation (With breakpoints on
sales of $100,000 or more.)

Dealer Concession: 4.0% (Which decreases on sales of $1,000,000 or more)

Contingent Deferred Sales Charge: None (Except for sales of $1,000,000 or more
("CDSC"): which are subject to a CDSC, but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: Asset Allocation Portfolio .45%
Capital Appreciation Portfolio .45%
High Yield Portfolio .35%
Government Total Return Portfolio .35%

Trail Commission: Asset Allocation Portfolio .25% (.45%*)
Capital Appreciation Portfolio .25% (.45%*)
High Yield Portfolio .25% (.35%*)
Government Total Return Portfolio .25% (.35%*)

* The higher Trail Commission amount is paid when the aggregate current value of
the portfolio accounts for the Dealer's customers exceeds $1,000,000.

A-1
<PAGE>

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

A-2
<PAGE>

FORTIS EQUITY PORTFOLIOS, INC.

Fortis Capital Fund
Fortis Value Fund
Fortis Growth & Income Fund

SUMMARY: Fortis Capital Fund, Fortis Value Fund and Fortis Growth & Income
Fund will have four classes of shares: Class A, Class B, Class H
and Class C.

SPECIFICS:

CLASS A SHARES

FESC: 4.75% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .25%

Trail Commission: .25%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

A-3
<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

A-4
<PAGE>

FORTIS FIDUCIARY FUND, INC.

SUMMARY: Fortis Fiduciary Fund will have four classes of shares: Class A,
Class B, Class H and Class C.

SPECIFICS:

CLASS A SHARES

FESC: 4.75% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .25%

Trail Commission: .25%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

A-5
<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

A-6
<PAGE>

FORTIS GROWTH FUND, INC.

SUMMARY: Fortis Growth Fund will have five classes of shares: Class A,
Class B, Class H, Class C and Class Z. Class Z will become
available March 1, 1996.

SPECIFICS:

CLASS A SHARES

FESC: 4.75% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .25%

Trail Commission: .25%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

A-7
<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

CLASS Z SHARES

FESC: None

Dealer Concession: None

CDSC: None

Conversion to A: None

Total 12b-1 Fees: None

Trail Commission: None

A-8
<PAGE>

FORTIS INCOME PORTFOLIOS, INC.

Fortis U.S. Government Securities Fund

SUMMARY: Fortis U.S. Government Securities Fund will have 5 classes of
shares: Class A, Class B, Class H, Class C and Class E.

SPECIFICS:

CLASS A SHARES

FESC: 4.5% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .25%

Trail Commission: .25%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

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<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

CLASS E SHARES

FESC: 4.5% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC, but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: None

Trail Commission: None

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<PAGE>

FORTIS MONEY PORTFOLIOS, INC.

Fortis Money Fund

SUMMARY: Fortis Money Fund will have four classes of shares: Class A,
Class B, Class H and Class C.

SPECIFICS:

CLASS A SHARES

FESC: None

Dealer Concession: None

CDSC: None

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .20%

Trail Commission: .20%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

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<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

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<PAGE>

FORTIS TAX-FREE PORTFOLIOS, INC.
Minnesota Portfolio
National Portfolio
New York Portfolio

SUMMARY: The Fortis Tax-Free Portfolios will have five classes of shares:
Class A, Class B, Class H, Class C, and Class E.

SPECIFICS:

CLASS A SHARES

FESC: 4.5% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .25%

Trail Commission: .25%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (No Trail Commission on Class H
shares)

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<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

CLASS E SHARES

FESC: 4.5% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$100,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC, but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: None

Trail Commission: None

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<PAGE>

FORTIS WORLDWIDE PORTFOLIOS, INC.

Fortis Global Growth Portfolio

SUMMARY: Fortis Global Growth Portfolio will have four classes of shares:
Class A, Class B, Class H and Class C.

SPECIFICS:
CLASS A SHARES

FESC: 4.75% (With breakpoints on sales of
$100,000 or more)

Dealer Concession: 4.0% (Which decreases on sales of
$1,000,000 or more)

CDSC: None (Except for sales of $1,000,000 or
more, which are subject to a CDSC but
not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A: Not Applicable

Total 12b-1 Fees: .25%

Trail Commission: .25%

CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC: None

Dealer Concession: 4.0% (5-1/4% on Class H)

CDSC: 4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A: Year 9

Total 12b-1 Fees: 1.0%

Trail Commission: .25% (no Trail Commission on Class H
shares)

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<PAGE>

CLASS C SHARES

FESC: None

Dealer Concession: 1.0%

CDSC: 1% for 1 year

Conversion to A: None

Total 12b-1 Fees: 1.0%

Trail Commission: 1.0% (Beginning in Year 2)

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