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1933 Act Registration No. 2-14784
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
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Post-Effective Amendment No. 61
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AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No.
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(Check appropriate box or boxes)
FORTIS GROWTH FUND, INC.
(Exact Name of Registrant as Specified in Charter)
500 Bielenberg Drive
Woodbury, Minnesota 55125
(Address of Principal Executive Offices, Zip Code)
(651) 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:
Kathleen L. Prudhomme, 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
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on (specify date) pursuant to paragraph (b) of Rule 485
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75 days after filing pursuant to paragraph (a) of Rule 485
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X on January 1, 1999 pursuant to paragraph (a) of Rule 485
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60 days after filing pursuant to paragraph (a) of Rule 485
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FORTIS GROWTH FUND, INC.
Registration Statement on Form N-1A
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Cross Reference Sheet
Pursuant to Rule 481(a)
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Item No. Prospectus Heading
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1. Cover Page. . . . . . . . . . . . . . . . Cover Page (no caption)
2. Synopsis. . . . . . . . . . . . . . . . . (not included)
3. Financial Highlights. . . . . . . . . . . Financial Highlights
4. General Description of Registrant . . . . The Funds; More Information on
Fund Objectives, Investment
Strategies and Risks
5. Management of the Fund. . . . . . . . . . Fund Management
6. Capital Stock and Other Securities. . . . Shareholder Information
7. Purchase of Securities Being Offered. . . Shareholder Information
8. Redemption or Repurchase. . . . . . . . . Shareholder Information
9. Pending Legal Proceedings . . . . . . . . Not Applicable
Statement of Additional
Heading Information
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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 Policies and
Restrictions; Risk
Considerations
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; Redemption;
Special Purchase Plans
20. Tax Status. . . . . . . . . . . . . . . . Taxation
21. Underwriters. . . . . . . . . . . . . . . Investment Advisory and Other
Services
22. Calculations of Performance Data. . . . . Performance
23. Financial Statements. . . . . . . . . . . Financial Statements
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Incorporation by Reference
and
Explanatory Note
Part A (Prospectus) of this Registration Statement is incorporated by
reference from Post-Effective Amendment No. 80 to the Registration Statement of
Fortis Equity Portfolios, Inc. (File No. 2-11387) filed on November 2, 1998.
Such Prospectus combines three Registrants: three series of Fortis Equity
Portfolios, Inc., two series of Fortis Advantage Portfolios, 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. 80 to
the Registration Statement of Fortis Equity Portfolios, Inc. (File No. 2-11387)
filed on November 2, 1998. Such Part B also combines the same four Registrants
listed above. Post-Effective Amendment No. 80 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 and signature page.
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PART C
Fortis Growth Fund, Inc.
OTHER INFORMATION
ITEM 23. EXHIBITS
1. Articles of Incorporation (1)
2. Bylaws (1)
3. Not applicable
4. Not applicable
5. Investment Advisory and Management Agreement (1)
6. Underwriting Agreement (1) and (6)
7. Not applicable
8. Custody Agreement (1)
9. Not applicable
10. Not applicable
11. Consent of KPMG Peat Marwick LLP (1)
12. Not applicable
13. Not applicable
14. Model plan establishing retirement plan (1)
15. Rule 12b-1 Plan of Distribution (3)
16. Computation of Performance Quotations (1)
17. Not applicable
18. Plan pursuant to Rule 18f-3 (2)
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(1) To be filed by amendment.
(2) Incorporated by reference to Post-Effective Amendment No. 57 to the
Registrant's Registration Statement on Form N-1A filed with the Commission
in October 1995.
(3) Incorporated by reference to Post-Effective Amendment No. 11 to the
Registration Statement of Fortis Worldwide Portfolios, Inc. on Form N-1A
filed with the Commission on February 26, 1998.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
No person is directly or indirectly controlled by or under common control
with the Registrant.
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ITEM 25. INDEMNIFICATION
Paragraph 8(d) of the Registrant's Articles of Incorporation provides that
the Registrant shall indemnify such person for such expenses and liabilities, in
such manner, under such circumstances, and to the full extent permitted by
Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended;
provided, however, that no such indemnification may be made if it would be in
violation of Section 17(h) of the Investment Company Act of 1940, as now enacted
or hereinafter amended, and any rules, regulations, or releases promulgated
thereunder.
The Registrant may indemnify its officers and directors and other "persons"
acting in an "official capacity" (as such terms are defined in Section 302A.521)
pursuant to a determination by the board of directors or shareholders of the
Registrant as set forth in Section 302A.521, by special legal counsel selected
by the board or a committee thereof for the purpose of making such a
determination, or by a Minnesota court upon application of the person seeking
indemnification. If a director is seeking indemnification for conduct in the
capacity of director or officer of the Registrant, then such director generally
may not be counted for the purposes of determining either the presence of a
quorum or such director's eligibility to be indemnified.
In any case, indemnification is proper only if the eligibility determining
body decides that the person seeking indemnification:
(a) has not received indemnification for the same conduct from any other
party or organization;
(b) acted in good faith;
(c) received no improper personal benefit;
(d) in the case of criminal proceedings, has no reasonable cause to
believe the conduct was unlawful;
(e) reasonably believed that the conduct was in the best interest of the
Registrant, or in certain contexts, was not opposed to the best
interest of the Registrant; and
(f) had not otherwise engaged in conduct which precludes indemnification
under either Minnesota or Federal law (including, without limitation,
conduct constituting willful misfeasance, bad faith, gross negligence,
or reckless disregard of duties as set forth in Section 17(h) and (i)
of the Investment Company Act of 1940).
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ADVANCES. If a person is made or threatened to be made a party to a
proceeding, the person is entitled, upon written request to the Registrant, to
payment or reimbursement by the Registrant of reasonable expenses, including
attorneys fees and disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the Registrant of a written
affirmation by the person of a good faith belief that the criteria for
indemnification set forth in Section 302A.521 have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the
Registrant, if it is ultimately determined that the criteria for indemnification
have been satisfied, and (b) after a determination that the facts then known to
those making the determination would not preclude indemnification under
302A.521. The written undertaking required by clause (a) is an unlimited
general obligation of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the repayment.
UNDERTAKING. The Registrant undertakes that insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provision, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless, in the opinion of its counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 26. 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:
Other Business/Employment
Name Position with Adviser During Past Two Years
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Michael D. O'Connor Qualified Plan Officer Qualified Plan Officer of
Fortis Benefits Insurance
Company
David C. Greenzang Money Market Portfolio Debt securities manager
Officer with Fortis, Inc.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Fortis Advantage Portfolios, Inc.
Fortis Equity Portfolios, Inc.
Fortis Growth Fund, Inc.
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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:
Positions and Offices Positions and Offices
Name/Address with Underwriter with Registrant
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(c) Not applicable.
ITEM 28. 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 29. MANAGEMENT SERVICES
Not applicable.
ITEM 30. UNDERTAKINGS
(a) 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.
(b) Registrant represents that it is relying on a No-Action Letter (IDS
Financial Services, June 20, 1986) and that it has complied with the
provisions of paragraphs (a) - (d) of such No-Action Letter.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Woodbury and State of Minnesota on the 2nd day
of November 1998.
FORTIS GROWTH FUND, INC.
(Registrant)
By /s/ Dean C. Kopperud
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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 November 2, 1998
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Dean C. Kopperud
/s/ Tamara L. Fagely Treasurer (principal November 2, 1998
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Tamara L. Fagely accounting officer)
Richard W. Cutting* Director
Allen R. Freedman* Director
Robert M. Gavin* Director
Benjamin S. Jaffray* Director
Jean L. King* Director
Edward M. Mahoney* Director
Robb L. Prince* Director
Leonard J. Santow* Director
Noel S. Shadko Director
Joseph M. Wikler* Director
*By /s/ Dean C. Kopperud November 2, 1998
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Dean C. Kopperud, Attorney-in-Fact
