FORTIS GROWTH FUND INC
NSAR-B, EX-99, 2000-10-27
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Attachment to Form N-SAR for Fortis Growth Fund, Inc.

Sub-item 77C:

At a special meeting of shareholders of Fortis Growth
Fund, Inc., held on September 14, 2000, the following
individuals were elected as directors: Richard W.
Cutting, Allen R. Freedman, Dr. Robert M. Gavin, Jean
L. King, Dean C. Kopperud, Phillip O. Peterson, Robb L.
Prince, Leonard J. Santow, Noel F. Schenker, Dr. Lemma
W. Senbet and Joseph M. Wikler.  Greater than 95% of
the Fund's outstanding shares that were present at the
meeting were voted affirmatively for each of the
directors elected at this meeting.

At this same meeting, shareholders approved the
following proposals:

- The elimination or modification of certain
fundamental investment policies, namely:

     - The policies regarding borrowing and the
     issuance of senior securities were modified so
     that the Fund will not borrow money or issue
     senior securities, except as permitted under the
     Investment Company Act of 1940, as amended, and as
     interpreted or modified from time to time by any
     regulatory authority having jurisdiction.  The
     shareholders of the Fund voting on this
     modification approved the proposal, with
     14,820,968 voting "for" and 957,603 voting
     "against" the proposal.

     - The policy regarding concentration in a
     particular industry was modified so that the Fund
     will not concentrate its investments in a
     particular industry, as that term is used in the
     Investment Company Act of 1940, as amended, and as
     interpreted or modified from time to time by any
     regulatory authority having jurisdiction.  For
     purposes of this limitation, the U.S. Government,
     and state or municipal governments and their
     political subdivisions, are not considered members
     of any industry.  The shareholders of the Fund
     voting on this modification approved the proposal,
     with 14,973,745 voting "for" and 799,560 voting
     "against" the proposal.

     - The policy regarding the underwriting of
     securities was modified. As a result of this
     modification, the Fund will not act as an
     underwriter of securities of other issuers, except
     to the extent that, in connection with the
     disposition of portfolio securities, it may be
     deemed an underwriter under applicable laws.  The
     shareholders of the Fund voting on this
     modification approved the proposal, with
     15,038,081 voting "for" and 701,709 voting
     "against" the proposal.

     - The policy regarding investments in real estate
     was modified so that the Fund will not purchase or
     sell real estate unless acquired as a result of
     ownership of securities or other instruments, but
     this shall not prevent the Fund from investing in
     securities or other instruments backed by real
     estate or interests therein or in securities of
     companies that deal in real estate or mortgages.
     The shareholders of the Fund voting on this
     modification approved the proposal, with
     14,934,142 voting "for" and 823,982 voting
     "against" the proposal.

     - The policy regarding the purchase of commodities
     was modified so that the Fund will not purchase
     physical commodities or contracts relating to
     physical commodities.  The shareholders of the
     Fund voting on this modification approved the
     proposal, with 14,768,097 voting "for" and 997,184
     voting "against" the proposal.

     - The policy regarding lending was modified so
     that the Fund may not make loans except as
     permitted under the Investment Company Act of
     1940, as amended, and as interpreted or modified
     from time to time by any regulatory authority
     having jurisdiction.  The shareholders of the Fund
     voting on this modification approved the proposal,
     with 14,728,488 voting "for" and 1,036,724 voting
     "against" the proposal.

     - The policy restricting the Fund's ability to
     pledge, mortgage or hypothecate its assets were
     eliminated.  The Fund originally adopted these
     fundamental policies in order to comply with state
     securities laws that no longer apply.  The
     shareholders of the Fund voting on this
     modification approved the proposal, with
     14,426,072 voting "for" and 1,281,115 voting
     "against" the proposal.

     - The policy prohibiting the short sales of
     securities by the Fund was eliminated.  The Fund
     had adopted this policy in order to comply with
     state securities laws that no longer apply.  The
     shareholders of the Fund voting on this
     modification approved the proposal, with
     14,413,898 voting "for" and 1,349,369 voting
     "against" the proposal.

     - The policy limiting the Fund from investing more
     than 5% of the value of its assets in restricted
     securities was eliminated. The shareholders of the
     Fund voting on this modification approved the
     proposal, with 14,519,463 voting "for" and
     1,195,246 voting "against" the proposal.

     - The policy prohibiting the Fund's investment in
     options transactions was eliminated. The
     shareholders of the Fund voting on this
     modification approved the proposal, with
     14,501,063 voting "for" and 1,215,730 voting
     "against" the proposal.

- To ratify KPMG LLP as the independent public
accountants of Fortis Growth Fund, Inc. The
shareholders of the Fund voting on this modification
approved the proposal, with 16,832,297 voting "for" and
235,387 voting "against" the proposal.



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