FORTIS SERIES FUND INC
497, 1996-05-03
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<TABLE>
<S>                <C>                                      <C>
                                                            PROSPECTUS DATED
                   FORTIS SERIES FUND, INC.                 May 1, 1996
UVW                (A series fund with three available      STREET ADDRESS:
MAILING ADDRESS:   series,                                  500 BIELENBERG
P.O. BOX 64582     each with different goals and            DRIVE
ST. PAUL           investment policies)                     WOODBURY
MINNESOTA 55164                                             MINNESOTA 55125
</TABLE>
 
Fortis  Series Fund, Inc. ("Fortis Series") is an open-end management investment
company (commonly known as a "mutual fund") that is intended to provide a  range
of  investment alternatives through its separate  series (the "Series"), each of
which is,  for investment  purposes, in  effect  a separate  fund with  its  own
separate  goals  and  investment  policies.  All  of  the  available  Series are
diversified series of Fortis Series.
 
Shares of Fortis Series are currently  sold to separate accounts (the  "Separate
Accounts")  of Fortis Benefits  Insurance Company ("Fortis  Benefits") and First
Fortis Life Insurance Company ("First  Fortis"), which are the funding  vehicles
for  benefits  under  variable  life  insurance  policies  (the  "Policies") and
variable annuity  contracts (the  "Annuities") (collectively,  the  "Contracts")
issued  by Fortis  Benefits and  First Fortis.  The Separate  Accounts invest in
shares of Fortis  Series through  subaccounts that correspond  to the  different
Series.  The Separate Accounts will redeem shares of Fortis Series to the extent
necessary to provide benefits under the Contracts or for such other purposes  as
may be consistent with the Contracts.
 
The  investment  objectives of  the Series,  which  can be  changed at  any time
without the approval of Contract owners, are as follows:
 
- - The objectives  of  the "Money  Market  Series"  are high  levels  of  capital
  stability  and  liquidity and,  to the  extent  consistent with  these primary
  objectives, a high level of current income. Money Market Series will invest in
  a diversified portfolio of investment  grade bonds and other debt  securities.
  AN  INVESTMENT IN MONEY MARKET SERIES IS NEITHER INSURED NOR GUARANTEED BY THE
  U.S. GOVERNMENT.
 
- - The primary objective  of the  "Growth Stock  Series" is  short and  long-term
  capital  appreciation.  Current income  through  the receipt  of  interest and
  dividends will merely be incidental to  the efforts of Growth Stock Series  in
  pursuing  its primary objective.  Growth Stock Series will  seek to meet these
  objectives by investing primarily in common stocks and securities  convertible
  into common stocks.
 
- - The  primary  objective of  the "Global  Growth  Series" is  long-term capital
  appreciation, which it seeks primarily by  investing in a global portfolio  of
  equity  securities,  allocated  among diverse  international  markets. Current
  income through  the receipt  of  income such  as  interest or  dividends  from
  investments is a secondary objective.
 
This  Prospectus  concisely sets  forth the  information a  prospective investor
should know about Fortis Series  before investing. Investors should retain  this
Prospectus  for  future  reference.  Fortis  Series  has  filed  a  Statement of
Additional Information (also dated May 1, 1996) with the Securities and Exchange
Commission. The Statement of Additional Information is available free of  charge
from  Fortis  Series  at  the  above mailing  address,  and  is  incorporated by
reference into this Prospectus in accordance with the Commission's rules. SHARES
IN THE  FORTIS SERIES  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.
 
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  Fortis Benefits, First
Fortis, Fortis Series, or Fortis Investors, Inc. ("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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                      PAGE
<S>                                                 <C>
Financial Highlights..............................          2
Organization and Classification...................          3
The Separate Accounts and the Contracts...........          3
Investment Objectives and Policies; Risk
 Considerations...................................          3
    - Money Market Series.........................          3
    - Growth Stock Series.........................          4
    - Global Growth Series........................          5
    - Investment Policies, Restrictions and Risks
        Applicable to More Than One Series........          8
    - General Risks to Consider...................          9
Management........................................         10
    - Board of Directors..........................         10
    - The Investment Adviser/Transfer
      Agent/Dividend Agent........................         10
    - Expenses and Allocations Among Series.......         10
 
<CAPTION>
                                                      PAGE
<S>                                                 <C>
    - Brokerage Allocation........................         10
    - Periodic Reports............................         11
Capital Stock.....................................         11
    - Voting Privileges...........................         11
Dividends and Capital Gains Distributions.........         11
Taxation..........................................         11
Purchase and Redemption of Shares.................         11
    - Generally...................................         11
    - Offering Price..............................         11
    - Transfers Among Subaccounts.................         12
    - The Underwriter.............................         12
    - Redemption..................................         12
Appendix..........................................         12
</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 Fortis Series and
the independent auditors'  report of  KMPG Peat Marwick  LLP found  in its  1995
Annual Report to Shareholders which may be obtained without charge. The selected
per share historical data for each of the Series is presented based upon average
shares  outstanding. Total return figures do not reflect charges pursuant to the
terms of the  variable life  insurance policies and  variable annuity  contracts
funded by separate accounts that invest in the Series shares and including those
charges would reduce the total return figures for all Series shown.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>       <C>         <C>         <C>         <C>         <C>         <C>       <C>       <C>
                                                               YEAR ENDED DECEMBER 31,
MONEY MARKET SERIES         1995       1994        1993        1992        1991        1990       1989      1988     1987
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value,
 beginning of period.....  $10.63    $10.23      $10.21      $10.15      $10.19       $9.92       $9.65     $9.98   $10.09
- ---------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income --
   net...................     .60       .41         .28         .36         .62         .78         .77       .76      .70
  Net realized and
   unrealized gains
   (losses) on
   investments...........      --      (.01)        .02         .06        (.02)        .28         .27      (.29)    (.07)
- ---------------------------------------------------------------------------------------------------------------------------
Total from operations....     .60       .40         .30         .42         .60        1.06        1.04       .47      .63
- ---------------------------------------------------------------------------------------------------------------------------
Distribution to
 shareholders:
  From investment income
   -- net................    (.40)       --        (.28)       (.36)       (.64)       (.79)       (.77)     (.80)    (.74)
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
 period..................  $10.83    $10.63      $10.23      $10.21      $10.15      $10.19       $9.92     $9.65    $9.98
- ---------------------------------------------------------------------------------------------------------------------------
Total Return(@)..........    5.71%     3.92%       2.77%       3.36%       5.91%       7.87%       9.42%     6.78%    5.80%
Net assets end of period
 (000s omitted).......... $41,807   $44,833     $28,682     $27,528     $10,737      $8,897      $2,868    $1,939   $2,832
Ratio of expenses to
 average daily net
 assets..................     .40%      .40%        .44%        .46%        .55%        .60%        .60%      .60%     .60%
Ratio of net investment
 income to average daily
 net assets..............    5.44%     3.96%       2.74%       3.51%       5.74%       7.75%       8.03%     7.71%    6.92%
Portfolio turnover
 rate....................     N/A*      N/A***      N/A***      N/A***      N/A***       58%         19%       79%      72%
- ---------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
- -------------------------
<S>                       <C>
 
MONEY MARKET SERIES          1986*
- -------------------------
Net asset value,
 beginning of period.....   $10.00
- -------------------------
Operations:
  Investment income --
   net...................      .09
  Net realized and
   unrealized gains
   (losses) on
   investments...........       --
- -------------------------
Total from operations....      .09
- -------------------------
Distribution to
 shareholders:
  From investment income
   -- net................       --
- -------------------------
Net asset value, end of
 period..................   $10.09
- -------------------------
Total Return(@)..........      .90%
Net assets end of period
 (000s omitted)..........   $2,119
Ratio of expenses to
 average daily net
 assets..................      .60%**
Ratio of net investment
 income to average daily
 net assets..............     4.98%**
Portfolio turnover
 rate....................       --
- -------------------------
</TABLE>
 
***Pursuant  to Rule 2a-7 under the Investment  Company Act of 1940, under which
   the Money  Market Series  began to  operate  on May  1, 1991,  the  portfolio
   turnover rate is not applicable.
<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
GROWTH STOCK SERIES          1995        1994        1993        1992        1991        1990      1989      1988      1987
<S>                        <C>         <C>         <C>         <C>         <C>         <C>        <C>       <C>       <C>
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value,
 beginning of period.....    $22.11      $22.92      $21.15      $20.68      $13.57     $14.26    $10.59    $10.42     $9.53
- -----------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income --
   net...................       .13         .18         .09         .18         .22        .38       .26       .29       .20
  Net realized and
   unrealized gains
   (losses) on
   investments...........      5.98        (.81)       1.77         .47        7.11       (.69)     3.67       .16       .92
- -----------------------------------------------------------------------------------------------------------------------------
Total from operations....      6.11        (.63)       1.86         .65        7.33       (.31)     3.93       .45      1.12
- -----------------------------------------------------------------------------------------------------------------------------
Distribution to
 shareholders:
  From investment income
   -- net................      (.13)       (.18)       (.09)       (.18)       (.22)      (.38)     (.26)     (.28)     (.21)
  From net realized
   gains.................        --          --          --          --          --         --        --        --      (.02)
- -----------------------------------------------------------------------------------------------------------------------------
Total distributions to
 shareholders............      (.13)       (.18)       (.09)       (.18)       (.22)      (.38)     (.26)     (.28)     (.23)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
 period..................    $28.09      $22.11      $22.92      $21.15      $20.68     $13.57    $14.26    $10.59    $10.42
- -----------------------------------------------------------------------------------------------------------------------------
Total Return(@)..........     27.66%      (2.82%)      8.78%       2.94%      53.50%     (3.10)%   36.46%     4.49%    11.31%
Net assets end of period
 (000s omitted)..........  $530,945    $377,483    $304,293    $188,172    $100,690    $25,623    $8,632    $3,023    $2,914
Ratio of expenses to
 average daily net
 assets..................       .67%        .68%        .69%        .76%        .81%      1.01%     1.00%     1.00%     1.00%
Ratio of net investment
 income to average daily
 net assets..............       .51%        .81%        .46%        .92%       1.28%      2.72%     2.03%     2.76%     1.79%
Portfolio turnover
 rate....................        20%         19%         26%         24%         31%        50%       40%       85%       64%
- -----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
 
GROWTH STOCK SERIES          1986*
<S>                        <C>
- -------------------------
Net asset value,
 beginning of period.....  $10.00
- -------------------------
Operations:
  Investment income --
   net...................     .02
  Net realized and
   unrealized gains
   (losses) on
   investments...........    (.49)
- -------------------------
Total from operations....    (.47)
- -------------------------
Distribution to
 shareholders:
  From investment income
   -- net................      --
  From net realized
   gains.................      --
- -------------------------
Total distributions to
 shareholders............      --
- -------------------------
Net asset value, end of
 period..................   $9.53
- -------------------------
Total Return(@)..........   (4.70)%
Net assets end of period
 (000s omitted)..........  $1,716
Ratio of expenses to
 average daily net
 assets..................    1.00%**
Ratio of net investment
 income to average daily
 net assets..............    1.44%**
Portfolio turnover
 rate....................       4%
- -------------------------
</TABLE>
 
- --------------------------
 *Period from October 27, 1986 to December 31, 1986.
**Annualized
 
 @These  are the Series total returns  during the period, including reinvestment
  of all dividend and capital gains distributions.
 
                                       2
<PAGE>
 
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------------
GLOBAL GROWTH SERIES                                            1995        1994        1993       1992*
<S>                                                           <C>         <C>         <C>        <C>
- -----------------------------------------------------------------------------------------------------------
Net asset value, beginning of period........................    $12.31      $12.77     $10.86      $9.82
- -----------------------------------------------------------------------------------------------------------
Operations:
  Investment income -- net..................................       .09         .10        .06        .05
  Net realized and unrealized gains (losses) on
   investments..............................................      3.66        (.46)      1.91       1.04
- -----------------------------------------------------------------------------------------------------------
    Total from operations...................................      3.75        (.36)      1.97       1.09
- -----------------------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net.............................      (.09)       (.10)      (.06)      (.05)
- -----------------------------------------------------------------------------------------------------------
Net asset value, end of period..............................    $15.97      $12.31     $12.77     $10.86
- -----------------------------------------------------------------------------------------------------------
Total Return(@).............................................     30.49%      (2.98)%    17.92%     10.88%
Net assets end of period (000s omitted).....................  $207,913    $144,647    $75,882    $11,091
Ratio of expenses to average daily net assets...............       .80%        .81%      1.02%      1.22%**
Ratio of net investment income to average daily net
 assets.....................................................       .64%        .82%       .53%       .73%**
Portfolio turnover rate.....................................        29%         20%        19%        21%
- -----------------------------------------------------------------------------------------------------------
</TABLE>
 
*For the Period May 1, 1992  (commencement of operations) to December 31,  1992.
 The  Series' inception was  April 13, 1992, when  it was initially capitalized.
 However, the Series'  shares did  not become effectively  registered under  the
 Securities  Act of  1933 until  May 1,  1992. Supplementary  information is not
 presented for the  period from  April 13,  1992, through  May 1,  1992, as  the
 Series' shares were not registered during that period.
 
- --------------------------
**Annualized.
 
 @These  are the Series total returns  during the period, including reinvestment
  of all dividend and capital gains distributions.
 
The Series may  advertise their  "cumulative total return"  and "average  annual
total  return" and may compare such  figures to recognized indices. Money Market
Series may advertise  its "yield"  and "effective yield."  Any advertisement  of
Series  performance will be  accompanied by performance  of the Separate Account
being advertised. (See "The Separate Accounts and the Contracts".) Fortis Series
may advertise its relative performance as compiled by outside organizations such
as Lipper  Analytical  or Wiesenberger,  or  refer to  publications  which  have
mentioned Fortis Series, Fortis Advisers, Inc. ("Advisers"), or their personnel,
and  also may advertise other performance items as set forth in the Statement of
Additional Information. The  performance discussion required  by the  Securities
and Exchange Commission is found in Fortis Series' Annual Report to Shareholders
and will be made available without charge upon request.
 
ORGANIZATION AND CLASSIFICATION
 
Fortis  Series was incorporated  under Minnesota law in  1986, and is registered
with the Securities and Exchange Commission under the Investment Company Act  of
1940  (the  "1940 Act")  as an  "open-end  management investment  company." Each
available Series is  classified as  a diversified investment  company under  the
1940  Act.  Each  Series  is,  for investment  purposes,  in  effect  a separate
investment fund. A separate series of  capital stock is issued for each  Series.
Each  share of  capital stock  issued with  respect to  a Series  has a pro-rata
interest in the assets of that Series and  has no interest in the assets of  any
other  Series. Each Series bears its  own liabilities and also its proportionate
share of the  general liabilities of  Fortis Series. In  other respects,  Fortis
Series is treated as one entity.
 
THE SEPARATE ACCOUNTS AND THE CONTRACTS
 
Shares  in  Fortis Series  are  currently sold  to  separate accounts  of Fortis
Benefits and  First Fortis  which fund  benefits under  variable life  insurance
policies  and variable  annuity contracts  issued by  Fortis Benefits  and First
Fortis. Each Contract owner  allocates Contract value  among the subaccounts  of
the  Separate  Accounts, which  in turn  invest in  the corresponding  Series of
Fortis Series. The  rights of the  Separate Accounts as  shareholders should  be
distinguished  from the rights of  a Contract owner, which  are described in the
Contract. The term "shareholder" or "shareholders" in this Prospectus refers  to
Fortis  Benefits, First Fortis, any of  their affiliates, or any other insurance
company that  owns  Fortis Series  shares.  "Contract owner"  means  the  owner,
annuitant, or beneficiary that is entitled to exercise the rights and privileges
under a Contract.
 
INVESTMENT OBJECTIVES AND POLICIES; RISK CONSIDERATIONS
 
Each  Series  has  different  investment  objectives  which  it  pursues through
different investment policies as described  below. The investment objectives  of
the Series and, except as otherwise noted, the policies by which the Series seek
to  achieve their investment objectives, may  be changed without the approval of
shareholders. While no such change is  contemplated, such a change could  result
in  a Series' objectives differing from  those deemed appropriate by an investor
at the time of investment.
 
Through careful  selection,  broad  diversification  and  constant  supervision,
Fortis  Series' management  aims to limit  and counteract various  types of risk
that are  inherent in  all securities,  and  advance the  value of  the  Series'
assets.  There  is  risk in  all  investments,  and fulfillment  of  the Series'
objectives cannot be assured.
 
Fortis Advisers,  Inc. is  the investment  adviser  for all  of the  Series.  In
selecting  equity  securities for  the equity  Series  Advisers uses  a distinct
equity investment philosophy. Specifically, Growth Stock Series uses a  "growth"
philosophy.  Advisers also  uses a "bottom  up" investment style  in which stock
selection is driven primarily by the merits of the company itself.
 
In managing "growth" portfolios, Advisers invests  based on a concept of  growth
potential,  seeking  to identify  companies  whose earnings  and  revenue growth
potential exceed  industry averages.  In addition  to superior  earnings  growth
potential,  Advisers seeks companies  which it believes to  be well managed with
above average returns on equity and invested capital, healthy balance sheets and
the potential to  gain market  share. Companies  of this  nature typically  have
above  average  growth  potential  and  a  correspondingly  higher  than average
valuation level as measured by price to  earnings, price to cash flow and  price
to book value ratios.
 
MONEY MARKET SERIES
The  objectives of Money Market Series are  high levels of capital stability and
liquidity and, to the  extent consistent with these  primary objectives, a  high
level of current income. Money Market Series intends to achieve these objectives
through  investment in  a diversified  portfolio of  investment grade  bonds and
other debt securities which management considers to be of similar quality.
 
Money Market  Series is  somewhat different  from a  "traditional" money  market
mutual  fund in that it does not attempt  to maintain its net asset value at any
set price. It has a nonfundamental  investment policy requiring that all of  its
assets  be invested  in debt  securities maturing in  13 months  or less, except
United   States    "Government   Securities"    as   defined    in   the    1940
 
                                       3
<PAGE>
Act,  whose portfolio maturities cannot be more  than 25 months from the date of
acquisition. Money  Market  Series  will  maintain  a  dollar  weighted  average
portfolio maturity of 90 days or less.
 
Pursuant  to Rule 2a-7 under  the 1940 Act, Money  Market Series will not invest
more than 5% of  its total assets  in: (1) securities of  any one issuer  (other
than  cash or United States "Government Securities" as defined in the 1940 Act),
except that the Series may at any one time make a single investment of more than
5% of its assets in securities of  an issuer in the highest rating category  for
up  to three business  days (subject to the  diversification requirements of the
1940 Act,  as set  forth  under "Investment  Policies, Restrictions,  and  Risks
Applicable  to More  Than One  Series"); or (2)  securities rated  in the second
highest rating  category--  with  investments in  the  second  highest  category
further  limited with respect to  any particular issuer to  the greater of 1% of
total assets or  $1,000,000. Certain  of the provisions  of Rule  2a-7 are  more
restrictive  than  Money  Market Series'  investment  policies  and restrictions
described below; Money Market  Series' investments will be  limited to the  more
restrictive provisions of Rule 2a-7.
 
Money  Market  Series pursues  its objectives  by  investing exclusively  in the
following:
 
                            1.
       Obligations  of   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.
 
                            2.
       Securities of,  or  guaranteed  by, the  United  States  Government,  its
agencies or instrumentalities. For a discussion of this type of security and the
federal  income tax  diversification requirements  applicable to  investments in
this type  of  security,  see  "Investment  Policies,  Restrictions,  and  Risks
Applicable  to  More Than  One  Series--U.S. Government  Securities,"  below and
"Taxation" in the Statement of Additional Information.
 
                            3.
       Securities  (payable  in  U.S.  dollars)   of,  or  guaranteed  by,   the
government of Canada or a province of Canada or any instrumentality or political
subdivision  thereof, such securities not to  exceed 25% of Money Market Series'
total assets, and securities of foreign companies (which do not include domestic
branches of  foreign  banks  and  foreign  branches  of  domestic  banks),  such
securities  not to exceed 15% of Money  Market Series' total assets. See "Global
Growth Series--Risk Factors" for  a discussion of  certain risks connected  with
investing in foreign securities.
 
       Obligations  of:  (a)4.domestic  or  foreign  banks  having  total assets
in excess of  one billion  dollars or  of any  branches of  such banks,  whether
domestic  or foreign; or  (b) in other  foreign issuers; provided,  that no more
than 49% of Money  Market Series' total  assets may be so  invested in all  such
securities.  Such obligations of domestic and foreign banks 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.
 
Overall, with  respect  to  investments  set forth  in  this  paragraph  and  in
paragraph  3, above,  Money Market Series  may not  invest more than  49% of the
value of its total assets collectively in: (i) securities of, or guaranteed  by,
the  government  of Canada,  a  province of  Canada,  or any  instrumentality or
political subdivision thereof; (ii) securities  of foreign companies; and  (iii)
securities  of  domestic  branches  of foreign  banks  and  foreign  branches of
domestic banks.
 
There are risks associated with  investments in obligations of foreign  branches
of  domestic banks and domestic branches of  foreign banks that do not accompany
investments in  obligations  of domestic  banks  generally. Domestic  banks  are
required  to maintain specified  levels of reserves, are  limited in the amounts
they can  loan  to a  single  borrower, and  are  subject to  other  regulations
designed  to promote financial  soundness. Not all of  such laws and regulations
apply to foreign  branches of domestic  banks. Money Market  Series may also  be
subject  to additional  investment risks  from investing  in the  obligations of
foreign branches  of domestic  banks. Such  risks include  future political  and
economic  developments, the possible imposition  of foreign withholding taxes on
interest income payable on securities,  the possible seizure or  nationalization
of  foreign deposits,  the possible establishment  of exchange  controls, or the
adoption of other foreign governmental restrictions which might adversely affect
the payment of principal  and interest on such  obligations. The obligations  of
domestic branches of foreign banks may also be subject to other risks, including
political and economic developments in the country in which the foreign bank has
its  main  office. There  may  be less  publicly  available information  about a
domestic branch  of a  foreign bank  than about  a domestic  bank. In  addition,
obligations  of  foreign branches  of domestic  banks  and domestic  branches of
foreign banks are not insured by the Federal Deposit Insurance Corporation.
 
                            5.
       Extendible  notes  that  provide  for  an  optional  maturity  date,   at
Money  Market Series' option, of 13 months or less from the date of acquisition.
Extendible notes issued with maturity dates in excess of 13 months from the date
of issuance that provide for optional maturity dates, at the holder's option, of
13 months or less  shall be deemed  by Money Market Series  to have been  issued
with  the shorter optional  maturity dates. Such extendible  notes must meet the
quality and other  standards of Rule  2a-7 (or successors  thereto) and may  not
account for greater than 25% of the total assets of Money Market Series.
 
                            6.
       Repurchase   agreements   in  connection   with  obligations   which  are
suitable for investment under the categories set forth above.
 
                            7.
       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 corporation  whose certificates  of deposit  or
commercial paper may otherwise be purchased by Money Market Series.
 
SHORT-TERM TRADING. Money Market Series intends to use short-term trading of its
securities  as  a means  of  managing its  portfolio  to achieve  its investment
objectives. As used herein, "short-term  trading" means selling securities  held
for  a  relatively  brief  period  of  time,  usually  less  than  three months.
Short-term trading  will  be  used  by Money  Market  Series  primarily  in  two
situations:
 
    (a)  MARKET DEVELOPMENTS.  A security may  be sold to  avoid depreciation in
    what Advisers  anticipates will  be a  market decline  (a rise  in  interest
    rates),  or a security may be purchased  in anticipation of a market rise (a
    decline in interest rates) and later sold; and
 
    (b) YIELD  DISPARITIES. A  security  may be  sold  and another  security  of
    comparable  quality purchased  at approximately the  same time,  in order to
    take advantage of  what Advisers believes  is a temporary  disparity in  the
    normal yield relationship between the two securities (a yield disparity).
 
Money  Market  Series  will engage  in  short-term  trading if  it  believes the
transactions, net  of  costs (including  commission,  if any),  will  result  in
improving  the  appreciation potential  or income  of its  investment portfolio.
Whether any improvement will be realized by short-term trading will depend  upon
the  ability  of  Advisers  to  evaluate  particular  securities  and anticipate
relevant market factors, including interest rate trends and variations from such
trends. Short-term trading  such as  that contemplated  by the  Series places  a
premium upon the ability of Advisers to obtain relevant information, to evaluate
it promptly, and to take advantage of its evaluations by completing transactions
on  a  favorable  basis. To  qualify  as  a regulated  investment  company under
Subchapter M of the Internal  Revenue Code, less than  30% of the Series'  gross
income (on an annual basis) can be derived from the sale or other disposition of
securities  held  for less  than three  months.  The Series  will not  engage in
short-term trading if it would result in violation of this provision.
 
GROWTH STOCK SERIES
The primary investment objective of Growth  Stock Series is short and  long-term
capital  appreciation.  Current  income  through  the  receipt  of  interest  or
dividends from investments will  merely be incidental to  the efforts of  Growth
Stock  Series  in  pursuing  its primary  objective.  Growth  Stock  Series will
generally invest  in  companies  representing a  diversified  cross  section  of
American  industry. The Growth Stock Series will  invest in both large and small
companies and both new and established companies.
 
In seeking to attain its investment  objective, Growth Stock Series will  invest
primarily  in  common  stocks  or  securities  convertible  into  common stocks.
Occasionally, however,  limited  amounts  may  be invested  in  other  types  of
 
                                       4
<PAGE>
securities  (such as nonconvertible  preferred and debt  securities). In periods
when a more  defensive position  is deemed  warranted, Growth  Stock Series  may
invest  in high grade preferred stocks,  bonds and other fixed income securities
(whether or not convertible into or carrying rights to purchase common stock) or
retain  cash,  all  without  limitation.  Growth  Stock  Series  may  invest  in
repurchase agreements and in both listed and unlisted securities.
 
Growth  Stock Series may also invest up to  10% of its total assets (at the time
of investment) in foreign securities. Investing in foreign securities may result
in greater risk than  that incurred in investing  in domestic securities. For  a
discussion  of  certain considerations  of investing  in foreign  securities see
"Global Growth Series--Risk Factors."
 
GLOBAL GROWTH SERIES
The primary  investment  objective of  the  Global Growth  Series  is  long-term
capital  appreciation.  Current income  through the  receipt  of income  such as
interest or  dividends from  investments is  a secondary  objective. The  Global
Growth  Series seeks its objectives primarily by investing in a global portfolio
of equity securities, allocated among diverse international markets. The  Global
Growth Series is designed for investors who wish to accept the risks entailed in
such  investments, which  are different from  those associated  with a portfolio
consisting entirely of U.S. securities. See "Risk Factors."
 
Although the Global  Growth Series is  not required to  maintain any  particular
proportion  of stocks, bonds,  or other securities in  its portfolio, the Global
Growth Series, in view of its investment objectives, currently expects to invest
its assets primarily in common stocks  of U.S. and non-U.S. issuers. The  Global
Growth  Series  invests approximately  55% to  65% of  its equity  securities in
established growth companies which have achieved a record of operating  earnings
over  the past five-year period. Such companies  would usually be located in the
United States, Canada, the United  Kingdom, Japan, Australia, and other  Western
European nations. These companies will also have paid or have the ability to pay
a  dividend.  Established growth  companies typically  have less  sensitivity to
general economic  trends, tend  to generate  above average  returns on  invested
capital,  and  have leadership  positions in  their respective  industries. When
selecting securities of non-U.S. issuers, Advisers considers additional  factors
related  to  the  country of  the  non-U.S. issuer,  including  foreign currency
exchange, the  political  stability of  the  country of  such  non-U.S.  issuer,
foreign regulations, and settlement practices. See "Risk Factors."
 
In  addition, the Global Growth Series may invest up to 35% to 45% of its equity
securities in U.S. and non-U.S. emerging growth companies and in global emerging
markets. Emerging growth companies generally have annual gross revenues  ranging
from  $10 million to $1 billion, would  be expected to show earnings growth over
time that is well above the growth rate  of the overall economy and the rate  of
inflation,  and would have products,  management, and market opportunities which
are usually necessary to become more widely recognized as growth companies.  The
Global  Growth Series has  no minimum size requirements  for the emerging growth
companies in which it will invest.  As used in this Prospectus, global  emerging
markets  are  countries categorized  as  emerging markets  by  the International
Finance Corporation, the  World Bank's private  sector division. Such  countries
may  include  but are  not limited  to Singapore,  Indonesia, China,  India, and
certain Latin American countries such  as Mexico, Argentina, Chile, and  Brazil.
Such markets tend to be in the less economically developed regions of the world.
General  characteristics of emerging market countries also include lower degrees
of political stability, a high demand for capital investment, a high  dependence
on  export markets for their major industries,  a need to develop basic economic
infrastructures, and rapid economic  growth. Advisers believes that  investments
in equity securities in emerging growth companies and in global emerging markets
offer  the opportunity for significant  long-term investment returns. The Global
Growth Series may invest in any kind of equity security including common stocks,
preferred stocks, and warrants. The above investments involve certain risks. See
"Risk Factors."
 
For investment purposes,  an issuer is  typically considered as  domiciled in  a
particular  country if  it is  incorporated under the  laws of  that country, at
least 50% of the value of its assets are located in that country, and it derives
at least 50% of its income from operations or sales in that country. For issuers
which do not meet this criteria, Advisers will consider where an issuer has  its
principal  activities and  interests, taking  into account  such factors  as the
location of the issuer's assets,  personnel, sales, and earnings in  determining
the country of an issuer.
 
The  Global Growth  Series may,  however, invest  substantially or  primarily in
investment grade debt  securities of U.S.  and non-U.S. issuers  when the  total
return  available from  investments in such  securities may equal  or exceed the
total return available from investments in equity securities. The Global  Growth
Series  may invest up  to substantially all  of its assets  in high quality debt
securities of  U.S.  and non-U.S.  issuers  when  the Global  Growth  Series  is
temporarily  in  a  defensive  position.  "High  quality"  debt  securities  are
securities rated within  one of the  two highest ratings  categories of  Moody's
(Aaa  and Aa) or of S&P (AAA and  AA), or comparably rated by another nationally
recognized rating agency, or, if unrated, determined to be of comparable quality
by Advisers. To enable the Global  Growth Series to respond to general  economic
changes  and market  conditions around  the world,  the Global  Growth Series is
authorized to invest up to 100% of its assets in either equity securities or  in
debt securities.
 
The  debt obligations  in which  the Global Growth  Series may  invest include a
variety of government bonds and corporate debt obligations. Government bonds the
Global Growth Series may purchase include debt obligations issued or  guaranteed
by   the  United  States  or  foreign  governments  (including  foreign  states,
provinces,   or   municipalities)   or    their   agencies,   authorities,    or
instrumentalities  and also may include debt obligations issued by supranational
entities,  which  entities  are  organized  or  supported  by  several  national
governments,  such as the World Bank and  the Asian Development Bank. Other debt
obligations held by the Global Growth Series may include corporate bonds of U.S.
and non-U.S. issuers and debt obligations convertible into equity securities  or
having attached warrants or rights to purchase equity securities.
 
The  Global Growth Series expects  that a large portion  of its debt investments
will be "high  quality" (as defined  above) government or  corporate bonds.  The
Global Growth Series may retain a portfolio security whose rating has changed if
the  security otherwise meets  the Series' investment  objectives and investment
criteria, provided that no more than 5% of the Global Growth Series' net  assets
may be invested in a debt security rated lower than Baa or BBB. A description of
the Moody's and S&P ratings is included in the Appendix.
 
Global  Growth Series  invests its net  assets in  issues of not  less than five
different countries (four if less than 80% invested in foreign securities; three
if less than 60%; two if less than 40%; and one if less than 20%). Issues of any
one country other than the United States will represent no more than 20% of  net
assets, provided that an additional 15% of net assets may be invested in issuers
located in any one of the following countries: Australia, Canada, France, Japan,
the United Kingdom, or Germany. The Global Growth Series may purchase securities
that  are issued by the government or  a corporation or financial institution of
one nation but denominated in the currency of another nation (or a multinational
currency unit).
 
The Global Growth  Series may hold  cash (U.S. dollars,  foreign currencies,  or
multinational  currency units) and/or invest any portion or all of its assets in
high quality money market instruments as temporary defensive strategies, pending
investment of proceeds from new sales of Global Growth Series shares or to  meet
ordinary daily cash needs.
 
For temporary defensive reasons, such as during times of international political
or  economic uncertainty, most  or all of the  Global Growth Series' investments
may be made in the United States and denominated in U.S. dollars.
 
FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS.  Global Growth Series may  purchase
or  sell foreign  currency forward  exchange contracts  ("forward contracts") to
attempt to minimize the  risk from adverse changes  in the relationship  between
the  various currencies in which  such Series invests. A  forward contract is an
obligation to purchase  or sell a  specific currency  for an agreed  price at  a
future date, which contract is individually
 
                                       5
<PAGE>
negotiated  and privately  traded by currency  traders and  their customers. The
Series may enter into  a forward contract,  for example, when  it enters into  a
contract  for  the purchase  or  sale of  a  security denominated  in  a foreign
currency in order to "lock in"  the price of the security ("transaction  hedge")
in  a particular currency. Additionally, when the Series believes that a foreign
currency (for example, the British pound) may suffer a decline against any other
currency or currencies  in the  Series (for example,  the U.S.  dollar), it  may
enter  into a forward  sale contract to  sell an amount  of the foreign currency
expected to decline (the British pound)  that approximates the value of some  or
all  of the Series'  investment securities denominated  in such foreign currency
(the British pound)  (a "position hedge").  In such cases,  the Series also  may
enter into a forward sale contract to sell a foreign currency for a fixed amount
in  another currency (other than the U.S. dollar) where the Series believes that
the value of the currency to be sold pursuant to the forward sale contract  will
fall  whenever there is a  decline in the value of  the currency (other than the
U.S. dollar) in which certain portfolio securities of the Series are denominated
(a "cross-hedge").
 
Under certain conditions, Securities and Exchange Commission (the  "Commission")
guidelines  require  investment companies  to  set aside  cash,  U.S. Government
securities or  other  liquid  high  quality  debt  securities  in  a  segregated
custodial  account  to  cover  forward  contracts.  As  required  by  Commission
guidelines, any Series that has the ability to enter into a forward contract for
an essentially speculative purpose will, upon entering into such a  transaction,
segregate  assets to cover  such forward contracts. At  the present time, Global
Growth Series may not  enter into speculative  forward contracts. A  speculative
forward contract is one which, unlike the hedging situations defined above, does
not have an underlying position in a security or securities. The Series will not
segregate assets to cover forward contracts entered into for hedging purposes.
 
Although  forward  contracts will  be used  primarily  to protect  Global Growth
Series from  adverse  currency  movements,  they  also  involve  the  risk  that
anticipated currency movements will not be accurately predicted.
 
FUTURES  CONTRACTS AND  OPTIONS ON FUTURES  CONTRACTS. Global  Growth Series may
enter into contracts for the purchase or sale for future delivery of  securities
or  contracts based on financial indices  including any index of U.S. government
securities or corporate debt securities  ("futures contracts") and may  purchase
and  write put and  call options to  buy or sell  futures contracts ("options on
futures contracts"). Global Growth Series  may enter into futures contracts  for
the  purchase or sale  for future delivery  of fixed income  securities, and the
Series may enter  into futures  contracts for the  purchase or  sale for  future
delivery of equity securities. Global Growth Series may enter into interest rate
futures  contracts and stock index futures contracts. Such Series may enter into
contracts for the purchase or sale for future delivery of foreign currencies.  A
"sale"  of a futures contract means  the undertaking of a contractual obligation
to deliver the securities or foreign currencies called for by the contract at  a
specified  price on a specified  date. A "purchase" of  a futures contract means
the undertaking of a contractual obligation to acquire the securities or foreign
currencies called for by the contract at a specified price on a specified  date.
The  purchaser of a futures contract on an index agrees to take or make delivery
of an amount of cash equal to the difference between a specified dollar multiple
of the value  of the  index on  the expiration  date of  the contract  ("current
contract  value") and the price at which  the contract was originally struck. No
physical delivery of the fixed-income  securities underlying the index is  made.
At  the time a futures  contract is purchased or  sold, the Series must allocate
cash or securities as a  deposit payment based on  a percentage of a  contract's
face  value. The futures contract is valued  daily thereafter and the Series may
be required  to  contribute additional  cash  or securities  that  reflects  any
decline  in the contract's value. These investment techniques will be used for a
variety of purposes,  including hedging  against anticipated  future changes  in
interest  rates that  otherwise might either  adversely affect the  value of the
portfolio securities of the Series or adversely affect the prices of  securities
or foreign currencies that the Series intends to purchase at a later date.
 
Global Growth Series may write only "covered" call options. An option written on
a  security or currency  is "covered" when,  so long as  the Series is obligated
under the option,  it owns the  underlying security or  currency. Global  Growth
Series  will "cover" options on futures contracts  it writes by maintaining in a
segregated account either  marketable securities which,  in Advisers'  judgment,
correlate  to  the  underlying  futures  contract or  an  amount  of  cash, U.S.
government securities, or other  liquid, high quality  debt securities equal  in
value  to  the  amount the  Series  would be  required  to pay  were  the option
exercised.
 
Although Global Growth Series may enter into transactions in futures  contracts,
options on futures contracts, currency contracts and certain options for hedging
purposes, their use does involve certain risks. See "Risk Factors."
 
OPTIONS.  Options (a type of potentially high risk derivative) give the investor
the right, but not the  obligation, to buy or sell  an asset at a  predetermined
price  in the future. Global  Growth Series may write  call options and purchase
put and call options on equity and debt securities to hedge against the risk  of
fluctuations  in the prices of securities held  by such Series or which Advisers
intend to include in such Series.
 
OPTIONS ON FOREIGN CURRENCIES. Global Growth  Series may purchase and write  put
and  call options  on foreign currencies  for the purpose  of protecting against
declines in the value of  foreign currency denominated portfolio securities  and
against  increases in the cost of such securities to be acquired. As in the case
of other  kinds of  options, however,  the writing  of an  option on  a  foreign
currency  constitutes only  a partial  hedge, up  to the  amount of  the premium
received, and  the  Series  could  be  required  to  purchase  or  sell  foreign
currencies  at  disadvantageous exchange  rates,  thereby incurring  losses. The
purchase of an option  on a foreign currency  may constitute an effective  hedge
against  fluctuations in exchange rates although, in the event of rate movements
adverse to the Series' position, it may forfeit the entire amount of the premium
plus related transaction costs. Options on  foreign currencies to be written  or
purchased   by  the  Series  are  traded   on  U.S.  and  foreign  exchanges  or
over-the-counter.
 
LIMITATIONS ON INVESTMENTS IN DERIVATIVE INSTRUMENTS ON SECURITIES, OPTIONS, AND
FUTURES CONTRACTS. Global Growth Series has adopted two percentage  restrictions
on  the use of options, futures, and forward contracts. The first restriction is
that the  Series will  not  enter into  options,  futures, or  forward  contract
transactions  if  immediately thereafter  the amount  of  premiums paid  for all
options, initial  margin deposits  on all  futures contracts  and/or options  on
futures  contracts, and collateral  deposited with respect  to forward contracts
held by or entered into by the Series would exceed 5% of the value of the  total
assets  of the Series. The second restriction is that the aggregate value of the
Series' assets covering, subject to, or  committed to all options, futures,  and
forward  contracts will not exceed  20% of the value of  the total assets of the
Series. These  two  restrictions do  not  apply  to securities  purchased  on  a
when-issued,  delayed delivery, or  forward commitment basis  as described under
"Delayed Delivery  Transactions."  However,  the Series  intends  to  limit  its
investment  in futures during the coming year so that the aggregate value of the
Series' assets subject to futures contracts will  not exceed 5% of the value  of
its  net assets. In addition, investments in options are further restricted by a
nonfundamental investment restriction  that prohibits the  Global Growth  Series
from  investing more than an  aggregate of 10% of the  value of its total assets
in: (a) restricted securities (both debt and equity) or in equity securities  of
any  issuer which are  not readily marketable; (b)  repurchase agreements with a
maturity of more than  seven days; and (c)  over-the-counter option and  futures
contracts.
 
DEPOSITARY  RECEIPTS. The  Global Growth  Series may  hold equity  securities of
foreign issuers in the form  of American Depositary Receipts ("ADRs"),  European
Depositary Receipts ("EDRs"), or other securities convertible into securities of
eligible  European or Far Eastern issuers.  These securities may not necessarily
be denominated in  the same currency  as the  securities for which  they may  be
exchanged.  ADRs  are receipts  typically issued  by an  American bank  or trust
company which evidence ownership  of underlying securities  issued by a  foreign
corporation. Generally, ADRs in registered
 
                                       6
<PAGE>
form  are designed for use in the United States securities markets. For purposes
of the Global Growth Series' investment  policies, investments in ADRs and  EDRs
will  be  deemed  to  be  investments  in  the  equity  securities  representing
securities of foreign issuers into which they may be converted.
 
RISK FACTORS.  The  Global  Growth  Series'  net  asset  value  will  fluctuate,
reflecting fluctuations in the market value of its portfolio positions.
 
Foreign  investing  entails certain  risks. The  securities of  non-U.S. issuers
generally will not be  registered with, nor the  issuers thereof be subject  to,
the  reporting  requirements of  the  U.S. Securities  and  Exchange Commission.
Accordingly, there  may be  less publicly  available information  about  foreign
securities  and issuers than is available about domestic securities and issuers.
Foreign companies are not subject to uniform accounting, auditing, and financial
reporting standards, practices, and requirements comparable to those  applicable
to  domestic companies. Securities of some foreign companies are less liquid and
their prices  may  be  more  volatile than  securities  of  comparable  domestic
companies. Settlement periods for foreign securities, which are sometimes longer
than those for securities of U.S. issuers, may affect portfolio liquidity. These
different  settlement practices may cause missed purchasing opportunities and/or
the loss of interest on money market and debt investments pending further equity
or long-term debt investments.
 
In addition, with respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations  on the removal of funds  or
other  assets of the Global Growth  Series, political, or social instability, or
diplomatic or economic developments which could affect the Global Growth Series'
investments in  those  countries.  Moreover, individual  foreign  economies  may
differ  favorably or unfavorably from the United States economy in such respects
as growth of  gross national  product, rate of  inflation, rate  of savings  and
capital   reinvestment,  resource  self-sufficiency   and  balance  of  payments
positions. It is anticipated that substantially all of the equities purchased by
the Global Growth Series will be listed on foreign exchanges. Trading volume  on
foreign  and emerging market stock exchanges  is substantially less than that on
the New York Stock Exchange.  They also have further  risks due to permanent  or
temporary  termination  of trading  and greater  spreads  between bid  and asked
prices for securities  in such  markets. In  addition, there  is generally  less
government  supervision and regulation of  foreign stock exchanges. Furthermore,
stock markets  in emerging  markets, such  as  nations in  the Far  East,  while
offering  opportunities  for substantial  returns, can  be more  volatile during
periods of investment  uncertainty than established  major exchanges. Shares  of
Global  Growth Series,  therefore, are subject  to greater  fluctuation in value
than shares of  a conservative equity  fund or  of a growth  fund which  invests
entirely  in  more  established  markets. The  Global  Growth  Series  may incur
additional costs because of generally  higher foreign brokerage commissions  and
the  additional custodial costs associated with maintaining securities. Advisers
will rely on  its worldwide financial  and investment experience  to attempt  to
limit these risks.
 
Investing  in both U.S. and non-U.S.  emerging growth companies involves certain
special risks. The nature of investing in both U.S. and non-U.S. emerging growth
companies involves greater risk than is customarily associated with  investments
in  more  established  companies.  Emerging growth  companies  may  have limited
product lines, markets, or financial resources,  and they may be dependent on  a
limited  management group. The securities of  emerging growth companies may have
limited market stability  and may be  subject to more  abrupt or erratic  market
movements  than securities of  larger, more established  companies or the market
averages in general. Shares of Global  Growth Series, therefore, are subject  to
greater  fluctuation in value than shares of  a conservative equity fund or of a
growth fund which invests entirely in more established growth stocks.
 
The risks of foreign investing are of greater concern in the case of investments
in emerging markets  which may exhibit  greater price volatility  and have  less
liquidity.  Further, the  economies of  emerging market  countries generally are
heavily dependent upon international trade  and, accordingly, have been and  may
continue  to be  adversely affected  by trade  barriers, managed  adjustments in
relative currency values, and other protectionist measures imposed or negotiated
by the countries  with which they  trade. These emerging  market economies  also
have  been and may continue  to be adversely affected  by economic conditions in
the countries with which they trade.
 
Since  the  Global  Growth  Series   may  invest  substantially  in   securities
denominated  in  currencies other  than the  U.S. dollar,  and since  the Global
Growth Series  may hold  foreign currencies,  the Global  Growth Series  may  be
affected  favorably or unfavorably by exchange control regulations or changes in
the exchange  rates between  such currencies  and the  U.S. dollar.  Changes  in
currency  exchange  rates will  influence the  value  of dividends  and interest
earned by the Global Growth Series and  gains and losses realized by the  Global
Growth  Series. Exchange rates are determined by the forces of supply and demand
in the foreign exchange markets. These forces are affected by the  international
balance  of  payments and  other economic  and financial  conditions, government
intervention, speculation, and  other factors.  In addition,  the Global  Growth
Series  may incur costs  associated with currency hedging  and the conversion of
foreign currency into U.S. dollars and may be adversely affected by  restriction
on the conversion or transfer of foreign currency.
 
Also,  the  Global  Growth  Series' use  of  foreign  currency  forward exchange
contracts and options  and futures strategies  would involve certain  additional
investment  risks  and transaction  costs.  These risks  include:  dependence on
Advisers' ability to predict movements  in the prices of individual  securities,
fluctuations  in the general securities markets  and movements in interest rates
and currency markets; imperfect  correlation between movements  in the price  of
currency,  options, futures contracts,  or options thereon  and movements in the
price of the currency or security  hedged or used for cover; unexpected  adverse
price movements which could render the Series' hedging strategy unsuccessful and
could  result in  losses; the  fact that skills  and techniques  needed to trade
options, futures  contracts  and options  thereon  or to  use  forward  currency
contracts  are different from those needed to select the securities in which the
Global Growth Series invests; lack of  assurance that a liquid secondary  market
will  exist for any particular option, futures contract or option thereon at any
particular time; and  the possible need  to defer closing  out certain  options,
futures  contracts and options thereon  in order to continue  to qualify for the
beneficial tax  treatment afforded  "regulated investment  companies" under  the
Internal Revenue Code. See "Taxation."
 
ZERO  COUPON OBLIGATIONS.  The Global  Growth Series  may invest  in zero coupon
obligations of government and corporate issuers, including rights to  "stripped"
coupon  and  principal payments.  Certain  obligations are  "stripped"  of their
coupons, and the rights to receive each coupon payment and the principal payment
are sold as  separate securities.  Once separated, each  coupon as  well as  the
principal amount represents a different single-payment claim due from the issuer
of  the security. Each single-payment claim  (coupon or principal) is equivalent
to a zero coupon  bond. A zero  coupon security pays no  interest to its  holder
during its life, and its value consists of the difference between its face value
at maturity (the coupon or principal amount), if held to maturity, or its market
price  on the date of sale, if sold prior to maturity, and its acquisition price
(the discounted "present value" of the payment to be received).
 
Certain zero coupon obligations  represent direct obligations  of the issuer  of
the  "stripped" coupon and principal payments. Other zero coupon obligations are
securities issued  by financial  institutions which  constitute a  proportionate
ownership  of an underlying  pool of stripped coupon  or principal payments. The
Global Growth Series may  invest in either type  of zero coupon obligation.  The
investment  policies  and restrictions  applicable  to corporate  and government
securities in Global  Growth Series shall  apply equally to  its investments  in
zero coupon securities (including, for example, minimum corporate bond ratings).
 
DELAYED DELIVERY TRANSACTIONS. Global Growth Series may purchase securities on a
"when-issued"  or delayed  delivery basis and  purchase or sell  securities on a
"forward commitment" basis. When such transactions are negotiated, the price  is
fixed  at the  time the  commitment is  made, but  delivery and  payment for the
securities take place  at a  later date.  Normally, the  settlement date  occurs
within two months after the transaction, but
 
                                       7
<PAGE>
delayed  settlements beyond  two months  may be  negotiated. At  the time Global
Growth Series enters into a transaction  on a when-issued or forward  commitment
basis,  a segregated account  consisting of cash,  U.S. Government securities or
liquid high-grade  debt securities  equal to  the value  of the  when-issued  or
forward  commitment  securities  will  be established  and  maintained  with the
custodian and will be marked  to the market daily.  During the period between  a
commitment  and settlement, no payment is made  for the securities and, thus, no
interest accrues to the purchaser from the transaction. If Global Growth  Series
disposes of the right to acquire a when-issued security prior to its acquisition
or  disposes of its right to deliver or receive against a forward commitment, it
can incur a  gain or  loss due  to market  fluctuation. The  use of  when-issued
transactions  and  forward commitments  enables  Global Growth  Series  to hedge
against anticipated changes in interest  rates and prices. Global Growth  Series
may  also enter into  such transactions to generate  incremental income. In some
instances,  the  third-party  seller   of  when-issued  or  forward   commitment
securities  may determine prior to the settlement date that it will be unable or
unwilling  to  meet  its  existing  transaction  commitments  without  borrowing
securities.  If advantageous from a yield perspective, Global Growth Series may,
in that event, agree to resell its purchase commitment to the third-party seller
at the current  market price on  the date  of sale and  concurrently enter  into
another  purchase  commitment  for  such  securities  at  a  later  date.  As an
inducement for Global Growth Series to  "roll over" its purchase commitment,  it
may  receive  a negotiated  fee. The  purchase of  securities on  a when-issued,
delayed delivery, or forward commitment basis  exposes a Series to risk  because
the  securities  may  decrease  in value  prior  to  their  delivery. Purchasing
securities on  a  when-issued, delayed  delivery,  or forward  commitment  basis
involves  the additional risk that  the return available in  the market when the
delivery takes  place will  be  higher than  that  obtained in  the  transaction
itself.  These risks could result in increased volatility of a Series' net asset
value to  the extent  that the  Series purchases  securities on  a  when-issued,
delayed  delivery,  or forward  commitment  basis while  remaining substantially
fully invested. No  more than 20%  of Global  Growth Series' net  assets may  be
invested  in when-issued, delayed delivery,  or forward commitment transactions,
and of such  20%, no more  than one-half (i.e.,  10% of its  net assets) may  be
invested  in when-issued,  delayed delivery, or  forward commitment transactions
without the intention of actually acquiring securities (i.e., dollar rolls).
 
SECURITIES LENDING. Global  Growth Series  is authorized  to make  loans of  its
portfolio  securities to broker-dealers or to other institutional investors. The
borrower  must  maintain  with   Global  Growth  Series'  custodian   collateral
consisting of cash, U.S. government securities, or other liquid, high-grade debt
securities  equal to at least 100% of the value of the borrowed securities, plus
any accrued interest. Global Growth Series will receive any interest paid on the
loaned securities and  a fee  and/or a  portion of  the interest  earned on  the
collateral.  As a fundamental policy, Global  Growth Series will limit its loans
of portfolio securities to an aggregate of 30% of the value of its total assets,
measured at the time any such loan is made.
 
The risks in lending portfolio securities,  as with other extensions of  secured
credit,  consist of possible delay in  receiving additional collateral or in the
recovery of the securities or possible  loss of rights in the collateral  should
the borrower fail financially. Loans will only be made to firms deemed by Fortis
Advisers,  Inc. ("Advisers") to be of good standing and will not be made unless,
in the judgment  of Advisers,  the consideration to  be earned  from such  loans
would justify the risk.
 
INVESTMENT POLICIES, RESTRICTIONS, AND RISKS APPLICABLE TO MORE THAN ONE SERIES
 
LETTERS  OF CREDIT.  Commercial paper  and other  short-term obligations  may be
backed by  irrevocable  letters  of  credit issued  by  banks  that  assume  the
obligation  for payment of principal and interest  in the event of default by an
issuer. Only banks the securities of which,  in the opinion of Advisers, are  of
investment  quality comparable to other permitted investments of such Series may
be used for letter of credit-backed investments.
 
REPURCHASE AGREEMENTS. Each of the Series may invest in repurchase agreements.
 
RESTRICTED OR ILLIQUID SECURITIES.  A policy of Money  Market Series and  Growth
Stock  Series which may not be changed without the approval of the shareholders,
is that each such Series may  invest up to 5% of  the value of its total  assets
(at  the time of investment) in securities which it might not be free to sell to
the public without registration of such  securities under the Securities Act  of
1933   (excluding  Rule  144A  securities).  However,  this  policy  is  further
restricted  by   a   policy--which   could  be   changed   without   shareholder
approval--which  prohibits more  than an aggregate  of 10% of  each such Series'
assets from being invested in: (a) restricted securities (both debt and  equity)
or  in equity securities of any issuer which are not readily marketable; and (b)
companies which have been in business for less than three years.
 
Global Growth Series may invest up to 10%  of the value of its total assets  (at
the  time  of  investment) in  securities  which  are not  registered  under the
applicable securities laws of  the country in which  such securities are  traded
and  for which no  alternative market is readily  available (excluding Rule 144A
securities). This  policy is  restricted  by a  further  policy which  could  be
changed  without shareholder approval--that prohibits  more than an aggregate of
10% of  Global Growth  Series'  assets from  being  invested in  (a)  restricted
securities  (both debt and equity)  or in equity securities  of any issuer which
are not readily marketable,  (b) repurchase agreements with  a maturity of  more
than seven days, and (c) over-the-counter option and futures contracts.
 
BORROWINGS.  Each Series may borrow  money from banks as  a temporary measure to
facilitate redemptions.
 
As a policy  which may  not be  changed without  shareholder approval,  however,
borrowings  may not exceed 10% of the value  of the total assets of Money Market
Series and Growth Stock Series.  Global Growth Series' borrowings through  banks
and "roll" transactions will not exceed 33 1/3% of its total assets. However, an
investment  policy  changeable  without shareholder  approval  further restricts
Global Growth  Series' borrowings  to 10%  of its  total assets.  No  additional
investment securities may be purchased by a Series whose outstanding borrowings,
(including "roll" transactions in the case of Global Growth Series) exceed 5% of
the  value of such Series' total assets.  If market fluctuations in the value of
the portfolio holdings of Global Growth Series or other factors cause the  ratio
of  Global Growth Series'  total assets to outstanding  borrowings to fall below
300%, within three days  (excluding Sundays and holidays)  of such event  Global
Growth  Series may be required to sell  portfolio securities to restore the 300%
asset coverage, even though  from an investment standpoint  such sales might  be
disadvantageous.   Interest  paid  on  borrowings  will  not  be  available  for
investment.
 
VARIABLE AMOUNT MASTER DEMAND NOTES. Each  Series 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. They allow  the
investment  of  fluctuating amounts  by the  Series at  varying market  rates of
interest pursuant  to  arrangements  between  the Series,  as  lender,  and  the
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  master
demand notes may under certain circumstances be deemed illiquid assets. However,
such  notes will  not be considered  illiquid where  the Series 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 of the amount then outstanding
together with interest to the date of payment.
 
                                       8
<PAGE>
MORTGAGE-RELATED   SECURITIES.  Each  Series   may  invest  in  mortgage-related
securities.  Mortgage-related  securities  are  securities  that,  directly   or
indirectly,  represent a participation  in (or are secured  by and payable from)
mortgage loans on real property.  Mortgage-related securities may represent  the
right to receive both principal and interest payments on underlying mortgages or
may  represent the  right to receive  varying proportions of  such payments. One
type of mortgage-related security includes certificates which represent pools of
mortgage loans  assembled for  sale  to investors  by various  governmental  and
private  organizations. Another type of  mortgage-related security includes debt
securities which are secured, directly or indirectly, by mortgages on commercial
or residential real estate.
 
Investments in mortgage-related securities involve certain risks. In periods  of
declining  interest  rates,  prices of  fixed  income securities  tend  to rise.
However, during such  periods, the  rate of prepayment  of mortgages  underlying
mortgage-related  securities  tends  to  increase,  with  the  result  that such
prepayments must be reinvested  at lower rates. In  addition, the value of  such
securities  may  fluctuate  in  response  to  the  market's  perception  of  the
creditworthiness of  the issuers  of mortgage-related  securities owned  by  the
Series.  The ability  of the issuer  of mortgage-related  securities to reinvest
favorably  in  underlying  mortgages  may  be  limited  by  prevailing  economic
conditions  or by  government regulation.  Additionally, although  mortgages and
mortgage-related securities are generally supported  by some form of  government
or  private  guarantee  and/or insurance,  there  is no  assurance  that private
guarantors or insurers will be able to meet their obligations.
 
SHORT-TERM MONEY MARKET INSTRUMENTS.  Each Series may at  any time invest  funds
awaiting  investment  or  held  as  reserves  for  the  purposes  of  satisfying
redemption requests,  payment  of dividends  or  making other  distributions  to
shareholders,  in cash and short-term money market instruments. Short-term money
market instruments in which each Series  may invest include (i) short-term  U.S.
government   securities   and  short-term   obligations  of   foreign  sovereign
governments and  their agencies  and  instrumentalities, (ii)  interest  bearing
savings  deposits on, and  certificates of deposit  and bankers' acceptances of,
United States  and foreign  banks, (iii)  commercial paper  of U.S.  or  foreign
issuers  rated A-1 or higher by S&P or Prime-1 by Moody's or comparably rated by
another nationally recognized rating agency, or,  if not rated, determined by  a
Series  sub-adviser to be  of comparable quality  and (iv) repurchase agreements
relating to the foregoing.
 
U.S.  GOVERNMENT  SECURITIES.  Each  Series   may  invest  in  U.S.   government
securities,  which include:  (i) the  following U.S.  Treasury obligations: U.S.
Treasury bills (initial  maturities of one  year or less),  U.S. Treasury  notes
(initial  maturities of  one to  10 years),  and U.S.  Treasury bonds (generally
initial maturities of greater  than 10 years),  all of which  are backed by  the
full  faith and  credit of  the United  States; and  (ii) obligations  issued or
guaranteed  by  U.S.   government  agencies   or  instrumentalities,   including
government  guaranteed mortgage-related securities, some  of which are backed by
the full  faith and  credit  of the  U.S.  Treasury, e.g.,  direct  pass-through
certificates  of the Government National Mortgage Association; some of which are
supported by the right of the issuer  to borrow from the U.S. government,  e.g.,
obligations of Federal Home Loan Banks; and some of which are backed only by the
credit  of the  issuer itself, e.g.,  obligations of the  Student Loan Marketing
Association. U.S. government securities are backed by the full faith and  credit
of  the U.S. government  or guaranteed by the  issuing agency or instrumentality
and, therefore, there is generally considered to  be no risk as to the  issuer's
capacity  to pay interest and repay principal. Nevertheless, due to fluctuations
in interest  rates,  there is  no  guarantee as  to  the market  value  of  U.S.
government securities. See "Investment Objectives and Policies" in the Statement
of  Additional Information  for a further  description of  obligations issued or
guaranteed by U.S. government agencies or instrumentalities.
 
FLOATING AND  VARIABLE RATE  INSTRUMENTS. Certain  of the  obligations that  the
Series  may  purchase  have  a  floating  or  variable  rate  of  interest. Such
obligations bear interest at rates that are not fixed, but vary with changes  in
specified  market rates  or indices,  such as the  prime rate,  and at specified
intervals. Certain of these  obligations may carry a  demand feature that  would
permit  the holder  to tender  them back  to the  issuer at  par value  prior to
maturity. Each  Series  limits  its  purchases of  floating  and  variable  rate
obligations to those of the same quality as it otherwise is allowed to purchase.
Advisers  monitors on  an ongoing  basis the  ability of  an issuer  of a demand
instrument to pay principal  and interest on demand.  A Series' right to  obtain
payment  at  par on  a demand  instrument  can be  affected by  events occurring
between the date such Series  elects to demand payment  and the date payment  is
due  that may affect the ability of the issuer of the instrument to make payment
when due, except  when such  demand instruments permit  same-day settlement.  To
facilitate  settlement, these  same-day demand instruments  may be  held in book
entry form at a bank other than the Series' custodian, subject to a subcustodian
agreement approved by the Series between the bank and the Series' custodian.
 
The floating and variable rate obligations that the Series may purchase  include
certificates of participation in obligations purchased from banks. A certificate
of  participation  gives  the Series  an  undivided interest  in  the underlying
obligations in the  proportion that  such Series'  interest bears  to the  total
principal   amount  of  such  obligations.   Certain  of  such  certificates  of
participation may carry a demand feature that would permit the holder to  tender
them back to the issuer prior to maturity.
 
To  the  extent  that  floating and  variable  rate  instruments  without demand
features are not  readily marketable,  they will  be subject  to the  investment
restrictions  pertaining to investments in  illiquid securities. See "Restricted
or Illiquid Securities" above.
 
The insurance laws and  regulations of various  states as well  as the Code  and
regulations thereunder may, from time to time, impose additional restrictions on
the investments of the various Series.
 
GENERAL RISKS TO CONSIDER
An  investment in any of the Series  involves certain risks in addition to those
noted elsewhere in this Prospectus  and the Statement of Additional  Information
with respect to particular Series. These include the following:
 
EQUITY  SECURITIES GENERALLY. Market prices  of equity securities generally, and
of particular companies'  equity securities, frequently  are subject to  greater
volatility  than  prices of  fixed income  securities.  Market prices  of equity
securities as a group  have dropped dramatically  in a short  period of time  on
several  occasions in the past, and they may  do so again in the future. Each of
the Series which may  purchase equity securities (such  as common and  preferred
stocks) is subject to the risk of generally adverse equity markets.
 
COMMON  AND PREFERRED STOCKS. Stocks represent shares of ownership in a company.
Generally, preferred stock has  a specified dividend and  ranks after bonds  and
before  common stocks in its claim on income for dividend payments and on assets
should the  company be  liquidated.  After other  claims are  satisfied,  common
stockholders  participate in company profits on a pro rata basis; profits may be
paid out in dividends or  reinvested in the company  to help it grow.  Increases
and  decreases in earnings are usually reflected  in a company's stock price, so
common  stocks  generally  have  the  greatest  appreciation  and   depreciation
potential of all corporate securities.
 
SMALLER-CAPITALIZATION COMPANIES. The equity securities of
smaller-capitalization  companies  frequently  have  experienced  greater  price
volatility in the past than  those of larger-capitalization companies, and  they
may  be expected to do so in the future. To the extent that the Series invest in
smaller-capitalization companies,  they  are subject  to  this risk  of  greater
volatility.
 
CONVERTIBLE  SECURITIES  AND  WARRANTS. Certain  Series  may invest  in  debt or
preferred  equity  securities  convertible  into  or  exchangeable  for   equity
securities.   Traditionally,  convertible  securities  have  paid  dividends  or
interest at  rates higher  than  common stocks  but lower  than  non-convertible
securities.  They generally participate  in the appreciation  or depreciation of
the underlying stock into which they are convertible, but to a lesser degree. In
recent  years,  convertibles  have  been  developed  which  combine  higher   or
 
                                       9
<PAGE>
lower  current income with  options and other features.  Warrants are options to
buy a stated  number of shares  of common stock  at a specified  price any  time
during the life of the warrants (generally, two or more years).
 
INTEREST  RATE RISK. Interest rate  risk is the risk that  the value of a fixed-
rate debt security will decline due to changes in market interest rates. Because
the Series invest in  fixed-rate debt securities, they  are subject to  interest
rate  risk. In general, when interest rates rise, the value of a fixed-rate debt
security declines.  Conversely, when  interest  rates decline,  the value  of  a
fixed-rate  debt security generally increases.  Thus, shareholders in the Series
bear the risk that increases  in market interest rates  will cause the value  of
their Series' portfolio investments to decline.
 
In  general, the value  of fixed-rate debt securities  with longer maturities is
more sensitive  to changes  in market  interest  rates than  the value  of  such
securities  with shorter maturities. Thus, the net asset value of a Series which
invests in  securities  with  longer  weighted  average  maturities  (or  longer
durations)  should be expected to have greater volatility in periods of changing
market interest rates  than that of  a Series which  invests in securities  with
shorter  weighted average maturities (or  shorter durations). As described below
under "Mortgage-Backed Securities," it is more difficult to generalize about the
effect of changes  in market  interest rates  on the  values of  mortgage-backed
securities.
 
Although  Advisers may  for certain  Series engage  in transactions  intended to
hedge the value of a Series' portfolio against changes in market interest rates,
there is no assurance that such hedging transactions will be undertaken or  will
fulfill their purpose.
 
CREDIT  RISK. Credit risk  is the risk that  the issuer of  a debt security will
fail to make payments  on the security  when due. Because  the Series invest  in
debt securities, they are subject to credit risk.
 
Securities  issued or guaranteed  by the United  States Government generally are
viewed as  carrying  minimal  credit risk.  Securities  issued  by  governmental
entities  but not backed by the full faith  and credit of the United States, and
securities issued by private  entities, are subject to  higher levels of  credit
risk.  The ratings  and certain  other requirements  which apply  to the Series'
permitted investments, as described elsewhere  in this Prospectus, are  intended
to  limit  the amount  of credit  risk undertaken  by the  Series. Nevertheless,
shareholders in the Series bear the  risk that payment defaults could cause  the
value of their Series' portfolio investments to decline.
 
CALL  RISK. Many  corporate bonds may  be redeemed  at the option  of the issuer
("called") at a specified price prior to their stated maturity date. In general,
it is advantageous  for a  corporate issuer  to call its  bonds if  they can  be
refinanced  through the issuance of  new bonds which bear  a lower interest rate
than that of the called bonds. Call  risk is the risk that corporate bonds  will
be  called  during a  period of  declining  market interest  rates so  that such
refinancings may take place.
 
If a bond  held by  a Series  is called during  a period  of declining  interest
rates,  the Series probably will have to reinvest the proceeds received by it at
a lower interest rate than  that borne by the called  bond, thus resulting in  a
decrease in the Series' income. To the extent that the Series invest in callable
corporate  bonds, Series  shareholders bear the  risk that  reductions in income
will result from the call of the bonds. Most United States Government securities
are not callable before their stated maturity.
 
MORTGAGE-BACKED SECURITIES. Because residential mortgage loans generally can  be
prepaid  in whole or in part by the borrowers at any time without any prepayment
penalty, the holder of a  mortgage-backed security which represents an  interest
in  a pool of  such mortgage loans  is subject to  a form of  call risk which is
generally called "prepayment risk." In addition, it is more difficult to predict
the effect of changes in market interest rates on the return on  mortgage-backed
securities  than  to predict  the  effect of  such changes  on  the return  of a
conventional fixed-rate debt instrument,  the magnitude of  such effects may  be
greater  in  some cases,  and  the return  on  certain types  of mortgage-backed
securities, such  as interest-only,  principal-only  and inverse  floating  rate
mortgage-backed  securities, is  particularly sensitive  to changes  in interest
rates and in the rate at which the mortgage loans underlying the securities  are
prepaid   by   borrowers.  For   these   reasons,  a   Series'   investments  in
mortgage-backed  securities  may  involve  greater  risks  than  investments  in
governmental  or  corporate  bonds.  For  further  information,  see "Investment
Policies, Restrictions, and Risks Applicable  to More Than One  Series--Mortgage
Related Securities."
 
ACTIVE  MANAGEMENT.  All of  the Series  are actively  managed by  Advisers. The
performance of  these Series  therefore  will reflect  in  part the  ability  of
Advisers  to  select  securities  which  are  suited  to  achieving  the Series'
investment objectives.  Due  to  their active  management,  these  Series  could
underperform other mutual funds with similar investment objectives or the market
generally.
 
MANAGEMENT
 
BOARD OF DIRECTORS
Under  Minnesota law,  the Board  of Directors of  Fortis Series  (the "Board of
Directors") has overall responsibility for managing Fortis Series in good faith,
in a manner reasonably believed  to be in the  best interests of Fortis  Series,
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 Series 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 each  Series.  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
Series'  business  affairs, subject  to the  overall authority  of the  Board of
Directors. Advisers' address is P.O. Box 64284, St. Paul, MN 55164.
 
Money Market Series has  been managed by Howard  G. Hudson, Robert C.  Lindberg,
Maroun M. Hayek, and David C. Greenzang since August 1995.
 
Growth  Stock Series has been  managed by Stephen M.  Poling, James S. Byrd, and
Keith R. Thomson since 1986, 1991, and 1988, respectively.
 
Global Growth Series has been managed  since its inception by Stephen M.  Poling
and James S. Byrd.
 
Mr.  Hudson, an Executive Vice  President of Advisers and  the head of Advisers'
fixed income  department, has  been managing  debt securities  for Fortis,  Inc.
since  1991. Prior  to that, Mr.  Hudson managed investments  for several firms,
including 20 years with Morgan  Guaranty Trust, where he  was the head of  fixed
income  for the  Trust and  Investment Division. Mr.  Hudson reports  to Gary N.
Yalen, the  President  and  Chief  Investment Officer  of  Advisers.  The  other
individuals  identified herein, with the exception  of Messrs. Poling, Byrd, and
Thomson, report directly or  indirectly to Mr. Hudson.  Messrs. Poling and  Byrd
are  Executive Vice Presidents and Mr. Thomson  is a Vice President of Advisers.
Mr. Lindberg, a Vice  President of Advisers, has  been managing debt  securities
for  Advisers since  1993. Prior  to that, Mr.  Lindberg was  Vice President and
Chief Securities  Trader for  COMERICA, Inc.,  Detroit, MI.  Mr. Hayek,  a  Vice
President  of Advisers, has been managing debt securities for Fortis, Inc. since
1987. Mr. Greenzang,  a Money  Market Portfolio  officer, has  been involved  in
management  of debt securities for  Fortis, Inc. since 1992.  Prior to that, Mr.
Greenzang was an  Associate with  Dean Witter Reynolds,  Inc. in  New York,  NY.
Messrs.  Poling, Byrd, and  Thomson have managed portfolios  for Advisers for at
least the past five years. Messrs. Yalen, Hudson, Lindberg, Hayek, and Greenzang
are located at One Chase Manhattan Plaza, New York, NY 10005 and Messrs. Poling,
Byrd, and Thomson are located at 5500 Wayzata Blvd., Golden Valley, MN 55416.
 
EXPENSES AND ALLOCATIONS AMONG SERIES
For the most recent fiscal year, the ratio of Fortis Series' investment advisory
and management fee  as a percentage  of average  daily net assets  was .30%  for
Money  Market Series, .62% for  Growth Stock Series, and  .70% for Global Growth
Series.
 
BROKERAGE ALLOCATION
Advisers may  consider sales  of shares  of Fortis  Series, and  of other  funds
advised  by Advisers, as a factor in  the selection of broker-dealers to execute
 
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<PAGE>
Fortis Series' securities transactions when it is believed that this can be done
without causing Fortis Series to pay more in brokerage commissions than it would
otherwise.
 
PERIODIC REPORTS
Contract  owners  will  receive  semiannual  reports  including  the   financial
statements  of the Series  to which their  premiums have been  allocated and the
investments held in each such Series.
 
CAPITAL STOCK
 
Fortis Series has only common shares with equal voting rights.
 
VOTING PRIVILEGES
The voting privileges of Contract owners, and limitations thereon, are explained
in the accompanying prospectus for the Contracts. The shareholders are  entitled
to  vote all of  the shares of Fortis  Series, but they will  generally do so in
accordance  with  the  instructions  of  the  Contract  owners.  Under   certain
circumstances,  however, shareholders may disregard voting instructions received
from Contract  owners. For  additional information  describing how  shareholders
will  vote  the  shares  of  Fortis  Series,  see  "Voting  Privileges"  in  the
accompanying prospectus(es) for the applicable Contracts.
 
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
 
Fortis Series intends to distribute at least annually as dividends substantially
all the net investment  income, if any, of  each Series. For dividend  purposes,
net  investment income of each Series will  consist of all dividends (other than
stock dividends) or interest received by  such Series less the accrued  expenses
of  each such  Series. Fortis  Series will also  declare and  distribute all net
realized capital gains annually. Dividends from investment income of the  Series
and  capital  gains  distributions will  be  reinvested in  additional  full and
fractional shares. Dividends  and distributions  on shares  not attributable  to
Contracts, however, may be paid in cash.
 
TAXATION
 
Each  Series  intends to  qualify as  a regulated  investment company  under the
Internal Revenue Code of 1986, as amended. So long as each Series so  qualifies,
the  Series is not taxed on the  income it distributes to the Separate Accounts.
So long as  each Series qualifies  as a regulated  investment company and  meets
certain  diversification  tests  applicable  to  the  segregated  asset accounts
underlying variable annuity  and life insurance  contracts, the Contract  owners
will  not be considered to be the owners of the shares of the Series, and income
earned with respect to the Contracts will not be taxed currently to the Contract
owners.
 
For the tax consequences of owning  a Contract, see the accompanying  prospectus
for  the Contracts. For more information  concerning the taxation of the Series,
see "Taxation" in the Statement of Additional Information.
 
PURCHASE AND REDEMPTION OF SHARES
 
GENERALLY
Shares in Fortis Series  are currently offered at  the respective per share  net
asset  values  of the  Series.  Such shares  are  offered only  to  the Separate
Accounts, which  fund benefits  payable  under the  Contracts described  in  the
accompanying prospectus. Fortis Series sells its shares to the Separate Accounts
through Fortis Investors, Inc. ("Investors"). Investors receives no underwriting
compensation  from Fortis Series. Fortis Series may in the future also offer its
shares to separate accounts of other insurance companies.
 
The Board of  Directors will monitor  events for the  existence of any  material
irreconcilable  conflict  between  or  among  owners  of  insurance  or  annuity
contracts, and  the relevant  insurance companies  will take  whatever  remedial
action  may  be  necessary and  appropriate.  Fortis Benefits  and  First Fortis
currently do not foresee any  disadvantages to their respective Contract  owners
arising  out of the fact that Fortis  Series offers its shares both for variable
life insurance  policies  and variable  annuity  contracts. However,  should  an
irreconcilable  conflict arise between the Separate Accounts, the conflict could
result in one or more of the Separate Accounts terminating its relationship with
Fortis Series, thus  necessitating the liquidation  of portfolio securities  and
thereby  potentially having  an adverse  impact on the  net asset  values of the
affected Series.
 
On each day  when Fortis Series  values its  assets, shares of  each Series  are
purchased  or redeemed by the Separate  Accounts based upon, among other things,
the amounts of  net premiums allocated  to the Separate  Account, dividends  and
distributions  reinvested, transfers  to and  among subaccounts  of the Separate
Accounts, Policy loans, loan repayments and benefit payments to be processed  on
that  date. Such purchases and redemptions for the Separate Account are effected
at the net  asset value per  share for each  Series determined as  of that  same
date.  Any orders to purchase or redeem  Fortis Series shares that do not result
automatically from Contract transactions will be effected at the net asset value
per share next computed after the order is placed.
 
OFFERING PRICE
The offering prices  of the Series'  shares are determined  once daily, and  are
equal  to the  net asset values  per share  of the shares  next calculated after
receipt of  the purchase  order. The  Series'  net asset  values per  share  are
determined by dividing the value of the securities owned by the Series, plus any
cash  or other assets, less all liabilities, by the number of the Series' shares
outstanding. All  significant expenses,  including the  investment advisory  fee
payable  to Advisers, are  accrued daily. The portfolio  securities in which the
Series invest fluctuate in value,  and hence the net  asset values per share  of
the  Series  also fluctuate.  The net  asset  values of  the Series'  shares are
determined as of the  primary closing time  for business on  the New York  Stock
Exchange (the "Exchange") on each day on which the Exchange is open.
 
Securities  are generally valued at market value. A security listed or traded on
an exchange  is valued  at its  last  sale price  on the  exchange where  it  is
principally  traded on the day  of valuation. Lacking any  sales on the exchange
where it is principally traded on the day of valuation, prior to the time as  of
which  assets are valued, the security generally is valued at the previous day's
last sale price  on that exchange.  A security  listed or traded  on the  Nasdaq
National Market is valued at its last sale price that day, and lacking any sales
that  day on the Nasdaq National Market, the security generally is valued at the
last bid  price. Options  will  be valued  at market  value  or fair  value,  as
determined in good faith by the Board of Directors, if no market exists. Futures
contracts  will be valued  in a like  manner except that  open futures contracts
sales will be valued using  the closing settlement price  or, in the absence  of
such a price, the most recent quoted asked price.
 
When  market quotations are not readily available, or when restricted securities
or other assets are being valued, such securities or other assets are valued  at
fair  value as determined in  good faith by management  under supervision of the
Board of Directors. Trading in securities on European and Far Eastern securities
exchanges and over-the-counter  markets is  normally completed  well before  the
close of the business day in New York. However, debt securities may be valued on
the basis of valuations furnished by a pricing service which utilizes electronic
data processing techniques to determine valuations for normal institutional-size
trading  units  of debt  securities when  such valuations  are believed  to more
accurately  reflect  the  fair  market  value  of  such  securities.  Short-term
investments  in  debt  securities with  maturities  of  less than  60  days when
acquired, or which subsequently  are within 60 days  of maturity, are valued  at
amortized  cost. Purchases and sales by the  Series after 2:00 P.M. Central Time
normally are not recorded until the following day.
 
Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or, alternatively, at
the mean of the current bid and asked prices of such currencies against the U.S.
dollar last quoted by a major bank that is a regular participant in the  foreign
exchange market or on the basis of a pricing service that takes into account the
quotes provided by a number of such major banks. If
 
                                       11
<PAGE>
neither  of these alternatives is available  nor provides a suitable methodology
for converting a foreign currency into  U.S. dollars, the Board of Directors  in
good faith will establish a conversion rate for such currency.
 
European  or Far Eastern  securities trading may  not take place  on all days on
which the Exchange is open. Further, trading takes place in Japanese markets  on
certain  Saturdays and in various foreign markets  on days on which the Exchange
is not open and  therefore the Series'  net asset value  is not calculated.  The
calculation  of  the  Series'  net  asset value  therefore  may  not  take place
contemporaneously with the determination of the prices of securities held by the
Series. Events affecting the values  of portfolio securities that occur  between
the  time their prices are determined and the  close of the Exchange will not be
reflected  in  the  Series'  net  asset  value  unless  management,  under   the
supervision  of the  Board of  Directors, determines  that the  particular event
would materially affect  net asset  value. As a  result, the  Series' net  asset
value  may be significantly affected by such  trading on days when Fortis Series
is not open for shareholder purchases and redemptions.
 
TRANSFERS AMONG SUBACCOUNTS
Contract owners may transfer  amounts among the  subaccounts available to  them,
and  may  change  allocations  of  premiums  as  explained  in  the accompanying
prospectus for  the Contracts.  Transfers between  subaccounts are  not  taxable
under current Federal income tax law.
 
THE UNDERWRITER
Fortis  Investors,  Inc.  ("Investors"),  a subsidiary  of  Advisers,  is Fortis
Series' underwriter.  Investors' address  is that  of Fortis  Series.  Investors
reserves  the  right to  reject any  purchase order.  The following  persons are
affiliated with both Investors and Fortis Series: 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.
 
REDEMPTION
Fortis  Series is required  to redeem all  full and fractional  shares of Fortis
Series for cash within seven days of receipt of proper notice of redemption. The
net asset value of redeemed shares may be more or less than the net asset  value
of the same shares at the time the Separate Account invested in such shares.
 
For  further  information, Contract  owners  may also  contact  Fortis Benefits'
office, the address of which is the same as that of Fortis Series, as set  forth
on the cover of this Prospectus. New York contract owners should instead contact
First Fortis' office: P.O. Box 3209, Syracuse, New York 13220.
 
APPENDIX
 
COMMERCIAL PAPER RATINGS
 
STANDARD  & POOR'S CORPORATION. A Standard & Poor's commercial paper rating is a
current assessment  of  the likelihood  of  timely  payment of  debt  having  an
original  maturity of no more than 365  days. Ratings are graded into categories
ranging from "A" for the highest quality obligations to "D" for the lowest.
 
"A"   Issues assigned this highest  rating are regarded  as having the  greatest
      capacity  for timely payment. Issues in  this category are delineated with
      the numbers 1, 2 and 3 to indicate the relative degree of safety.
 
"A-1"  This designation indicates  that the  degree of  safety regarding  timely
       payment is either overwhelming or very strong. Those issues determined to
       possess  overwhelming safety characteristics are  denoted with a (+) sign
       designation.
 
"A-2"  Capacity for timely payment  on issues with  this designation is  strong.
       However,  the relative  degree of  safety is  not as  high as  for issues
       designated "A-1."
 
"A-3"  Issues carrying this designation have a satisfactory capacity for  timely
       payment.  They  are, however,  somewhat  more vulnerable  to  the adverse
       effects of changes in circumstances than obligations carrying the  higher
       designations.
 
The  commercial  paper rating  is not  a  recommendation to  purchase or  sell a
security. The ratings are based on  current information furnished to Standard  &
Poor's  by the issuer or obtained from  other sources it considers reliable. The
ratings may be changed,  suspended, or withdrawn  as a result  of changes in  or
unavailability of such information.
 
MOODY'S  INVESTORS SERVICE, INC. Moody's short-term debt ratings are opinions of
the ability of  the issuers to  repay punctually senior  debt obligations  which
have   an  original   maturity  not  exceeding   one  year.   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"  Superior ability for repayment of senior short-term debt obligations.
 
"Prime-2"  Strong ability for repayment of senior short-term debt obligations.
 
"Prime-3"  Acceptable  ability   for  repayment   of  senior   short-term   debt
           obligations.
 
CORPORATE BOND RATINGS
 
STANDARD  &  POOR'S  CORPORATION.  Its  ratings  for  corporate  bonds  have the
following definitions:
 
Debt rated "AAA" has the highest rating assigned by Standard & Poor's.  Capacity
to pay interest and repay principal is extremely strong.
 
Debt  rated "AA" has a very strong  capacity to pay interest and repay principal
and differs from the higher rated issues only in a small degree.
 
Debt rated  "A" has  a strong  capacity  to pay  interest and  repay  principal,
although  it is somewhat more  susceptible to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.
 
Debt rated "BBB" is regarded as having an adequate capacity to pay interest  and
repay  principal. Whereas  it normally exhibits  adequate protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened  capacity  to pay  interest  and repay  principal  for debt  in  this
category than in higher rated categories.
 
Debt  rated  "BB,"  "B,"  "CCC,"  "CC," and  "C"  is  regarded,  on  balance, as
predominantly speculative with  respect to  capacity to pay  interest and  repay
principal  in accordance  with the terms  of the obligation.  "BB" indicates the
lowest degree of speculation  and "C" the highest  degree of speculation.  While
such  debt will likely  have some quality  and protective characteristics, these
are outweighed  by  large  uncertainties  or major  risk  exposures  to  adverse
conditions.
 
Debt  rated  "BB"  has  less  near-term  vulnerability  to  default  than  other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to  meet timely interest  and principal  payments. The "BB"
rating category  is also  used for  debt  subordinated to  senior debt  that  is
assigned an actual or implied "BBB-" rating.
 
Debt  rated "B"  has a  greater vulnerability to  default but  currently has the
capacity to meet interest payments  and principal repayments. Adverse  business,
financial,  or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The "B" rating category is also used for  debt
subordinated  to senior debt that is assigned an actual or implied "BB" or "BB-"
rating.
 
Debt rated "CCC" has a currently  identifiable vulnerability to default, and  is
dependent  upon favorable business,  financial, and economic  conditions to meet
timely payment of interest and repayment  of principal. In the event of  adverse
business,   financial,   or   economic   conditions,  it   is   not   likely  to
 
                                       12
<PAGE>
have the capacity to pay interest and repay principal. The "CCC" rating category
is also used for debt subordinated to senior debt that is assigned an actual  or
implied "B" or "B-" rating.
 
The rating "CC" is typically applied to debt subordinated to senior debt that is
assigned an actual or implied "CCC" rating.
 
The rating "C" is typically applied to debt subordinated to senior debt which is
assigned  an actual or implied "CCC-" debt rating. The "C" rating may be used to
cover a situation where a bankruptcy  petition has been filed, but debt  service
payments are continued.
 
The rating "CI" is reserved for income bonds on which no interest is being paid.
 
Debt  rated "D"  is in  payment default.  The "D"  rating category  is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes  that
such payments will be made during such grace period. The "D" rating also will be
used  upon the  filing of  a bankruptcy  petition if  debt service  payments are
jeopardized.
 
The ratings from  "AA" to "CCC"  may be modified  by the addition  of a plus  or
minus sign to show relative standing within the major categories.
 
"NR"  indicates that  no rating has  been requested, that  there is insufficient
information on which to base a rating, or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.
 
MOODY'S INVESTORS  SERVICE, INC.  Its ratings  for corporate  bonds include  the
following:
 
Bonds which are 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 which are 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 greater amplitude  or there may be  other elements present which make
the long-term risk appear somewhat larger than in Aaa securities.
 
Bonds which  are rated  "A" possess  many  favorable attributes  and are  to  be
considered  as  upper  medium  grade  obligations.  Factors  giving  security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
 
Bonds which are rated  "Baa" are considered as  medium grade obligations,  i.e.,
they  are neither  highly protected  nor poorly  secured. Interest  payments and
principal security  appear  adequate  for the  present  but  certain  protective
elements  may be lacking or may  be characteristically unreliable over any great
length of time. Such  bonds lack outstanding  investment characteristics and  in
fact have speculative characteristics as well.
 
Bonds which are rated "Ba" are judged to have speculative elements; their future
cannot  be  considered as  well assured.  Often the  protection of  interest and
principal payments may be very moderate and thereby not well safeguarded  during
both  good and bad times over  the future. Uncertainty of position characterizes
bonds in this class.
 
Bonds which  are  rated "B"  generally  lack characteristics  of  the  desirable
investment.  Assurance of interest  and principal payments  or of maintenance of
other terms of the contract over any long period of time may be small.
 
Bonds which are rated "Caa" are of poor standing. Such issues may be in  default
or  there  may  be present  elements  of  danger with  respect  to  principal or
interest.
 
Bonds which are rated "Ca" represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.
 
Bond which rated "C" are the lowest rated class of bonds and issues so rated can
be regarded  as having  extremely  poor prospects  of  ever attaining  any  real
investment standing.
 
BOND  INVESTMENT QUALITY  STANDARDS: Under  present commercial  bank regulations
issued by  the  Comptroller  of  the  Currency, bonds  rated  in  the  top  four
categories  (Moody's ratings Aaa, Aa,  A and Baa, and  Standard & Poor's ratings
AAA, AA, A and BBB, commonly known as "Investment Grade" ratings) are  generally
regarded as eligible for bank investment. In addition, the Legal Investment Laws
of  various  states impose  certain rating  or  other standards  for obligations
eligible for investment by savings  banks, trust companies, insurance  companies
and fiduciaries generally.
 
PREFERRED STOCK RATING
 
STANDARD  &  POOR'S  CORPORATION.  Its  ratings  for  preferred  stock  have the
following definitions:
 
An issue rated "AAA" has the highest  rating that may be assigned by Standard  &
Poor's  to a preferred stock issue and indicates an extremely strong capacity to
pay the preferred stock obligations.
 
A preferred stock issue rated "AA" also qualifies as a high-quality fixed income
security. The  capacity  to pay  preferred  stock obligations  is  very  strong,
although not as overwhelming as for issues rated "AAA."
 
An  issue rated  "A" is backed  by a sound  capacity to pay  the preferred stock
obligations, although it is somewhat more susceptible to the adverse effects  of
changes in circumstances and economic conditions.
 
An  issue rated "BBB" is  regarded as backed by an  adequate capacity to pay the
preferred stock obligations.  Whereas it normally  exhibits adequate  protection
parameters,  adverse  economic conditions,  or  changing circumstances  are more
likely to lead to a weakened capacity to make payments for a preferred stock  in
this category than for issues in the "A" category.
 
MOODY'S  INVESTORS SERVICE,  INC. Its  ratings for  preferred stock  include the
following:
 
An issue which is rated "Aaa" is considered to be a top-quality preferred stock.
This rating  indicates good  asset protection  and the  least risk  of  dividend
impairment within the universe of preferred stocks.
 
An  issue which is rated  "Aa" is considered a  high-grade preferred stock. This
rating indicates  that there  is reasonable  assurance that  earnings and  asset
protection will remain relatively well maintained in the foreseeable future.
 
An  issue which is rated "A" is considered to be an upper-medium grade preferred
stock. While risks are judged to be somewhat greater than in the "aaa" and  "aa"
classifications,  earnings and asset protection  are nevertheless expected to be
maintained at adequate levels.
 
An issue which is rated "Baa" is  considered to be medium grade, neither  highly
protected  nor poorly secured. Earnings and  asset protection appear adequate at
present but may be questionable over any great length of time.
 
                                       13
<PAGE>
PROSPECTUS
MAY 1, 1996
 
FORTIS
SERIES FUND, INC.
 
A SERIES FUND WITH THREE AVAILABLE SERIES,
EACH WITH DIFFERENT GOALS AND INVESTMENT POLICIES
 
59101 (REV. 5/96)
 
<TABLE>
<S>              <C>
   BULK RATE
 U.S. POSTAGE
</TABLE>
 
UVW
<TABLE>
<S>              <C>
     PAID
</TABLE>
 
FORTIS FINANCIAL GROUP
<TABLE>
<S>              <C>
MINNEAPOLIS, MN
PERMIT NO. 3794
</TABLE>
P.O. BOX 64284
ST. PAUL, MN 55164


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