FORTIS EQUITY PORTFOLIOS INC
N-30D, 1995-04-26
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<PAGE>

FORTIS CAPITAL FUND
Semi-Annual Report
February 28, 1995

HIGHLIGHTS
FOR THE SIX-MONTH PERIOD ENDED FEBRUARY 28, 1995:

<TABLE>
<CAPTION>

                                                                                                          S&P 500
                                    CLASS A           CLASS B*          CLASS C*          CLASS H*      STOCK INDEX
<S>                                 <C>               <C>               <C>               <C>              <C>
NET ASSET VALUE PER SHARE:
 Beginning of period                $18.36            $18.35            $18.35            $18.35           475.50
 End of period                      $17.55            $17.52            $17.51            $17.51           487.38
DISTRIBUTIONS PER SHARE:
 From net investment income         $ .039            $ .020            $ .020            $ .020               --
 From net realized gains            $ .764            $ .764            $ .764            $ .764               --
<FN>
*Period from November 14, 1994 (commencement of operations) to February 28, 1995.
</TABLE>


CONTENTS
LETTER TO SHAREHOLDERS                                                     1
SCHEDULE OF INVESTMENTS                                                    3
STATEMENT OF ASSETS AND LIABILITIES                                        4
STATEMENT OF OPERATIONS                                                    5
STATEMENTS OF CHANGES IN NET ASSETS                                        6
NOTES TO FINANCIAL STATEMENTS                                              7
BOARD OF DIRECTORS AND OFFICERS                                            9

HOW TO USE THIS REPORT

For a quick overview of the fund's performance during the past six months, refer
to the Highlights box below. The letter from the portfolio manager and president
provides a more detailed analysis of the fund and financial markets.

The charts alongside the letter are useful because they provide more information
about your investments. The top holdings chart shows the types of securities in
which the fund invests, and the pie chart shows a breakdown of the fund's assets
by sector. The portfolio changes show the investment decisions your fund manager
has made over the period in response to changing market conditions.

The performance chart graphically compares the fund's total return performance
with a selected investment index. Remember, however, that an index may
reflect the performance of securities the fund may not hold. Also, the index
does not deduct sales charges, investment advisory fees and other fund expenses,
whereas your fund does. Individuals cannot buy an unmanaged index fund without
incurring some charges and expenses. Sales charges pay for your investment
representative's advice.

This report is just one of several tools you can use to learn more about your
investment in the Fortis Family of Mutual Funds. Your investment representative,
who understands your personal financial situation, can best explain the features
of your investment and how it's designed to help you meet your financial goals.

TOLL-FREE PERSONAL ASSISTANCE
Shareholder Services
(800) 800-2638, Ext. 3012 or 3014
7:30 a.m. to 5:30 p.m. CST, M-Th
7:30 a.m. to 5:00 p.m. CST, F

TOLL-FREE INFORMATION LINE
For daily account balances, transaction activity or net asset value information
(800) 800-2638, Ext. 4344 24 hours a day


<PAGE>

FOR MORE INFORMATION ABOUT FORTIS FINANCIAL GROUP'S FAMILY OF PRODUCTS, CALL
YOUR INVESTMENT REPRESENTATIVE OR THE HOME OFFICE AT (800) 800-2638. TO ORDER
PROSPECTUSES OR SALES LITERATURE FOR ANY FORTIS PRODUCT, CALL (800) 800-2638,
EXT. 4579.

DEAR SHAREHOLDER,

We're pleased to present the Fortis Capital Fund semi-annual report for the
period ended February 28, 1995.

ECONOMIC REVIEW AND INVESTMENT STRATEGIES

For the third consecutive year, stock price indices traded within an extremely
narrow range, producing modest returns at best. The main reason for last year's
lackluster market was the sharp rise in interest rates, reversing more than a
decade of rate declines. Although 1994 corporate profits realized strong
increases, price/earnings ratios applied to those profits were compressed by
rising interest rates. Looking forward, the three-year sideways correction in a
period of rising earnings produced attractive equity valuations as we entered
1995

Thus far in 1995, stock prices have moved irregularly upward to new all-time
highs. Investors currently feel the Federal Reserve has completed its tight
monetary policy, initiated in February 1994 in an effort to control inflation.
Further, the belief is that the Federal Reserve has accomplished its objective
of slowing economic activity to a noninflationary growth level. This outcome
would be ideal, but its reality is currently far from certain.

In the meantime, continued strength in corporate earnings provides a strong
underpinning for stock prices. The surge in cash flows, which has not been well
publicized, has strengthened corporate financial positions and led to a major
trend in stock buy/back programs, rivaling the huge equity retirement of the
1980s.

Mutual funds continue to see an inflow into equity funds. Some of which may be
redemptions from nondomestic funds returning to safer havens, considering the
problems in Mexico and the poor experience in emerging market investments in the
past year.

Additionally, there are expectations for Congressional actions that could be
favorable to our markets, including a reduction in the capital gains tax rate,
various plans to stimulate savings, and real action to limit government
spending. While these are some of the factors currently supporting stock prices,
ultimately the interrelationships of economic activity, inflation and interest
rates will dictate the stock market's direction and magnitude of change.

PORTFOLIO REVIEW

The portfolio continues to include a large exposure to several widely diverse
areas of technology. The motivation behind capital spending for some time has
been the need to improve productivity to compete more effectively in one's
domestic and global markets. Much of this corporate spending has been in the
technological area in an effort to improve processes and products, as well as to
lower costs of production.

Simultaneously, sales of personal computers for home use have been exploding as
individuals attempt to gain better control of their lives and time.

Another highly publicized activity, but whose promise is just dawning, is the
information highway. The beneficiaries of all this activity include software
companies, managers of large data bases, companies that facilitate computer
networks -- intraoffice, as well as across the entire enterprise -- and a wide
range of producers of products and services that provide the implementation and
use of all these technologies. The need for all these technolgies is worldwide,
and U.S. companies are the clear leaders in nearly all of these areas.

IN CLOSING

We're pleased to announce the addition of class share pricing, which offers
investors a choice of purchasing plans. Each class of shares represents the same
investment portfolio, the same fund philosophy and the same professional money
management you've come to associate with Fortis Financial Group.

As you invest, consider the amount of your investment, the length of time you
plan to hold it, your current financial needs and the expenses of each class of
shares. Then talk with your financial advisor to determine the class of shares
that best meets your financial needs and goals.

We appreciate your investment in the Fortis Capital Fund. If you have any
questions, please call us or talk with your investment professional.

Sincerely,
Dean C. Kopperud
President
Stephen M. Poling
Vice President
March 23, 1995


<PAGE>

TOP TEN HOLDINGS AS OF 2/28/95

<TABLE>
<CAPTION>

                                                                     Percent of
Stocks                                                               net assets
<S>                                                                  <C>
  1. Silicon Graphics, Inc.                                               4.9%
  2. Oracle Systems Corp.                                                 4.7%
  3. Mattel, Inc.                                                         4.0%
  4. Motorola, Inc.                                                       3.8%
  5. Home Depot, Inc.                                                     3.0%
  6. Microsoft Corp.                                                      2.8%
  7. General Instrument Corp.                                             2.6%
  8. Lowe's Companies, Inc.                                               2.5%
  9. Office Depot, Inc.                                                   2.2%
 10. First Data Corp.                                                     2.1%
<FN>
Note: Excludes holdings in U.S. Government Securities representing 10.3% of net
assets.
</TABLE>

Portfolio Changes for the Six-Month Period Ended February 28, 1995

ADDITIONS:
Computer Associates International, Inc.
Viacom, Inc. Non-Voting

ELIMINATIONS:
Blockbuster Entertainment Corp.
Grupo Televisa, S.A. de C.V. ADR
H &R Block, Inc.
MCI Communications Corp.
Shaw Industries, Inc.
Telefonos de Mexico, S.A. de C.V. ADR

<TABLE>
<CAPTION>

FORTIS CAPITAL FUND
Class B, C, and H Total Returns
Since Inception 11/14/94+

                                                      Without            With
                                                        CDSC             CDSC++
<S>                                                   <C>                <C>
Class B Shares                                         +0.04%           -3.40%
Class C Shares                                         -0.02%           -0.97%
Class H Shares                                         -0.02%           -3.45%
</TABLE>

The performance of the separate classes will vary based on the differences in
sales loads and distribution fees paid by shareholders investing in the
different classes. Total returns include investment of all dividend and capital
gains distributions.
+Date shares were first offered to the public.
++Assumes redemption on February 28, 1995.

FORTIS CAPITAL FUND
Schedule of Investments

<TABLE>
<CAPTION>

(Unaudited)

February 28, 1995

COMMON STOCKS -- 81.37%

                                                                                           Market
Shares                                                               Cost (b)             Value (c)
<S>             <C>                                                 <C>                  <C>
                BROADCASTING -- 1.87%
129,600          The News Corp., Ltd. ADS (d)                       $ 2,287,945          $ 2,349,000
51,522           Viacom, Inc. Non-Voting (a)                          1,988,842            2,305,610
                                                                      4,276,787            4,654,610
                 BUSINESS SERVICES AND SUPPLIES -- 5.85%
97,900           First Data Corp.                                     3,275,890            5,262,125
13,468           First Financial Management Corp. (d)                   710,070              930,975
168,000          MBNA Corp.                                           3,617,255            4,431,000
139,300          Sensormatic Electronics Corp.                        4,063,799            3,952,638
                                                                     11,667,014           14,576,738
                 COMPUTER -- SOFTWARE -- 9.25%
26,000           Computer Associates International, Inc.              1,301,248            1,482,000
67,700           Lotus Development Corp. (a)                          3,436,579            2,826,475
109,600          Microsoft Corp. (a)                                  1,300,789            6,904,800
375,000          Oracle Systems Corp. (a)                             2,734,304           11,812,500
                                                                      8,772,920           23,025,775
                 ELECTRONIC -- CONTROLS AND EQUIPMENT -- 1.63%
87,700           APPLIED MATERIALS, INC. (a)                          3,590,291            4,045,162


<PAGE>


                 ELECTRONIC -- SEMICONDUCTOR AND CAPACITOR -- 5.01%
38,300           INTEL CORP                                           1,207,433            3,054,425
164,000          MOTOROLA, INC.                                       3,982,540            9,430,000
                                                                      5,189,973           12,484,425
                 FINANCE COMPANIES -- MISCELLANEOUS -- 4.09%
66,500           Federal National Mortgage Association                2,327,500            5,128,812
132,288          Green Tree Financial Corp.                           3,472,611            5,060,016
                                                                      5,800,111           10,188,828
                 HEALTH CARE SERVICES -- 5.66%
67,000           Columbia/HCA Healthcare Corp.                        2,492,203            2,772,125
55,700           Pacificare Health Systems, Inc., Class B (a)         2,617,125            3,912,925
90,650           U.S. Healthcare, Inc.                                2,436,802            3,897,950
81,600           United Healthcare Corp.                              2,721,079            3,508,800
                                                                     10,267,209           14,091,800

                 HOTEL AND MOTEL -- 1.11%
115,500          Mirage Resorts, Inc. (a)                             2,603,580            2,757,562
                 MEDICAL SUPPLIES -- 1.76%
73,200           Medtronic, Inc. (and rights)                         1,699,325            4,392,000
                 MISCELLANEOUS -- 2.09%
147,400          CUC INTERNATIONAL, INC. (a)                          3,676,989            5,195,850
                 OFFICE EQUIPMENT AND SUPPLIES -- 6.56%
355,000          Silicon Graphics, Inc. (a)                           4,616,121           12,291,875
90,400           Tandy Corp. (d)                                      3,906,654            4,045,400
                                                                      8,522,775           16,337,275
                 PUBLISHING -- 1.01%
49,800           Scholastic Corp. (a)                                 2,539,082            2,514,900

                 RESTAURANTS AND FRANCHISING -- 0.61%
76,000           Brinker International, Inc. (a)                    $ 1,363,779          $ 1,510,500
                 RETAIL -- DEPARTMENT STORES -- 2.90%
95,200           Kohl's Corp. (a)                                     3,718,455            3,903,200
139,600          Wal-Mart Stores, Inc.                                  978,983            3,315,500
                                                                      4,697,438            7,218,700

                 RETAIL -- MISCELLANEOUS -- 13.95%
128,200          AutoZone, Inc. (a)                                   2,473,408            3,397,300
167,166          Home Depot, Inc.                                     2,307,584            7,501,574
182,000          Lowe's Companies, Inc.                               3,676,379            6,119,750
236,025          Office Depot, Inc. (a)                               1,806,806            5,517,084
141,000          Pep Boys Manny Moe & Jack                            2,606,629            4,617,750
148,000          Price/Costco, Inc. (a)                               2,840,050            2,016,500
90,700           Talbots (The), Inc.                                  2,322,008            2,868,388
96,825           Toys 'R' Us, Inc. (a)                                1,653,030            2,698,997
                                                                     19,685,894           34,737,343

                 TELECOMMUNICATIONS -- 5.57%
96,300           Cisco Systems, Inc. (a)                              2,387,013            3,250,125
71,000           Ericsson (L.M.) Telephone Co., Class B ADR           3,485,341            4,038,125
207,400          General Instrument Corp. (a) (d)                     5,296,662            6,584,950
                                                                     11,169,016           13,873,200
                 TELEPHONE SERVICES -- 2.07%
220,450          LDDS Communications, Inc. (a)                        2,346,825            5,166,797

                 TOYS -- 3.98%
442,675          Mattel, Inc.                                         3,496,886            9,904,853
                 UTILITIES -- TELEPHONE -- 5.15%
84,789           ALC Communications Corp. (a)                         2,167,862            2,501,276
128,000          Air Touch Communications, Inc. (a)                   3,299,050            3,488,000
73,000           Telephone & Data Systems, Inc.                       3,876,300            3,330,625
115,000          Vodafone Group plc ADR                               3,649,723            3,507,500
                                                                     12,992,935           12,827,401

                 WASTE DISPOSAL -- 1.25%
117,700          WMX Technologies, Inc.                               3,289,008            3,104,338

                 TOTAL COMMON STOCKS                               $127,647,837         $202,608,057

PREFERRED STOCKS -- 1.59%

                 BROADCASTING -- 0.42%
64,800           The News Corp., Preferred ADS (a) (d)              $   989,913          $ 1,044,900
                 TELECOMMUNICATIONS -- 1.17%
38,700           Nokia ADS (NOK) (a)                                $ 1,582,311          $ 2,912,175

                 TOTAL PREFERRED STOCK                              $ 2,572,224          $ 3,957,075
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

U.S. GOVERNMENT SECURITIES -- 10.26%

Principal
Amount
<S>              <C>                                                <C>                  <C>
                 U.S. TREASURY NOTE   10.26%
$25,000,000      9.50% 11-15-1995                                   $ 25,507,812         $ 25,546,875
                 TOTAL LONG-TERM INVESTMENTS                        $155,727,873         $232,112,007
</TABLE>

<TABLE>
<CAPTION>

SHORT-TERM INVESTMENTS -- 6.22%
Principal                                                                                   Market
Amount                                                                                     Value (c)

<S>              <C>                                                                     <C>
                 DISCOUNT NOTES:
$ 5,000,000      General Motors Acceptance Corp., 5.44%, 3-3-1995                        $  4,997,521
                 TIME DEPOSIT:
10,501,802       First Trust Money Market Variable Rate
                 Time Deposit Account, Current Rate -5.94%                               10,501,802
                 Total Short-Term Investments                                              15,499,323
                 TOTAL INVESTMENTS IN SECURITIES (COST: $171,227,196) (b)                $247,611,330
<FN>

(a)  Presently not paying dividend income.
(b)  At February 28,1995, the cost of securities for federal income tax purposes
was $171,227,196 and the aggregate gross unrealized appreciation and
depreciation based on that cost was:
     Unrealized appreciation                    $78,825,700
     Unrealized depreciation                     (2,441,566)
     Net unrealized appreciation                $76,384,134
(c)  See Note A of accompanying Notes to Financial Statements regarding
valuation of securities.
(d)  Security is fully or partially on loan at February 28, 1995. See Note A of
accompanying Notes to Financial Statements.
(e)  Note: Percentage of investments as shown is the ratio of the total market
value to total net assets.  Market value of investments in foreign securities
represents 5.56% of net assets as of February 28, 1995.
</TABLE>

STATEMENT OF ASSETS AND LIABILITIES
<TABLE>
<CAPTION>

(Unaudited)
February 28, 1995
ASSETS:
<S>                                                                                                             <C>
Investments in securities, as detailed in the accompanying schedule,
    at market (cost $171,227,196) (Note A)                                                                      $ 247,611,330
Cash on deposit with custodian                                                                                         34,995
Collateral for securities lending transactions (Note A)                                                             6,961,300
Receivables:
   Investment securities sold                                                                                         704,800
   Subscriptions of capital stock                                                                                     112,730
   Dividends and interest                                                                                             750,839
Prepaid Expenses                                                                                                      132,136
TOTAL ASSETS                                                                                                      256,308,130

LIABILITIES:
Payable upon return of securities loaned (Note A)                                                                   6,961,300
Redemptions of capital stock                                                                                          140,276
Payable for investment advisory and management fees                                                                   167,777
Payable for distribution fees                                                                                           6,919
Accounts payable and accrued expenses                                                                                  23,702

TOTAL LIABILITIES                                                                                                   7,299,974

NET ASSETS:

Net proceeds of capital stock, par value $.01 per share -
    authorized 100,000,000,000 shares                                                                             176,343,169
Unrealized appreciation of investments                                                                             76,384,134
Undistributed net investment income                                                                                   227,965
Accumulated net realized loss from sale of investments                                                             (3,947,112)

TOTAL NET ASSETS                                                                                                $ 249,008,156

Shares outstanding and net asset value per share:
Class A shares (based on net assets of $247,735,802 and 14,118,770 shares outstanding)                              $   17.55
Class B shares (based on net assets of $230,126 and 13,138 shares outstanding)                                      $   17.52
Class C shares (based on net assets of $67,916 and 3,878 shares outstanding)                                        $   17.51
Class H shares (based on net assets of $974,312 and 55,634 shares outstanding)                                      $   17.51
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


STATEMENT OF OPERATIONS
(Unaudited)
For the Six-Month Period Ended February 28, 1995
<S>                                                                                       <C>
NET INVESTMENT INCOME:
Income:
 Dividends                                                                                $  535,677
 Interest                                                                                  1,364,188
 Fee Income (Note A)                                                                             648
Total income                                                                               1,900,513
Expenses:
 Investment advisory and management fees (Note B)                                          1,058,636
 Distribution fees (Class A) (Note B)                                                        299,524
 Distribution fees (Class B) (Note B)                                                            272
 Distribution fees (Class C) (Note B)                                                             57
 Distribution fees (Class H) (Note B)                                                            951
 Registration fees                                                                            18,758
 Custodian fees                                                                               19,587
 Shareholders' notices and reports                                                            19,042
 Legal and auditing fees (Note B)                                                             17,356
 Directors' fees and expenses                                                                 11,158
 Other                                                                                         9,940
Total expenses                                                                             1,455,281
NET INVESTMENT INCOME                                                                        445,232
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE A):
Net realized loss from security transactions                                              (3,918,516)
Net change in unrealized appreciation of investments                                       3,958,481
NET GAIN ON INVESTMENTS                                                                       39,965
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                     $   485,197
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                            For the Six-Month
                                                                                               Period Ended          For the
                                                                                             February 28, 1995      Year Ended
                                                                                              (Unaudited)         August 31, 1994
<S>                                                                                         <C>                   <C>
OPERATIONS:
Net investment income                                                                        $    445,232           $    982,470
Net realized gain (loss) from security transactions                                            (3,918,516)            10,237,114
Net change in unrealized appreciation of investments                                            3,958,481             12,923,960
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                              485,197             24,143,544

DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income
 Class A                                                                                         (522,703)            (1,645,959)
 Class B                                                                                              (66)                    --
 Class C                                                                                               (2)                    --
 Class H                                                                                              (62)                    --
From realized gains on investments
 Class A                                                                                      (10,247,702)           (18,967,588)
 Class B                                                                                           (2,531)                    --
 Class C                                                                                              (67)                    --
 Class H                                                                                           (2,368)                    --
TOTAL DISTRIBUTIONS                                                                           (10,775,501)           (20,613,547)

CAPITAL STOCK SOLD AND REPURCHASED:
Proceeds from sale of shares (Note B)


<PAGE>

 Class A (989,314 and 1,232,755 shares)                                                        17,475,205             21,693,806
 Class B (12,981 shares)                                                                          223,170                     --
 Class C (3,875 shares)                                                                            66,475                     --
 Class H (55,766 shares)                                                                          960,913                     --
Proceeds of shares issued as a result of reinvested dividends
 Class A (610,883 and 1,112,749 shares)                                                        10,038,167             19,145,433
 Class B (158 shares)                                                                               2,597                     --
 Class C (4 shares)                                                                                    69                     --
 Class H (120 shares)                                                                               2,394                     --
Less cost of repurchase of shares
 Class A (868,251 and 2,551,486 shares)                                                       (15,243,156)           (44,961,545)
 Class B (1 share)                                                                                    (18)                    --
 Class C (1 share)                                                                                    (18)                    --
 Class H (252 shares)                                                                              (3,767)                    --
NET INCREASE (DECREASE) IN NET ASSETS FROM SHARE TRANSACTIONS                                  13,522,031             (4,122,306)
TOTAL INCREASE (DECREASE) IN NET ASSETS                                                         3,231,727               (592,309)
NET ASSETS:
Beginning of period                                                                           245,776,429            246,368,738
End of period (includes undistributed net investment income of
 $227,965 and $305,566, respectively)                                                        $249,008,156           $245,776,429
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)
A.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The fund is a diversified
     series of Fortis Equity Portfolios, Inc. ("Fortis Equity"), an open-end
     management investment company. The primary investment objective of the fund
     is long-term capital appreciation. Current income through the receipt of
     interest or dividends from investments is only a secondary objective. The
     articles of incorporation of Fortis Equity permits the Board of Directors
     to create additional portfolios in the future.

     The fund offers Class A, Class B, Class C and Class H shares. Class A
     shares are sold with a front-end sales charge. Class B and H shares are
     sold without a front-end sales charge and may be subject to a contingent
     deferred sales charge, and such shares automatically convert to Class A
     after eight years. Class C shares are sold without a front-end sales charge
     and may be subject to a contingent deferred sales charge. All classes of
     shares have identical voting, dividend, liquidation and other rights and
     the same terms and conditions, except that the level of distribution fees
     charged differs between classes. Income, expenses (other than expenses
     incurred under each class's distribution agreement) and realized and
     unrealized gains or losses on investments are allocated to each class of
     shares based on its relative net assets.

     SECURITY VALUATION: Investments in securities traded on a national
     securities exchange or on the NASDAQ National Market System are valued at
     the last reported sales price; listed securities for which no sale was
     reported are valued at the previous day's last sale price on that exchange;
     and over-the-counter securities for which no sale was reported are valued
     at the last reported bid price. Short- term investments with maturities of
     less than 60 days when acquired, or which subsequently are within 60 days
     of maturity, are valued at amortized cost.

     SECURITY TRANSACTIONS AND RELATED INVESTMENT INCOME: Security transactions
     are accounted for on the trade date and dividend income is recorded on the
     ex-dividend date. Interest income is recorded on the accrual basis.
     Realized security gains and losses are determined using the identified cost
     method. For the six-month period ended February 28, 1995, the cost of
     purchases and proceeds from sales of securities (other than short-term
     securities) aggregated $57,219,191 and $64,556,387, respectively.

     LENDING OF PORTFOLIO SECURITIES: At February 28, 1995 securities valued at
     $6,674,237 were on loan to brokers from the Fund. For collateral, the
     Fund's custodian received $6,961,300 in cash which is maintained in a
     separate account and invested by the custodian in short term investment
     vehicles. Fee income from securities lending amounted to $648 for the
     six-month period ended February 28, 1995. The risks to the Fund in security
     lending transactions are that the borrower may not provide additional
     collateral when required or return the securities when due and that the
     proceeds from the sale of investments made with cash collateral received
     will be less than amounts required to be returned to the borrowers.

     INCOME TAXES: The fund intends to qualify, under the Internal Revenue Code,
     as a regulated investment company and if so qualified, will not have to pay
     federal income taxes to the extent its taxable net income is distributed.
     On a calendar year basis, the fund is subject to a 4% federal excise tax to
     the extent it does not distribute substantially all of its net investment
     income and realized gains, if any.

     Net investment income and net realized gains may differ for financial
     statement and tax purposes because of wash sale transactions and other
     book-to-tax differences. The character of distributions made during the
     year from net investment income or net realized gains may therefore differ
     from their ultimate characterization for federal income tax purposes. Also,
     due to the timing of dividend


<PAGE>

     distributions, the fiscal year in which amounts are distributed may differ
     from the year that the income or realized gains (losses) were recorded by
     the fund.

     INCOME AND CAPITAL GAINS DISTRIBUTIONS: It is the policy of the fund to pay
     quarterly dividends from net investment income and make distributions of
     any realized capital gains as required by law. These dividends and capital
     gains are distributed on the record date and are reinvested in additional
     shares of the fund at net asset value or payable in cash without any charge
     to the shareholder.

B.   PAYMENTS TO RELATED PARTIES: Fortis Advisers, Inc., is the investment
     adviser for the fund. Investment advisory and management fees are computed
     at an annual rate of 1% of the first $100 million of average daily net
     assets, .8% for the next $150 million and .7% of net assets in excess of
     $250 million.

     In addition to the investment advisory and management fee, Classes A, B, C
     and H pay Fortis Investors, Inc. (the fund's principal underwriter)
     distribution fees equal to .25% (Class A) and 1.00% (Class B, C and H) of
     average daily net assets (of the respective classes) on an annual basis, to
     be used to compensate those who sell shares of the fund and to pay certain
     other expenses of selling fund shares. Fortis Investors, Inc., also
     received sales charges (paid by purchasers of the fund's shares)
     aggregating $246,991 for Class A for the six-month period ended February
     28, 1995.

     Legal fees and expenses aggregating $7,438 for the six-month period ended
     February 28, 1995, were paid to a law firm of which the secretary of the
     fund is a partner.

C.   CAPITAL CHANGES: At the special shareholders' meeting of August 23, 1994,
     the Amended and Restated Articles of Incorporation were approved, which
     increased the number of authorized shares from 2 billion to 10 billion and
     allows the fund to issue multiple classes of shares.

D.   FINANCIAL HIGHLIGHTS: Selected per share historical data was as follows:

<TABLE>
<CAPTION>

                                                                                                                       Year Ended
                                                                         Year Ended August 31,             August 31,  November 30,
                                                                     1995***    1994      1993      1992      1991**        1990
<S>                                                                  <C>       <C>       <C>       <C>       <C>           <C>
Net asset value, beginning of period                                 $18.36    $18.12    $17.86    $16.50    $13.55        $16.30
Operations:
  Investment income - net                                               .03       .07       .14       .13       .13           .23
  Net realized and unrealized gains (losses) on investments            (.04)     1.73      1.25      1.63      4.03         (1.92)
Total from operations                                                  (.01)     1.80      1.39      1.76      4.16         (1.69)
Distributions to shareholders:
  From investment income - net                                         (.04)     (.12)     (.09)     (.11)     (.18)         (.25)
  From net realized gains                                              (.76)    (1.44)    (1.04)     (.29)    (1.03)         (.81)
Total distributions to shareholders                                    (.80)    (1.56)    (1.13)     (.40)    (1.21)        (1.06)
Net asset value, end of period                                       $17.55    $18.36    $18.12    $17.86    $16.50        $13.55
Total return @                                                         3.21%    10.56%     7.88%    10.77%    33.36%       (10.99%)
Net assets end of period (000's omitted)                           $247,736  $245,776  $246,369  $223,865  $191,390      $143,367
Ratio of expenses to average daily net assets                          1.20%*    1.21%     1.22%     1.23%     1.28%*        1.25%
Ratio of net investment income to average daily net assets              .37%*     .41%      .77%      .72%     1.19%*        1.66%
Portfolio turnover rate                                                  28%       41%       68%       18%       34%           62%
</TABLE>


<TABLE>
<CAPTION>

                                                                                                   Class B   Class C       Class H
                                                                                                    1995+     1995+         1995+
<S>                                                                                                <C>       <C>           <C>
Net asset value, beginning of period                                                               $18.35    $18.35        $18.35
Operations:
  Investment income - net                                                                             .01       .01           .01
  Net realized and unrealized gains (losses) on investments                                          (.06)     (.07)         (.07)
Total from operations                                                                                (.05)     (.06)         (.06)
Distribution to shareholders:
  From investment income - net                                                                       (.02)     (.02)         (.02)
  From net realized gains                                                                            (.76)     (.76)         (.76)
Total distributions to shareholders                                                                  (.78)     (.78)         (.78)
Net asset value, end of period                                                                     $17.52    $17.51        $17.51
Total Return@                                                                                         .04%     (.02%)        (.02%)
Net assets end of period (000s omitted)                                                             $ 230    $  68          $ 974
Ratio of expenses to average daily net assets                                                        1.95%*    1.95%*        1.95%*
Ratio of net investment income to average daily net assets                                            .07%*     .07%*         .07%*
Portfolio turnover rate                                                                                28%       28%           28%
<FN>
@ These are the Fund's total returns during the periods, including reinvestment
of all dividend and capital gains distributions without adjustments for sales
charge.
* Annualized.
**  Nine-month period ended August 31, 1991.
*** Six-month period ended February 28, 1995.
+ For the period from November 14, 1994 (commencement of operations) to February
28, 1995.
</TABLE>


<PAGE>

DIRECTORS

RICHARD W. CUTTING, CPA and Financial Consultant

ALLEN R. FREEDMAN, Chairman and Chief Executive Officer, Fortis, Inc.; Managing
Director of Fortis International, N.V.

DR. ROBERT M. GAVIN, President, Macalester College

BENJAMIN S. JAFFRAY, Chairman, Sheffield Group, Ltd.

JEAN L. KING, President, Communi-King

DEAN C. KOPPERUD, President and Director, Fortis Advisers, Inc., Fortis
Investors, Inc.; Senior Vice President and Director of Fortis Benefits Insurance
Company; Senior Vice President of Time Insurance Company

EDWARD M. MAHONEY, Prior to January, 1995, Chairman and Chief Executive Officer,
Fortis Advisers, Inc.Fortis Investors, Inc.

THOMAS R. PELLETT, Prior to January, 1991, Senior Vice President, Administration
and Corporate Affairs and Director, Pet, Inc.

ROBB L. PRINCE, Vice President and Treasurer, Jostens, Inc.

LEONARD J. SANTOW, Principal, Griggs &Santow, Inc.

JOSEPH M. WIKLER, Prior to January, 1994, Director of Research, Chief Investment
Officer, Principal, and Director, The Rothschild Co.

OFFICERS

DEAN C. KOPPERUD, President and Director

STEPHEN M. POLING, Vice President

DENNIS M. OTT, Vice President

JAMES S. BYRD, Vice President

ROBERT C. LINDBERG, Vice President

KEITH R. THOMSON, Vice President

ROBERT W. BELTZ, JR., Vice President

ROBERT J. CLANCY, Vice President

THOMAS D. GUALDONI, Vice President

LARRY A. MEDIN, Vice President

JON H. NICHOLSON , Vice President

JOHN W. NORTON, Vice President

DAVID A. PETERSON , Vice President

MICHAEL J. RADMER, Secretary

TAMARA L. FAGELY, Treasurer

DAVID G. CARROLL, 2nd Vice President

CHRIS J. NEUHARTH, 2nd Vice President

INVESTMENT MANAGER, REGISTRAR AND TRANSFER AGENT, Fortis Advisers, Inc.,
Box 64284, St. Paul, Minnesota 55164

PRINCIPAL UNDERWRITER, Fortis Investors, Inc., Box 64284, St. Paul, Minnesota
55164

CUSTODIAN, Norwest Bank, Minnesota, N.A., Minneapolis, Minnesota

GENERAL COUNSEL, Dorsey &Whitney, Minneapolis, Minnesota

INDEPENDENT AUDITORS, KPMGPeat Marwick LLP, Minneapolis, Minnesota
THE USE OF THIS MATERIAL IS AUTHORIZED ONLY WHEN PRECEDED OR ACCOMPANIED BY A
PROSPECTUS.



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