FORTIS FIDUCIARY FUND INC
485BPOS, 1997-12-31
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<PAGE>

                                              1933 Act Registration No.  2-74200

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM N-1A
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           Pre-Effective Amendment No.    
                                                      -----
                           Post-Effective Amendment No. 21
                                                       -----
                                        AND/OR

                           REGISTRATION STATEMENT UNDER THE
                            INVESTMENT COMPANY ACT OF 1940
                                Amendment No.        
                                             ------
                           (Check appropriate box or boxes)


                             FORTIS FIDUCIARY FUND, INC.
                  (Exact Name of Registrant as Specified in Charter)

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

                                    (612) 738-4000
                 (Registrant's Telephone Number, including Area Code)

                                Scott R. Plummer, Esq.
                                 500 Bielenberg Drive
                              Woodbury, Minnesota  55125
                       (Name and Address of Agent for Service)

                                       COPY TO:
                               Michael J. Radmer, Esq.
                                 Dorsey & Whitney LLP
                                220 South Sixth Street
                          Minneapolis, Minnesota  55402-1498

It is proposed that this filing will become effective (check appropriate box):
              immediately upon filing pursuant to paragraph (b) of Rule 485
     --------
         X    on January 1, 1998 pursuant to paragraph (b) of Rule 485
     --------
              75 days after filing pursuant to paragraph (a) of Rule 485
     --------
              60 days after filing pursuant to paragraph (a) of Rule 485
     --------

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

<PAGE>
                             FORTIS FIDUCIARY FUND, INC.
                         Registration Statement on Form N-1A
                           --------------------------------
                                Cross Reference Sheet
                               Pursuant to Rule 481(a)
                           -------------------------------

<TABLE>
<CAPTION>
Item No.                                          Prospectus Heading
- --------                                          ------------------
<S>  <C>                                          <C>
1.   Cover Page. . . . . . . . . . . . . . .      Cover Page (no caption)
2.   Synopsis. . . . . . . . . . . . . . . .      Summary of Fund Expenses
3.   Financial Highlights. . . . . . . . . .      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; 
                                                  Dividends and Capital Gain
                                                  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

Heading                                           Statement of Additional Information
- -------                                           -----------------------------------
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 and Other
     Practices . . . . . . . . . . . . . . .      Portfolio Transactions and Allocation 
                                                  of Brokerage
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 Performance Data. . . .      Performance
23.  Financial Statements. . . . . . . . . .      Financial 
</TABLE>

<PAGE>

                             Incorporation by Reference 
                                         and
                                   Explanatory Note


          Part A (Prospectus) of this Registration Statement is incorporated by
reference from Post-Effective Amendment No. 79 to the Registration Statement of
Fortis Equity Portfolios, Inc. (File No. 2-11387) filed on December 31, 1997. 
Such Prospectus combines four Registrants:  three series of Fortis Equity
Portfolios, Inc., two series of Fortis Advantage Portfolios, Inc., one series of
Fortis Fiduciary Fund, Inc. and one series of Fortis Growth Fund, Inc.

          The Part B (Statement of Additional Information) of this Registration
Statement is incorporated by reference from Post-Effective Amendment No. 79 to
the Registration Statement of Fortis Equity Portfolios, Inc. (File No. 2-11387)
filed on December 31, 1997.  Such Part B also combines the same four
Registrants:  three series of Fortis Equity Portfolios, Inc., two series of
Fortis Advantage Portfolios, Inc., one series of Fortis Fiduciary Fund, Inc. and
one series of Fortis Growth Fund, Inc.  Post-Effective Amendment No. 79 was
filed pursuant to Rule 485(a) to become effective on the same day as this
Registration Statement.

     This Registration Statement contains the cover page, cross-reference sheet,
Part C, Exhibit 11 (Auditors' Consent) and signature page.
<PAGE>

                                        PART C

                             Fortis Fiduciary Fund, Inc.

                                  OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial statements are incorporated by reference to the Registrant's
     Annual Report previously filed with the Commission.

(b)  Exhibits:

     1.   Articles of Incorporation (6)
     2.   Bylaws (3)
     3.   Not applicable
     4.   Not applicable
     5.   Investment Advisory and Management Agreement (3)
     6.   Underwriting Agreement (6)
     7.   Not applicable
     8.   Custody Agreement (4)
     9.   Not applicable
     10.  Not applicable
     11.  Consent of KPMG Peat Marwick LLP (8)
     12.  Not applicable
     13.  Not applicable
     14.  Model plan establishing retirement plan (2) and (5)
     15.  Rule 12b-1 Plan (8)
     16.  Computation of Performance Quotations (1)
     17.  Not applicable
     18.  Plan pursuant to Rule 18f-3 (7)
- -----------------------------------------
(1)  Incorporated by reference to Post-Effective Amendment No. 9 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in April 1989.
(2)  Incorporated by reference to Post-Effective Amendment No. 51 to the
     Registration Statement of AMEV Growth Fund, Inc. (File No. 2-14784) on Form
     N-1A filed with the Commission in December 1991.
(3)  Incorporated by reference to Post-Effective Amendment No. 12 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in November 1992.
(4)  Incorporated by reference to Post-Effective Amendment No. 13 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in November 1992.
(5)  Incorporated by reference to Post-Effective Amendment No. 14 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in November 1993.

<PAGE>

(6)  Incorporated by reference to Post-Effective Amendment No. 18 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in November 1994.
(7)  Incorporated by reference to Post-Effective Amendment No. 19 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in July 1995.
(8)  Incorporated by reference to Post-Effective Amendment No. 20 to the
     Registrant's Registration Statement on Form N-1A filed with the Commission
     in December 1996.
(9)  Filed herewith.

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

     No person is directly or indirectly controlled by or under common control
with the Registrant.

ITEM 26.  NUMBER OF HOLDERS OF SECURITIES

     As of November 30, 1997, there were the following number of record holders
of each class of Common Shares of the Fund:

          Class A   7,116
          Class B     841
          Class C     216
          Class H   1,360

ITEM 27.  INDEMNIFICATION

     Refer to Post-Effective Amendment No. 8 to the Registrant's Registration
Statement filed with the Commission in March 1988, which is incorporated herein
by reference.

ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

     Information on the business of the Adviser is described in the Statement of
Additional Information.  In addition to those listed in the Statement of
Additional Information:

<TABLE>
<CAPTION>
                                                                 Other Business/Employment
Name                          Position with Adviser              During past Two Years
- ----                          ---------------------              -------------------------
<S>                           <C>                                <C>
Michael D. O'Connor           Qualified Plan Officer             Qualified Plan Officer of Fortis
                                                                 Benefits Insurance Company
David C. Greenzang            Money Market Portfolio             Debt securities manager with
                               Officer                           Fortis, Inc.
</TABLE>


                                          2

<PAGE>

ITEM 29.  PRINCIPAL UNDERWRITERS

(a)  Fortis Advantage Portfolios, Inc.
     Fortis Equity Portfolios, Inc.
     Fortis Fiduciary Fund, Inc.
     Fortis Income Portfolios, Inc.
     Fortis Money Portfolios, Inc.
     Fortis Securities, Inc.
     Fortis Series Fund, Inc.
     Fortis Worldwide Portfolios, Inc.
     Variable Account C of Fortis Benefits Insurance Company
     Variable Account D of Fortis Benefits Insurance Company

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

<TABLE>
<CAPTION>

                                    Positions and Offices           Positions and Offices
   Name/Address                       With Underwriter                with Registrant
- -----------------------            ----------------------           ---------------------
<S>                                <C>                              <C>
Carol M. Houghtby                  2nd Vice President and             Accounting Officer
500 Bielenberg Drive               Treasurer
Woodbury, MN
</TABLE>

(c)  Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     The physical possession of the accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and Rules 3la-1 to 3la-3 promulgated thereunder is maintained by the Registrant
at Fortis Advisers, Inc., 500 Bielenberg Drive, Woodbury, MN  55125.

ITEM 31.  MANAGEMENT SERVICES

     Not applicable.

ITEM 32.  UNDERTAKINGS

(a)  Not applicable.

(b)  Not applicable.

(c)  Each recipient of a prospectus of any series of the Registrant may request
the latest Annual Report of such series, and such Annual Report will be
furnished by the Registrant without charge.


                                        3
<PAGE>

                                      SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement on Form N-1A
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Woodbury and State of Minnesota on the
29th day of December 1997.

                                        FORTIS FIDUCIARY FUND, INC.
                                         (Registrant)


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

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

  /s/ Dean C. Kopperud               President (principal      December 29, 1997
- -----------------------------        executive officer)
Dean C. Kopperud

  /s/ Tamara L. Fagely               Treasurer (principal      December 29, 1997
- -----------------------------        financial and
Tamara L. Fagely                     accounting officer)

Richard D. Cutting*                  Director

Allan R. Freedman*                   Director

Robert M. Gavin*                     Director

Benjamin S. Jaffray*                 Director

Jean L. King*                        Director

Richard M. Mahoney*                  Director

Robb L. Prince*                      Director

Leonard J. Santow*                   Director

Noel S. Shadko                       Director

Joseph M. Wikler*                    Director


*By   /s/ Dean C. Kopperud                                     December 29, 1997
   --------------------------
   Dean C. Kopperud, Attorney-in-Fact
   (Pursuant to a Power of Attorney dated March 21, 1996)

<PAGE>


[LETTERHEAD]




                            INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Fortis Advantage Portfolios, Inc.
Fortis Growth Fund, Inc.
Fortis Fiduciary Fund, Inc.
Fortis Equity 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.




                                                  /s/ KPMG Peat Marwick LLP
                                                      KPMG Peat Marwick LLP


Minneapolis, Minnesota
December 29, 1997


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