FORTIS SERIES FUND INC
497, 1996-11-27
Previous: FORTIS BENEFITS INSURANCE CO VARIABLE ACCOUNT C, 497, 1996-11-27
Next: AMERON INC/DE, 10-K405/A, 1996-11-27



<PAGE>
 
<TABLE>
<S>                <C>                                      <C>
                                                            PROSPECTUS DATED
                                                            May 1, 1996
                                                            As supplemented
                                                            December 1, 1996
UVW                       FORTIS SERIES FUND, INC.          STREET ADDRESS:
MAILING ADDRESS:           (S&P 500 Index Series)           500 BIELENBERG
P.O. BOX 64582                                              DRIVE
ST. PAUL                                                    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") with  fifteen separate series  (the
"Series"),  each of which is, for investment purposes, in effect a separate fund
with its own  separate goals  and investment policies.  Only the  S&P 500  Index
Series ("Index Series") is available hereunder.
 
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 objective of the S&P 500  Index Series is to replicate the  total
return  of the Standard  & Poor's Composite Stock  Price Index primarily through
investments in equity securities.
 
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 (dated May 1, 1996 as supplemented December 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.

<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                   PAGE
<S>                                              <C>
Financial Highlights...........................          2
Organization and Classification................          2
The Separate Accounts and the Contracts........          2
Investment Objective and Policies; Risk
 Considerations................................          2
    - S&P 500 Index Series.....................          2
    - Investment Policies, Restrictions and
        Risks..................................          3
    - General Risks to Consider................          4
Management.....................................          4
    - Board of Directors.......................          4
    - The Investment Adviser/Transfer
      Agent/Dividend Agent.....................          4
    - The Sub-Adviser..........................
    - Advisory Fees............................          4
    - Brokerage Allocation.....................          4
 
<CAPTION>
                                                   PAGE
<S>                                              <C>
    - Periodic Reports.........................          4
Capital Stock..................................          5
    - Voting Privileges........................          5
Dividends and Capital Gains Distributions......          5
Taxation.......................................          5
Purchase and Redemption of Shares..............          5
    - Generally................................          5
    - Offering Price...........................          5
    - Transfers Among Subaccounts..............          5
    - The Underwriter..........................          5
    - Redemption...............................          6
Appendix.......................................          8
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
The  S&P 500  Index Series did  not commence  operations until May  1, 1996, and
therefore no data is presented for this section.
 
The Series may advertise its "cumulative total return" and "average annual total
return" and may compare such figures to recognized indices. 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." The Series
is classified as a diversified investment company under the 1940 Act. The Series
is, for investment purposes,  in effect a separate  investment fund. A  separate
series  of capital stock is  issued for the 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. The 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 OBJECTIVE AND POLICIES; RISK CONSIDERATIONS
 
The Index Series has an investment objective which it pursues through investment
policies  as described below. The investment  objective of the Index Series and,
except as  otherwise noted,  the policies  by which  the Index  Series seeks  to
achieve  its  investment  objective,  may be  changed  without  the  approval of
shareholders or contract owners.  While no such change  is contemplated, such  a
change  could result  in the Index  Series objective differing  from that 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'
objective cannot be assured.
 
Fortis Advisers, Inc. is the investment adviser for the Series. As noted  below,
Advisers  has retained  The Dreyfus Corporation  as a sub-adviser  for the Index
Series.
 
S&P 500 INDEX SERIES
The Series'  investment  objective is  to  replicate  the total  return  of  the
Standard  & Poor's 500 Composite  Stock Price Index (the  "S&P 500 Index" or the
"Index") primarily through investments in equity securities.
 
The Index Series  is not managed  according to traditional  methods of  "active"
investment  management, which involve the buying and selling of securities based
upon economic, financial and market  analysis and investment judgment.  Instead,
the  Index  Series  utilizes  a  "passive"  investment  approach,  attempting to
duplicate the investment performance  of the S&P  500 Index through  statistical
procedures.
 
The S&P 500 Index is composed of 500 common stocks that are selected by Standard
& Poor's Corporation ("Standard & Poor's") to capture the best price performance
of  a large  cross-section of the  U. S.  publicly traded stock  market. The 500
securities, most  of  which trade  on  the  New York  Stock  Exchange  ("NYSE"),
represent  approximately 75% of the market value of all U.S. common stocks. Each
stock in the S&P 500  Index is weighted by  its market capitalization. That  is,
each security is weighted by its total market value relative to the total market
value  of all the securities in the  Index. Component stocks included in the S&P
500 Index are chosen with the aim of achieving a distribution at the index level
representative of the various components of  the U. S. economy and therefore  do
not  represent the  500 largest  companies. Aggregate  market value  and trading
activity are also considered in the selection process.
 
                                       2
<PAGE>
As the Index Series' assets increase, the Index Series expects to invest in  all
500  stocks in the S&P 500 Index in  proportion to their weighting in the Index.
To the extent that the size of the Index Series does not permit it to invest  in
all  500 stocks in  the Index, the  Index Series will  purchase a representative
sample of stocks from each industry  sector included in the Index in  proportion
to that industry's weighting in the Index.
 
To  the extent that the Index Series seeks  to replicate the S&P 500 Index using
such  sampling  techniques,  a  close  correlation  between  the  Index  Series'
performance  and the performance of the Index  is anticipated in both rising and
falling markets. The Index Series attempts to achieve a correlation between  the
performance  of its investments and  that of the Index  of at least 0.95, before
deduction of expenses. A correlation of 1.00 would represent perfect correlation
between  Index  Series  and  Index  performance.  It  is  anticipated  that  the
correlation  of the Index Series' performance to that of the Index will increase
as the size of the Index Series increases. The Index Series' ability to  achieve
significant  correlation  between  Index  Series and  Index  performance  may be
affected by changes  in securities markets,  changes in the  composition of  the
Index  and the timing of  purchases and redemptions of  Index Series shares. The
Series' investment adviser (Fortis Advisers, Inc.) and sub-adviser (The  Dreyfus
Corporation)  monitor this correlation  and report periodically  to the Board of
Directors of  Fortis  Series.  Should  the  Index  Series  fail  to  achieve  an
appropriate   level  of   correlation,  the  Board   will  consider  alternative
arrangements.
 
Under normal circumstances, the Index Series  invests at least 95% of its  total
assets  in  the  common  stocks  included in  the  S&P  500  Index.  To maintain
liquidity, the Index Series may invest up  to 5% of its assets in the  following
instruments:  U.S. Government securities, commercial paper, bank certificates of
deposit,  bank  demand  and   time  deposits,  repurchase  agreements,   reverse
repurchase  agreements,  when-issued  transactions  and  variable  amount master
demand notes. The Index Series may enter into futures contracts and options to a
limited extent.  For further  information on  these instruments  and  investment
techniques, see the Statement of Additional Information.
 
Standard  &  Poor's-Registered  Trademark-,  "S&P-Registered  Trademark-,"  "S&P
500-Registered Trademark-," "Standard & Poor's 500," and "500" are trademarks of
McGraw-Hill, Inc. and  have been licensed  for use by  Fortis Series. The  Index
Series  is not sponsored,  endorsed, sold or  promoted by Standard  & Poor's and
Standard  &  Poor's  makes  no  representation  regarding  the  advisability  of
investing  in the  Index Series.  Standard &  Poor's makes  no representation or
warranty, express or implied, to the owners of the Index Series or any member of
the public regarding the advisability of investing in securities generally or in
the Index Series  particularly or  the ability  of the  S&P 500  Index to  track
general  stock market performance. Standard & Poor's only relationship to Fortis
Series is the  licensing of  certain trademarks and  trade names  of Standard  &
Poor's  and of the S&P 500 Index which is determined, composed and calculated by
Standard & Poor's without regard to Fortis Series or the Index Series.  Standard
&  Poor's has no obligation to take the  needs of Fortis Series or the owners of
the Series into consideration in  determining, composing or calculating the  S&P
500  Index. Standard & Poor's is not responsible for and has not participated in
the determination of the prices and amount of the Index Series or the timing  of
the  issuance or sale of the Index Series or in the determination or calculation
of the equation by which the Index Series is to be converted into cash. Standard
& Poor's has no obligation or  liability in connection with the  administration,
marketing or trading of the Index Series.
 
STANDARD  & POOR'S DOES NOT  GUARANTEE THE ACCURACY AND/  OR THE COMPLETENESS OF
THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR'S SHALL  HAVE
NO  LIABILITY FOR  ANY ERRORS, OMISSIONS,  OR INTERRUPTIONS  THEREIN. STANDARD &
POOR'S MAKES NO WARRANTY, EXPRESS  OR IMPLIED, AS TO  RESULTS TO BE OBTAINED  BY
THE  SERIES, OWNERS OF THE SERIES OR ANY  OTHER PERSON OR ENTITY FROM THE USE OF
THE S&P 500  INDEX OR  ANY DATA  INCLUDED THEREIN.  STANDARD &  POOR'S MAKES  NO
EXPRESS  OR  IMPLIED  WARRANTIES,  AND  EXPRESSLY  DISCLAIMS  ALL  WARRANTIES OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR  PURPOSE OR USE WITH RESPECT TO  THE
S&P  500  INDEX  OR ANY  DATA  INCLUDED  THEREIN. WITHOUT  LIMITING  ANY  OF THE
FOREGOING, IN  NO EVENT  SHALL STANDARD  &  POOR'S HAVE  ANY LIABILITY  FOR  ANY
SPECIAL,  PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
 
The Index Series will not generally trade in securities for short-term  profits,
but  when circumstances  warrant, securities may  be purchased  and sold without
regard to the length of time  held. Although the Index Series cannot  accurately
predict  its  annual portfolio  turnover rate,  The Dreyfus  Corporation expects
that, under  normal circumstances,  the annual  portfolio turnover  rate of  the
Index   Series  will   not  exceed   100%.  High   portfolio  turnover  involves
correspondingly greater transaction costs, which would be borne directly by  the
Index Series.
 
INVESTMENT POLICIES, RESTRICTIONS, AND RISKS
 
RESTRICTED  OR ILLIQUID SECURITIES. A policy of  S&P 500 Index Series is that it
may invest up to 15% of its net assets (at the time of investment) in all  forms
of  illiquid investments,  as determined  pursuant to  applicable Securities and
Exchange Commission rules and regulations.
 
BORROWINGS. The Series  may borrow money  from banks as  a temporary measure  to
facilitate redemptions.
 
SECURITIES  LENDING. S&P  500 Index  Series is authorized  to make  loans of its
portfolio securities to broker-dealers or to other institutional investors.  The
borrower must maintain with the 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. The 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, the Series will limit  its loans of portfolio securities to
an aggregate of 33 1/3% of the value  of its total assets, measured at the  time
any  such  loan  is  made;  however,  an  investment  policy  changeable without
shareholder approval further  restricts lending of  its portfolio securities  by
the Series to 10% of its total assets.
 
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  the
sub-adviser, to be of good standing and will not be made unless, in the judgment
of the sub-adviser, the consideration to be earned from such loans would justify
the risk.
 
Any  investment  restriction  or  limitation,  fundamental  or  otherwise,  that
involves a maximum percentage of securities or assets shall not be considered to
be violated (except  in the  case of  the limitation  on illiquid  investments),
unless  an excess over the percentage occurs immediately after an acquisition of
securities or utilization of assets, and such excess results therefrom.
 
PORTFOLIO TURNOVER. The portfolio turnover rate for the Series is calculated  by
dividing  the  lesser  of  purchases  or  sales  by  such  Series  of investment
securities for  the particular  fiscal  year by  the  monthly average  value  of
investment  securities  owned  by  the  Series  during  the  same  fiscal  year.
"Investment  securities"  for  purposes  of  this  calculation  do  not  include
securities  with  a maturity  date  less than  twelve  months from  the  date of
investment. A 100% portfolio turnover rate
 
                                       3

<PAGE>
would  occur, for example, if  the lesser of the value  of purchases or sales of
investment securities for a  particular year were equal  to the average  monthly
value of the investment securities owned during such year.
 
GENERAL RISKS TO CONSIDER
An  investment in the Series  involves certain risks in  addition to those noted
elsewhere in this Prospectus and the Statement of Additional Information.  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.
 
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.
 
PASSIVE  MANAGEMENT.  The S&P  500 Index  Series  utilizes a  passive investment
approach as described above and is  managed by the sub-adviser. The  performance
of  this Series therefore will reflect the  ability of the sub-adviser to select
securities which are suited to  achieving the Series' investment objective.  The
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 the 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.  Advisers  reviews the
investments of the sub-advised Series and provides executive and other personnel
for the 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.
 
THE SUB-ADVISER
The Index Series  has retained  a sub-adviser under  an investment  sub-advisory
agreement  (the "Sub-Advisory Agreement")  to provide investment  advice and, in
general, to conduct the management investment program of the Series, subject  to
the  general control of  Advisers and the  Board of Directors  of Fortis Series.
Pursuant to the Sub-Advisory Agreement,  the sub-adviser will regularly  provide
the  Series  with  investment  research,  advice  and  supervision  and  furnish
continuously an investment program for the Series consistent with its investment
objectives and policies,  including the purchase,  retention and disposition  of
securities.
 
The  sub-adviser is also responsible for the selection of brokers and dealers to
effect securities transactions and the negotiation of brokerage commissions,  if
any.  Purchases and  sales of securities  on a securities  exchange are effected
through brokers who charge  a negotiated commission  for their services.  Orders
may  be  directed to  any  broker including,  to the  extent  and in  the manner
permitted by applicable law, affiliates  of the sub-adviser. Brokerage  services
provided  by affiliates of the sub-adviser are performed in conformity with Rule
17e-1 under the 1940  Act and procedures  adopted by the  Board of Directors  of
Fortis Series.
 
The  Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, New York, New York 10166,
is the sub-adviser  to the S&P  500 Index  Series. Dreyfus was  formed in  1947.
Dreyfus  is  a  wholly-owned  subsidiary  of  Mellon  Bank,  N.A.,  which  is  a
wholly-owned subsidiary of Mellon Bank  Corporation ("Mellon"). As of March  31,
1996,  Dreyfus managed or  administered approximately $82  billion in assets for
approximately 1.7 million investor accounts nationwide.
 
Mellon  is  a  publicly  owned  multibank  holding  company  incorporated  under
Pennsylvania  law in 1971 and  registered under the Bank  Holding Company Act of
1956, as amended. Mellon  provides a comprehensive  range of financial  products
and services in domestic and selected international markets. Mellon is among the
twenty-five  largest bank holding companies in  the United States based on total
assets. Mellon's  principal wholly-owned  subsidiaries  are Mellon  Bank,  N.A.,
Mellon  Bank (DE) National  Association, Mellon Bank  (MD) National Association,
The Boston Company,  Inc., AFCO  Credit Corporation  and a  number of  companies
known  as  Mellon  Financial Services  Corporations.  Through  its subsidiaries,
including Dreyfus, Mellon  managed approximately  $233 billion in  assets as  of
December  31, 1995,  including approximately  $81 billion  in proprietary mutual
fund assets.  As of  December 31,  1995, Mellon,  through various  subsidiaries,
provided  non-investment services, such as custodial or administration services,
for approximately $786 billion in assets, including approximately $60 billion in
mutual fund assets.
 
ADVISORY FEES
The Annual Investment  Advisory and Management  Fee is .40%,  for all levels  of
assets, of which Advisers receives .23% and the sub-adviser receives .17%.
 
BROKERAGE ALLOCATION
Advisers (or the sub-adviser) 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 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 the Series.
 
                                       4
<PAGE>
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 the Series. For dividend purposes, net
investment income of the 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
 
The Series  intends to  qualify  as a  regulated  investment company  under  the
Internal  Revenue Code of 1986, as amended.  So long as the Series so qualifies,
the Series is not taxed on the  income it distributes to the Separate  Accounts.
So  long as  the 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  the 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 the 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  value 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 value per share of the
Series also  fluctuates.  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  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.
 
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
 
                                       5
<PAGE>
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, 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.
 
                                       6

<PAGE>
PROSPECTUS
MAY 1, 1996
AS SUPPLEMENTED DECEMBER 1, 1996
 
FORTIS
SERIES FUND, INC.
 
(S&P 500 INDEX SERIES)
 
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
<PAGE>
                            FORTIS SERIES FUND, INC.
                             (S&P 500 Index Series)
                       SUPPLEMENT DATED DECEMBER 1, 1996
          TO THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1996
 
INTRODUCTION. This Supplement is to be used only for the Fortis Series Fund,
Inc. (S&P 500 Index Series) Prospectus dated May 1, 1996, as supplemented
December 1, 1996.
 
Set forth below is a discussion of certain investment policies and restrictions
which are in addition to those discussed in the Prospectus dated May 1, 1996 as
supplemented December 1, 1996.
 
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 (or the
sub-adviser), 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.
 
BORROWINGS. S&P 500 Index Series borrowings through banks and "roll"
transactions will not exceed 33 1/3% of the total assets of the Series; however,
an investment policy changeable without shareholder approval further restricts
borrowings by the Series to temporary borrowing of 25% of total assets when
necessary to meet redemptions of the Series. No additional investment securities
may be purchased by the Series whose outstanding borrowings, (including "roll"
transactions) exceed 5% of the value of the Series' total assets. If market
fluctuations in the value of the portfolio holdings of the Series or other
factors cause the ratio of the Series' total assets to outstanding borrowings to
fall below 300%, within three days (excluding Sundays and holidays) of the event
such 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. The 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.
 
MORTGAGE-RELATED SECURITIES. The 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.
 
DELAYED DELIVERY TRANSACTIONS. S&P 500 Index 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 delayed settlements beyond two
months may be negotiated. At the time the 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 the 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
the Series to hedge against anticipated changes in interest rates and prices.
The 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, the 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
the Series to "roll over" its purchase commitment, the Series may receive a
negotiated fee. The purchase of securities on a when-issued, delayed delivery,
or forward commitment basis exposes the 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 the Series' net asset value to the
extent that the Series purchases securities on a when-issued, delayed delivery,
or forward
 
                                       1
<PAGE>
commitment basis while remaining substantially fully invested. There is also a
risk that the securities may not be delivered or that the Series may incur a
loss or will have lost the opportunity to invest the amount set aside for such
transaction in the segregated asset account. No more than 20% of its 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).
 
SHORT-TERM MONEY MARKET INSTRUMENTS. The 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 the 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 the
Series sub-adviser to be of comparable quality and (iv) repurchase agreements
relating to the foregoing.
 
U.S. GOVERNMENT SECURITIES. The 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. The 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. The Series' right to obtain
payment at par on a demand instrument can be affected by events occurring
between the date the 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 the 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," in the Prospectus.
 
After purchase by the Series, a security may cease to be rated or its rating may
be reduced below the minimum required for purchase by such Series. Neither event
will require a sale of such security by the Series. To the extent the ratings
may change as a result of changes in the rating organizations or the rating
systems, the Series will attempt to use comparable ratings as standards for
investments in accordance with the investment policies contained in the
Statement of Additional Information.
 
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 Series.
 
GENERAL RISKS TO CONSIDER
 
OPTIONS, FUTURES, AND CURRENCY STRATEGIES. The use of forward currency contracts
and options and futures strategies involve certain investment risks and
transaction costs. These risks include: dependence on Advisers' (or the
sub-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 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 requiring a Series to maintain a position
until exercise or expiration, which could result in losses; 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."
 
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 "Mortgage Related
Securities," above.
 
                                       2


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission