FORTIS SERIES FUND INC
485BPOS, 1997-04-30
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<PAGE>

                                              1993 Act Registration No. 33-3920
                                            1940 Act Registration No.  811-4615
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        [X]

                         Pre-Effective Amendment No.         
                                                 --------
                           Post-Effective Amendment No. 21

                                        and/or

      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        [X]

                                   Amendment No. 21

                          (Check appropriate box or boxes.)

                               FORTIS SERIES FUND, INC.
                  (Exact Name of Registrant as Specified in Charter)

                   500 BIELENBERG DRIVE, WOODBURY, MINNESOTA 55125
              (Address of Principal Executive Offices)     (Zip Code)

                                    (612) 738-4000
                 (Registrant's Telephone Number, including Area Code)

                       SCOTT R. PLUMMER, ESQ., ASST. SECRETARY
                   500 BIELENBERG DRIVE, WOODBURY, MINNESOTA 55125
                       (Name and Address of Agent for Service)

                                       Copy to:
                               Michael J. Radmer, Esq.
                                 Dorsey & Whitney LLP
                                220 South Sixth Street
                             Minneapolis, Minnesota 55402

 It is proposed that this filing will become effective (check appropriate box):

              immediately upon filing pursuant to paragraph (b) of Rule 485
    -----
     X        on May 1, 1997  pursuant to paragraph (b) of Rule 485
    -----
              75 days after filing pursuant to paragraph (a) of Rule 485
    -----
              on May 1, 1996, pursuant to paragraph (a) of Rule 485
    -----

The Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940.  A Rule 24f-2 Notice was filed by the Registrant on
February 27, 1997.
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<PAGE>


                               FORTIS SERIES FUND, INC.

                CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A
                                 PURSUANT TO RULE 481


 
<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-1A                                                  CAPTION IN PROSPECTUS
<S>                                                             <C>
1.       Cover Page. . . . . . . . . . . . . . . . . . . . . .  Cover Page
2.       Synopsis. . . . . . . . . . . . . . . . . . . . . . .  (not included)
3.       Condensed Financial Information . . . . . . . . . . .  Financial Highlights
4.       General Description of Registrant . . . . . . . . . .  Organization and Classification, The Separate
                                                                Accounts and the Contracts, Investment
                                                                Objectives and Policies;
                                                                Risk Considerations
5.       Management of the Fund. . . . . . . . . . . . . . . .  Management
6.       Capital Stock and Other Securities. . . . . . . . . .  Capital Stock; Dividends and Capital Gains 
         . . . . . . . . . . . . . . . . . . . . . . . . . . .  Distributions; Taxation
7.       Purchase of Securities Being Offered. . . . . . . . .  Purchase and Redemption of Shares
8.       Redemption or Repurchase. . . . . . . . . . . . . . .  Purchase and Redemption of Shares
9.       Pending Legal Proceedings . . . . . . . . . . . . . .  Not Applicable

                                                           CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
10.      Cover Page. . . . . . . . . . . . . . . . . . . . . .  Cover Page (no caption)
11.      Table of Contents . . . . . . . . . . . . . . . . . .  Table of Contents
12.      General Information and History . . . . . . . . . . .  Organization and Classification
13.      Investment Objectives and Policies. . . . . . . . . .  Investment Objectives and Policies
14.      Management of the Fund. . . . . . . . . . . . . . . .  Directors and Executive Officers
15.      Control Persons and Principal Holders
         of Securities . . . . . . . . . . . . . . . . . . . .  Capital Stock
16.      Investment Advisory and Other Services. . . . . . . .  Investment Advisory and Other Services
17.      Brokerage Allocation and Other Practices. . . . . . .  Portfolio Transactions and Allocation of Brokerage
18.      Capital Stock and Other Securities. . . . . . . . . .  Capital Stock
19.      Purchase, Redemption and Pricing
         of Securities Being Offered . . . . . . . . . . . . .  Computation of Net
                                                                Asset Value and Pricing; Redemption
20.      Tax Status. . . . . . . . . . . . . . . . . . . . . .  Taxation
21.      Underwriters. . . . . . . . . . . . . . . . . . . . .  Underwriter
22.      Calculation of Performance Data . . . . . . . . . . .  Performance
23.      Financial Statements. . . . . . . . . . . . . . . . .  Financial Statements

</TABLE>

<PAGE>
 
<TABLE>
<S>                           <C>                          <C>
                                                           PROSPECTUS DATED
UVW-Registered Trademark-     FORTIS SERIES FUND, INC.     May 1, 1997
MAILING ADDRESS:              (A series fund with          STREET ADDRESS:
P.O. BOX 64582                fifteen separate series,     500 BIELENBERG DRIVE
ST. PAUL                      each with different goals    WOODBURY
MINNESOTA 55164               and investment policies)     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  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. All of  the Series are diversified
series  of  Fortis  Series,   except  the  Global  Bond   Series,  which  is   a
nondiversified 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 commercial  paper and  other debt  securities. AN
  INVESTMENT IN MONEY  MARKET SERIES IS  NEITHER INSURED NOR  GUARANTEED BY  THE
  U.S. GOVERNMENT.
 
- - The  objective of the "U.S. Government Securities Series" is to maximize total
  return (from income  and market  value change),  while providing  shareholders
  with  a high level  of current income consistent  with prudent investment risk
  through investment primarily  in debt securities  of varying maturities  which
  have  been issued, guaranteed, insured or  collateralized by the United States
  Government or its agencies or instrumentalities.
 
- - The objective of the "Diversified Income  Series" is to maximize total  return
  (from income and market value change), by investing primarily in a diversified
  portfolio  of  government  securities and  investment  grade  corporate bonds.
  However, up to 30% of Diversified Income Series' total assets may be  invested
  in non-investment grade corporate bonds and other securities.
 
- - The  objective of the "Global Bond Series" is total return from current income
  and capital appreciation. The Series invests in a global portfolio principally
  consisting  of  high  quality  fixed-income  securities  of  governmental  and
  corporate  issuers  and  supranational  organizations,  which  securities have
  varying maturities and are denominated in various currencies.
 
- - The objective of  the "High Yield  Series" is to  maximize total return  (from
  income  and  market  value  change),  by  investing  primarily  in high-yield,
  high-risk  fixed-income  securities,  which  may  not  be  suitable  for   all
  investors.
 
- - The  objective of  the "Asset  Allocation Series"  is maximum  total return on
  invested  capital,  to  be   derived  primarily  from  capital   appreciation,
  dividends,  and interest,  by following  a flexible  asset allocation strategy
  that contemplates increased ownership of equity securities during periods when
  stock market conditions appear favorable, and increased ownership of short and
  long term debt  instruments during  periods when stock  market conditions  are
  less favorable.
 
- - The objective of the "Global Asset Allocation Series" is maximum total return,
  to  be derived primarily from capital appreciation, dividends and interest, by
  following a  flexible asset  allocation strategy.  This strategy  contemplates
  increased  ownership  of global  equity securities  during periods  when stock
  market  conditions  appear  favorable,  and  increased  ownership  of   global
  fixed-income  securities during periods when  stock market conditions are less
  favorable.
 
- - The primary objective  of the "Value  Series" is short  and long-term  capital
  appreciation. Current income is only a secondary objective. The Series invests
  primarily  in equity  securities and  selects stocks  based on  the concept of
  fundamental value.
 
- - The objectives of the  "Growth & Income Series"  are capital appreciation  and
  current  income,  which such  Series seeks  by  investing primarily  in equity
  securities that provide an income component and the potential for growth.
 
- - The objective of the "S&P 500 Index  Series" is to replicate the total  return
  of  the Standard  & Poor's 500  Composite Stock Price  Index primarily through
  investments in equity securities.
 
- - The primary objective of the "Blue  Chip Stock Series" is long-term growth  of
  capital.  Current income is a  secondary objective, and many  of the stocks in
  this Series' portfolio are expected to pay dividends.
 
- - 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.
 
- - The  objective of the "International Stock  Series" is capital appreciation by
  investing primarily in the equity securities of non-United States companies.
 
- - The objective of the "Aggressive  Growth Series" is maximum long-term  capital
  appreciation  by investing primarily in equity  securities of small and medium
  sized companies  that  are early  in  their life  cycles  but which  have  the
  potential  to become major enterprises and  of more established companies that
  have the potential for above-average capital growth.
 
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, 1997) 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.............................    7
The Separate Accounts and the Contracts.....................    8
Investment Objectives and Policies; Risk Considerations.....    8
    - Money Market Series...................................    8
    - U.S. Government Securities Series.....................    9
    - Diversified Income Series.............................    9
    - Global Bond Series....................................   10
    - High Yield Series.....................................   11
    - Asset Allocation Series...............................   12
    - Global Asset Allocation Series........................   12
    - Value Series..........................................   13
    - Growth & Income Series................................   13
    - S&P 500 Index Series..................................   13
    - Blue Chip Stock Series................................   14
    - Growth Stock Series...................................   15
    - Global Growth Series..................................   15
    - International Stock Series............................   16
    - Aggressive Growth Series..............................   16
    - Investment Policies, Restrictions, and Risks
        Applicable to More Than One Series..................   17
    - General Risks to Consider.............................   23
 
<CAPTION>
                                                              PAGE
<S>                                                           <C>
Management..................................................   24
    - Board of Directors....................................   24
    - The Investment Adviser/Transfer Agent/Dividend Agent..   24
    - The Sub-Advisers......................................   25
    - Expenses..............................................   26
    - Brokerage Allocation..................................   26
    - Periodic Reports......................................   26
Capital Stock...............................................   26
    - Voting Privileges.....................................   26
Dividends and Capital Gains Distributions...................   26
Taxation....................................................   26
Purchase and Redemption of Shares...........................   27
    - Generally.............................................   27
    - Offering Price........................................   27
    - Transfers Among Subaccounts...........................   27
    - The Underwriter.......................................   27
    - Redemption............................................   28
Appendix....................................................   28
</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 KPMG Peat Marwick  LLP found in the  Fund's
1996  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>       <C>
                                                                   YEAR ENDED DECEMBER 31,
MONEY MARKET SERIES          1996       1995       1994       1993       1992       1991       1990      1989      1988      1987
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning
 of period................  $10.83     $10.63     $10.23     $10.21     $10.15     $10.19      $9.92     $9.65     $9.98    $10.09
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income --
   net....................     .57        .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.....     .57        .60        .40        .30        .42        .60       1.06      1.04       .47       .63
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution to
 shareholders:
  From investment income
   -- net.................    (.46)      (.40)        --       (.28)      (.36)      (.64)      (.79)     (.77)     (.80)     (.74)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
 period...................  $10.94     $10.83     $10.63     $10.23     $10.21     $10.15     $10.19     $9.92     $9.65     $9.98
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(@)...........    5.17%      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)........... $61,906    $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...................     .38%       .40%       .40%       .44%       .46%       .55%       .60%      .60%      .60%      .60%
Ratio of net investment
 income to average daily
 net assets...............    5.14%      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*       N/A*        58%       19%       79%       72%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
  *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.
 @These are the Series' total returns during the period, including  reinvestment
  of all dividend and capital gains distributions.
</TABLE>
 
                                       2
<PAGE>
 
<TABLE>
<CAPTION>
U.S. GOVERNMENT SECURITIES                                           YEAR ENDED DECEMBER 31,
SERIES                           1996       1995       1994       1993       1992       1991      1990     1989     1988     1987
<S>                            <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>      <C>      <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of
 period.......................   $11.16      $9.40     $10.94     $10.73     $10.77     $9.80     $9.48    $9.04    $9.46   $10.14
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income -- net....      .67        .70        .71        .74        .78       .77       .76      .76      .85      .73
  Net realized and unrealized
   gains (losses) on
   investments................     (.51)      1.06      (1.54)       .46        .15       .98       .31      .45     (.42)    (.57)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from operations.........      .16       1.76       (.83)      1.20        .93      1.75      1.07     1.21      .43      .16
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income --
   net........................     (.75)        --       (.71)      (.74)      (.78)     (.78)     (.75)    (.77)    (.85)    (.84)
  From net realized gains.....       --         --         --       (.24)      (.19)       --        --       --       --       --
  Excess distributions of net
   realized gains.............       --         --         --       (.01)        --        --        --       --       --       --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to
 shareholders.................     (.75)        --       (.71)      (.99)      (.97)     (.78)     (.75)    (.77)    (.85)    (.84)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
 period.......................   $10.57     $11.16      $9.40     $10.94     $10.73    $10.77     $9.80    $9.48    $9.04    $9.46
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(@)...............     2.21%     18.78%     (6.44)%     9.45%      6.14%    14.36%     7.93%   13.14%    6.36%    1.60%
Net assets end of period (000s
 omitted)..................... $161,678   $182,687   $172,656   $235,588   $132,683   $49,751   $10,750   $2,520   $1,959   $2,462
Ratio of expenses to average
 daily net assets.............      .53%       .53%       .53%       .52%       .57%      .64%      .76%     .75%     .75%     .75%
Ratio of net investment income
 to average daily net
 assets.......................     6.17%      6.78%      6.87%      6.49%      7.10%     7.57%     7.90%    8.55%    8.68%    8.16%
Portfolio turnover rate.......      176%       115%       187%       141%       135%       77%       17%      23%      83%     179%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
DIVERSIFIED INCOME SERIES            1996        1995        1994       1993       1992      1991      1990      1989       1988*
<S>                                <C>         <C>         <C>        <C>        <C>        <C>       <C>       <C>       <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of
 period..........................    $12.20      $10.40     $11.93     $11.34     $11.22    $10.40    $10.26     $9.85    $10.02
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income -- net.......       .82         .88        .87        .87        .82       .81       .88       .87       .58
  Net realized and unrealized
   gains (losses) on
   investments...................      (.40)        .92      (1.53)      1.03        .33       .87       .13       .40      (.17)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from operations............       .42        1.80       (.66)      1.90       1.15      1.68      1.01      1.27       .41
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income --
   net...........................      (.91)         --       (.87)      (.87)      (.81)     (.86)     (.87)     (.86)     (.58)
  From net realized gains........        --          --         --       (.43)      (.21)       --        --        --        --
  Excess distributions of net
   realized gains................      (.01)         --         --       (.01)      (.01)       --        --        --        --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to
 shareholders....................      (.92)         --       (.87)     (1.31)     (1.03)     (.86)     (.87)     (.86)     (.58)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period...    $11.70      $12.20     $10.40     $11.93     $11.34    $11.22    $10.40    $10.26     $9.85
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(@)..................      4.15%      17.26%     (5.22)%    12.76%      7.08%    14.68%     8.87%    12.30%     3.90%
Net assets end of period (000s
 omitted)........................  $105,831    $109,120    $98,314    $92,589    $28,490    $8,503    $4,945    $3,528    $2,579
Ratio of expenses to average
 daily net assets................       .55%        .55%       .55%       .57%       .67%      .75%      .75%      .75%      .75%**
Ratio of net investment income to
 average daily net assets........      6.86%       7.78%      7.59%      7.15%      7.08%     7.42%     8.27%     8.65%     8.50%**
Portfolio turnover rate..........       171%        139%       142%       125%        83%       25%       35%       46%       45%
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
 *Period from May 2, 1988 to December 31, 1988.
</TABLE>
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED
                                                     DECEMBER 31,
GLOBAL BOND SERIES                                  1996      1995*
<S>                                               <C>        <C>
- ---------------------------------------------------------------------
Net asset value, beginning of period............   $11.30     $10.00
- ---------------------------------------------------------------------
Operations:
  Investment income -- net......................      .57        .54
  Net realized and unrealized gains (losses) on
   investments..................................     (.13)      1.52
- ---------------------------------------------------------------------
Total from operations...........................      .44       2.06
- ---------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net.................     (.43)      (.54)
  From net realized gains.......................     (.20)      (.22)
- ---------------------------------------------------------------------
Total distribution to shareholders..............     (.63)      (.76)
- ---------------------------------------------------------------------
Net asset value, end of period..................   $11.11     $11.30
- ---------------------------------------------------------------------
Total Return(@).................................     3.15%     19.02%
Net assets end of period (000s omitted).........  $20,228    $13,187
Ratio of expenses to average daily net assets...     1.02%      1.28%**
Ratio of net investment income to average daily
 net assets.....................................     5.07%      5.01%**
Portfolio turnover rate.........................      129%       184%
- ---------------------------------------------------------------------
<FN>
 *The  Series commenced operations on January 3, 1995. The Series' inception was
  December 14, 1994,  when it  was initially capitalized.  However, the  Series'
  shares  did not become effectively registered under the Securities Act of 1933
  until January  3, 1995.  Supplementary information  is not  presented for  the
  period  from December 14, 1994, through January 3, 1995, 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.
</TABLE>
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
                                                          YEAR ENDED
                                                         DECEMBER 31,
HIGH YIELD SERIES                                1996       1995       1994*
<S>                                            <C>        <C>        <C>
- -------------------------------------------------------------------------------
Net asset value, beginning of period.........    $9.74      $9.47     $10.00
- -------------------------------------------------------------------------------
Operations:
  Investment income -- net...................     1.04       1.15        .71
  Net realized and unrealized gains (losses)
   on investments............................      .13        .30       (.53)
- -------------------------------------------------------------------------------
Total from operations........................     1.17       1.45        .18
- -------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net..............    (1.03)     (1.14)      (.71)
  Excess distributions of net realized
   gains.....................................     (.05)      (.04)        --
- -------------------------------------------------------------------------------
Total distributions to shareholders..........    (1.08)     (1.18)      (.71)
- -------------------------------------------------------------------------------
Net asset value, end of period...............    $9.83      $9.74      $9.47
- -------------------------------------------------------------------------------
Total Return(@)..............................    10.52%     12.73%      (.75)%
Net assets end of period (000s omitted)......  $42,578    $28,129    $13,706
Ratio of expenses to average daily net
 assets......................................      .63%       .63%       .75%**
Ratio of net investment income to average
 daily net assets............................    10.22%     11.30%     10.44%**
Portfolio turnover rate......................      235%       130%        20%
- -------------------------------------------------------------------------------
<FN>
 *For  the Period May 2, 1994 (commencement of operations) to December 31, 1994.
  The Series' inception was April 26,  1994, when it was initially  capitalized.
  However,  the Series' shares  did not become  effectively registered under the
  Securities Act of  1933 until May  2, 1994. Supplementary  information is  not
  presented  for the  period from April  26, 1994,  through May 2,  1994, as the
  Series' shares were not registered during that period.
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
ASSET ALLOCATION SERIES         1996       1995       1994       1993       1992      1991      1990     1989     1988      1987*
<S>                           <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>      <C>      <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of
 period......................   $15.90     $13.56     $14.14     $13.28    $12.81    $10.37    $10.59    $8.86    $9.11   $10.00
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income -- net...      .61        .65        .56        .52       .62       .59       .57      .49      .52      .32
  Net realized and unrealized
   gains (losses) on
   investments...............     1.38       2.35       (.58)       .92       .47      2.43      (.20)    1.73     (.24)    (.89)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from operations........     1.99       3.00       (.02)      1.44      1.09      3.02       .37     2.22      .28     (.57)
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income --
   net.......................     (.61)      (.64)      (.56)      (.52)     (.62)     (.58)     (.59)    (.49)    (.53)    (.32)
  From net realized gains....     (.28)      (.02)        --       (.06)       --        --        --       --       --       --
  Excess distributions of net
   realized gains............     (.01)        --         --         --        --        --        --       --       --       --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to
 shareholders................     (.90)      (.66)     (.56)       (.58)     (.62)     (.58)     (.59)    (.49)    (.53)    (.32)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset of value, end of
 period......................   $16.99     $15.90     $13.56     $14.14    $13.28    $12.81    $10.37   $10.59    $8.86    $9.11
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(@)..............    12.50%     21.97%      (.31)%     9.79%     6.95%    27.65%     2.01%   23.75%    3.71%   (6.12)%
Net assets end of period
 (000s omitted).............. $397,712   $341,511   $260,593   $204,603   $89,076   $31,821   $13,153   $5,531   $2,485   $2,475
Ratio of expenses to average
 daily net assets............      .54%       .55%       .56%       .56%      .60%      .70%      .85%     .75%     .75%     .75%**
Ratio of net investment
 income to average daily net
 assets......................     3.66%      4.25%      4.05%      3.72%     4.78%     5.04%     5.40%    5.35%    5.82%    4.50%**
Portfolio turnover rate......      115%        98%        73%        74%       54%       42%       75%      47%      79%      96%
Average commission rate
 paid***..................... $  .0748   $     --   $     --   $     --   $    --   $    --   $    --   $   --   $   --   $   --
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
 *Period from April 1, 1987 to December 31, 1987.
</TABLE>
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED
                                                     DECEMBER 31,
GLOBAL ASSET ALLOCATION SERIES                      1996      1995*
<S>                                               <C>        <C>
- ---------------------------------------------------------------------
Net asset value, beginning of period............   $11.42     $10.00
- ---------------------------------------------------------------------
Operations:
  Investment income -- net......................      .36        .35
  Net realized and unrealized gains (losses) on
   investments..................................     1.19       1.55
- ---------------------------------------------------------------------
Total from operations...........................     1.55       1.90
- ---------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net.................     (.38)      (.34)
  From net realized gains.......................     (.25)      (.14)
- ---------------------------------------------------------------------
Total distributions to shareholders.............     (.63)      (.48)
- ---------------------------------------------------------------------
Net asset value, end of period..................   $12.34     $11.42
- ---------------------------------------------------------------------
Total Return(@).................................    12.72%     17.47%
Net assets end of period (000s omitted).........  $37,307    $20,080
Ratio of expenses to average daily net assets...     1.20%      1.28%**
Ratio of net investment income to average daily
 net assets.....................................     3.01%      3.26%**
Portfolio turnover rate.........................       46%        44%
Average commission rate paid***.................  $ .0412    $    --
- ---------------------------------------------------------------------
<FN>
  *The Series commenced operations on January 3, 1995. The Series' inception was
   December 14, 1994, when  it was initially  capitalized. However, the  Series'
   shares did not become effectively registered under the Securities Act of 1933
   until  January 3,  1995. Supplementary information  is not  presented for the
   period from December 14, 1994, through January 3, 1995, as the Series' shares
   were not registered during that period.
- ------------------------------
 **Annualized
***In accordance with rules adopted  by the Securities and Exchange  Commission,
   disclosure  of average commission rate paid is required beginning with fiscal
   year  1996.  The  amount  represents  total  brokerage  commission  paid   on
   applicable  purchases and sales of securities  for the period, divided by the
   total number  of related  shares purchased  and sold.  For the  Global  Asset
   Allocation  Series, the comparability of this  information may be affected by
   the fact that  commission rates  per share vary  significantly among  foreign
   countries.
 @These  are the Series' total returns during the period, including reinvestment
  of all dividend and capital gains distributions.
</TABLE>
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
VALUE SERIES                                         1996*
<S>                                                 <C>
- ------------------------------------------------------------
Net asset value, beginning of period..............   $10.27
- ------------------------------------------------------------
Operations:
  Investment income -- net........................      .14
  Net realized and unrealized gain (loss) on
   investments....................................     1.10
- ------------------------------------------------------------
Total from operations.............................     1.24
- ------------------------------------------------------------
Distributions to shareholders:
  From investment income -- net...................     (.13)
- ------------------------------------------------------------
Net asset value, end of period....................   $11.38
- ------------------------------------------------------------
Total Return(@)...................................    11.49%
Net assets end of period (000s omitted)...........  $13,951
Ratio of expenses to average daily net assets.....      .87%**
Ratio of net investment income to average daily
 net assets.......................................     1.72%**
Portfolio turnover rate...........................       36%
Average commission rate paid***...................  $ .0556
- ------------------------------------------------------------
<FN>
 *For the period May 1, 1996 (commencement of operations) to December 31,  1996.
  The  Series' inception was  March 28, 1996 when  it was initially capitalized.
  However, the Series' shares  did not become  effectively registered under  the
  Securities Act of 1933 until May 1, 1996. Information is not presented for the
  period from March 28, 1996 through May 1, 1996, as the Series' shares were not
  registered during that period.
</TABLE>
 
<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                        DECEMBER 31,
GROWTH & INCOME SERIES                          1996        1995       1994*
<S>                                           <C>         <C>        <C>
- -------------------------------------------------------------------------------
Net asset value, beginning of period........    $12.83     $10.07     $10.00
- -------------------------------------------------------------------------------
Operations:
  Investment income -- net..................       .34        .33        .21
  Net realized and unrealized gains (losses)
   on investments...........................      2.54       2.76        .07
- -------------------------------------------------------------------------------
Total from operations.......................      2.88       3.09        .28
- -------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net.............      (.34)      (.33)      (.21)
  From net realized gains...................      (.21)        --         --
- -------------------------------------------------------------------------------
Total distributions to shareholders.........      (.55)      (.33)      (.21)
- -------------------------------------------------------------------------------
Net asset of value, end of period...........    $15.16     $12.83     $10.07
- -------------------------------------------------------------------------------
Total Return(@).............................     21.51%     29.70%      1.74%
Net assets end of period (000s omitted).....  $134,932    $59,533    $16,276
Ratio of expenses to average daily net
 assets.....................................       .76%       .80%       .86%**
Ratio of net investment income to average
 daily net assets...........................      2.38%      2.86%      3.12%**
Portfolio turnover rate.....................        20%        17%         2%
Average commission rate paid***.............  $  .0688    $    --    $    --
- -------------------------------------------------------------------------------
<FN>
 *For  the period May 2, 1994 (commencement of operations) to December 31, 1994.
  The Series' inception was April 26,  1994, when it was initially  capitalized.
  However,  the Series' shares  did not become  effectively registered under the
  Securities Act of  1933 until May  2, 1994. Supplementary  information is  not
  presented  for the  period from April  26, 1994,  through May 2,  1994, as the
  Series' shares were not registered during that period.
</TABLE>
 
<TABLE>
<CAPTION>
S&P 500 INDEX SERIES                                 1996*
<S>                                                 <C>
- ------------------------------------------------------------
Net asset value, beginning of period..............   $10.09
- ------------------------------------------------------------
Operations:
  Investment income -- net........................      .10
  Net realized and unrealized gain (loss) on
   investments....................................     1.37
- ------------------------------------------------------------
Total from operations.............................     1.47
- ------------------------------------------------------------
Distributions to shareholders:
  From investment income -- net...................     (.09)
- ------------------------------------------------------------
Net asset value, end of period....................   $11.47
- ------------------------------------------------------------
Total Return(@)...................................    14.29%
Net assets end of period (000s omitted)...........  $21,979
Ratio of expenses to average daily net assets.....      .79%**
Ratio of net investment income to average daily
 net assets.......................................     1.47%**
Portfolio turnover rate...........................        6%
Average commission rate paid***...................  $ .0477
- ------------------------------------------------------------
<FN>
  *For the period May 1, 1996 (commencement of operations) to December 31, 1996.
   The Series' inception was March 28,  1996 when it was initially  capitalized.
   However,  the Series' shares did not  become effectively registered under the
   Securities Act of 1933  until May 1, 1996.  Information is not presented  for
   the  period from March  28, 1996 through  May 1, 1996,  as the Series' shares
   were not registered during the period.
- ------------------------------
 **Annualized
***In accordance with  rules adopted  by the Securities  & Exchange  Commission,
   disclosure  of average commission rate paid is required beginning with fiscal
   year  1996.  The  amount  represents  total  brokerage  commission  paid   on
   applicable  purchases & sales for the period,  divided by the total number of
   related shares purchased and sold.
 @These are the Series total  returns during the period, including  reinvestment
  of all dividend and capital gains distributions.
</TABLE>
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
BLUE CHIP STOCK SERIES                               1996*
<S>                                                 <C>
- ------------------------------------------------------------
Net asset value, beginning of period..............   $10.07
- ------------------------------------------------------------
Operations:
  Investment income -- net........................      .07
  Net realized and unrealized gain (loss) on
   investments....................................     1.60
- ------------------------------------------------------------
Total from operations.............................     1.67
- ------------------------------------------------------------
Distributions to shareholders:
  From investment income -- net...................     (.07)
- ------------------------------------------------------------
Net asset value, end of period....................   $11.67
- ------------------------------------------------------------
Total Return(@)...................................    16.24%
Net assets end of period (000s omitted)...........  $17,606
Ratio of expenses to average daily net assets.....     1.13%**
Ratio of net investment income to average daily
 net assets.......................................      .82%**
Portfolio turnover rate...........................       17%
Average commission rate paid***...................  $ .0329
- ------------------------------------------------------------
<FN>
 *For  the period May 1, 1996 (commencement of operations) to December 1996. The
  Series' inception  was March  28,  1996, when  it was  initially  capitalized.
  However,  the Series' shares  did not become  effectively registered under the
  Securities Act of 1933 until May 1, 1996. Information is not presented for the
  period from March 28, 1996,  through May 1, 1996,  as the Series' shares  were
  not registered during the period.
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
GROWTH STOCK SERIES             1996       1995       1994       1993       1992       1991       1990     1989     1988     1987
<S>                           <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>      <C>      <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of
 period......................   $28.09     $22.11     $22.92     $21.15     $20.68     $13.57    $14.26   $10.59   $10.42    $9.53
- -----------------------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income -- net...      .12        .13        .18        .09        .18        .22       .38      .26      .29      .20
  Net realized and unrealized
   gains (losses) on
   investments...............     4.50       5.98       (.81)      1.77        .47       7.11      (.69)    3.67      .16      .92
- -----------------------------------------------------------------------------------------------------------------------------------
Total from operations........     4.62       6.11       (.63)      1.86        .65       7.33      (.31)    3.93      .45     1.12
- -----------------------------------------------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income --
   net.......................     (.12)      (.13)      (.18)      (.09)      (.18)      (.22)     (.38)    (.26)    (.28)    (.21)
  From net realized gains....       --         --         --         --         --         --        --       --       --     (.02)
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to
 shareholders................     (.12)      (.13)      (.18)      (.09)      (.18)      (.22)     (.38)    (.26)    (.28)    (.23)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
 period......................   $32.59     $28.09     $22.11     $22.92     $21.15     $20.68    $13.57   $14.26   $10.59   $10.42
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(@)..............    16.41%     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).............. $661,217   $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%       .67%       .68%       .69%       .76%       .81%     1.01%    1.00%    1.00%    1.00%
Ratio of net investment
 income to average daily net
 assets......................      .39%       .51%       .81%       .46%       .92%      1.28%     2.72%    2.03%    2.76%    1.79%
Portfolio turnover rate......       30%        20%        19%        26%        24%        31%       50%      40%      85%      64%
Average commission rate
 paid***..................... $  .0728   $     --   $     --   $     --   $     --   $     --   $    --   $   --   $   --   $   --
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
</TABLE>
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
GLOBAL GROWTH SERIES                                  1996        1995        1994        1993       1992*
<S>                                                 <C>         <C>         <C>         <C>        <C>
- -------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period..............    $15.97      $12.31      $12.77     $10.86      $9.82
- -------------------------------------------------------------------------------------------------------------
Operations:
  Investment income -- net........................       .03         .09         .10        .06        .05
  Net realized and unrealized gains (losses) on
   investments....................................      3.03        3.66        (.46)      1.91       1.04
- -------------------------------------------------------------------------------------------------------------
Total from operations.............................      3.06        3.75        (.36)      1.97       1.09
- -------------------------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net...................      (.03)       (.09)       (.10)      (.06)      (.05)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period....................    $19.00      $15.97      $12.31     $12.77     $10.86
- -------------------------------------------------------------------------------------------------------------
Total Return(@)...................................     19.10%      30.49%      (2.98)%    17.92%     10.88%
Net assets end of period (000s omitted)...........  $319,831    $207,913    $144,647    $75,882    $11,091
Ratio of expenses to average daily net assets.....       .79%        .80%        .81%      1.02%      1.22%**
Ratio of net investment income to average daily
 net assets.......................................       .15%        .64%        .82%       .53%       .73%**
Portfolio turnover rate...........................        14%         29%         20%        19%        21%
Average commission rate paid***...................  $  .0295    $     --    $     --    $    --    $    --
- -------------------------------------------------------------------------------------------------------------
<FN>
  *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  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.
***In accordance with rules adopted  by the Securities and Exchange  Commission,
   disclosure  of average commission rate paid is required beginning with fiscal
   year  1996.  The  amount  represents  total  brokerage  commission  paid   on
   applicable  purchases and sales of securities  for the period, divided by the
   total number of  related shares  purchased and  sold. For  Global Growth  the
   comparability of this information may be affected by the fact that commission
   rates per share vary significantly among foreign countries.
 @These  are the Series' total returns during the period, including reinvestment
  of all dividend and capital gains distributions.
</TABLE>
 
                                       6
<PAGE>
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED
                                                     DECEMBER 31,
INTERNATIONAL STOCK SERIES                          1996      1995*
<S>                                               <C>        <C>
- ---------------------------------------------------------------------
Net asset value, beginning of period............   $11.27     $10.00
- ---------------------------------------------------------------------
Operations:
  Investment income -- net......................      .20        .14
  Net realized and unrealized gains (losses) on
   investments..................................     1.48       1.38
- ---------------------------------------------------------------------
Total from operations...........................     1.68       1.52
- ---------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net.................     (.21)      (.09)
  From net realized gains.......................     (.30)      (.16)
- ---------------------------------------------------------------------
Total distributions to shareholders.............     (.51)      (.25)
- ---------------------------------------------------------------------
Net asset value, end of period..................   $12.44     $11.27
- ---------------------------------------------------------------------
Total Return(@).................................    14.02%     14.35%
Net assets end of period (000s omitted).........  $52,331    $21,327
Ratio of expenses to average daily net assets...     1.15%      1.14%**
Ratio of net investment income to average daily
 net assets.....................................     1.71%      1.41%**
Portfolio turnover rate.........................       27%        39%
Average commission rate paid***.................  $ .0363    $    --
- ---------------------------------------------------------------------
<FN>
 *The Series commenced operations on January 3, 1995. The Series' inception  was
  December  14, 1994,  when it was  initially capitalized.  However, the Series'
  shares did not become effectively registered under the Securities Act of  1933
  until  January 3,  1995. Supplementary  information is  not presented  for the
  period from December 14, 1994, through January 3, 1995, as the Series'  shares
  were not registered during that period.
</TABLE>
 
<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
AGGRESSIVE GROWTH SERIES                          1996         1995            1994*
<S>                                            <C>          <C>          <C>
- -------------------------------------------------------------------------------------------
Net asset value, beginning of period.........    $12.68        $9.80         $10.03
- -------------------------------------------------------------------------------------------
Operations:
  Investment income -- net...................       .03          .07            .08
  Net realized and unrealized gains (losses)
   on investments............................       .94         2.88           (.23)
- -------------------------------------------------------------------------------------------
Total from operations........................       .97         2.95           (.15)
- -------------------------------------------------------------------------------------------
Distribution to shareholders:
  From investment income -- net..............      (.03)        (.07)          (.08)
- -------------------------------------------------------------------------------------------
Net asset value, end of period...............    $13.62       $12.68          $9.80
- -------------------------------------------------------------------------------------------
Total Return(@)..............................      7.64%       29.89%         (1.89)%
Net assets end of period (000s omitted)......  $ 96,931     $ 46,943     $   13,526
Ratio of expenses to average daily net
 assets......................................       .78%         .81%           .88%**
Ratio of net investment income to average
 daily net assets............................       .22%         .58%          1.24%**
Portfolio turnover rate......................        22%          21%             5%
Average commission rate paid***..............  $  .0692     $     --     $       --
- -------------------------------------------------------------------------------------------
<FN>
  *For the period May 2, 1994 (commencement of operations) to December 31, 1994.
   The  Series' inception was April 26, 1994, when it was initially capitalized.
   However, the Series' shares did  not become effectively registered under  the
   Securities  Act of 1933  until May 2, 1994.  Supplementary information is not
   presented for the period  from April 26,  1994, through May  2, 1994, as  the
   Series' shares were not registered during that period.
- ------------------------------
 **Annualized.
***In  accordance with rules adopted by  the Securities and Exchange Commission,
   disclosure of average commission rate paid is required beginning with  fiscal
   year   1996.  The  amount  represents  total  brokerage  commission  paid  on
   applicable purchases and sales of securities  for the period, divided by  the
   total  number of related  shares purchased and  sold. For International Stock
   Series, the comparability  of this information  may be affected  by the  fact
   that commission rates per share vary significantly among foreign countries.
 @These  are the Series' total returns during the period, including reinvestment
  of all dividend and capital gains distributions.
</TABLE>
 
The Series may  advertise their  "cumulative total return"  and "average  annual
total  return"  and  may  compare  such  figures  to  recognized  indices.  U.S.
Government Securities  Series, Diversified  Income Series,  Global Bond  Series,
High  Yield Series, Asset Allocation Series,  and Global Asset Allocation Series
may advertise their "yield." When they advertise yield, they will also advertise
"average annual  total return"  for the  most  recent one,  five, and  ten  year
periods.  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."  Fortis
Series is currently made up of fifteen separate Series as set forth on the cover
page  of this  Prospectus. While  each Series except  the Global  Bond Series is
classified as a diversified  investment company under the  1940 Act, the  Global
Bond  Series is classified as a  non-diversified investment company. 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.
 
                                       7
<PAGE>
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. These  risks are discussed  below under  sections
describing  each  Series,  as  well  as  under  the  section  "General  Risks to
Consider."
 
Fortis Advisers, Inc. is the investment adviser for all of the Series. As  noted
below,  for five of the Series Advisers has retained a sub-adviser. In selecting
equity securities for the domestic equity Series for which Advisers does not use
a sub-adviser,  Advisers  uses  two  distinct  equity  investment  philosophies.
Specifically,  Asset Allocation, Growth Stock and Aggressive Growth Series use a
"growth" philosophy and Value Series uses a "value" philosophy. Growth &  Income
Series  may at times  use either or both  philosophies. Under both philosophies,
Advisers 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.
 
In  managing  "value"  portfolios,  Advisers  invests  based  on  a  concept  of
fundamental value, seeking to identify companies whose shares appear inexpensive
relative  to anticipated  profit and  dividend growth.  The primary  emphasis is
placed on  companies  expected  to  experience  a  significant  acceleration  in
earnings over the next three to five years. The prices of these stocks typically
do  not reflect such improvement. Often a stock is "out of favor" and priced low
relative to the company's earnings, cash flow and book value. A second source of
"value" stocks are companies expected to  sustain their historic rate of  growth
but  which are  selling at  a low price  to earnings  ratio in  relation to this
anticipated growth.
 
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 commercial paper and other debt
securities.
 
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  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 "U.S. Government Securities Series," below.
 
    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
"Investment Policies,  Restrictions,  and  Risks Applicable  to  More  Than  One
Series--Investment  in  Foreign Securities"  for a  discussion of  certain risks
connected with investing in foreign securities.
 
    4. Obligations of:  (a) 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.
 
                                       8
<PAGE>
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.
 
U.S. GOVERNMENT SECURITIES SERIES
 
The  investment objective  of U.S. Government  Securities Series  is to maximize
total return (from income and market value change), while providing shareholders
with a high level of current income consistent with prudent investment risk.
 
In pursuing its  objective, U.S.  Government Securities Series'  assets will  be
invested in the following manner:
 
    A. At least 65% of the Series' assets will be invested in securities issued,
guaranteed,  insured,  or collateralized  by the  United States  government, its
agencies, or instrumentalities  (whether or not  backed by the  "full faith  and
credit"  pledge of the  United States government),  and in repurchase agreements
pertaining to such securities. Securities  issued or guaranteed as to  principal
and  interest by the  United States government include  a variety of securities,
which differ in their interest rates, maturities, and dates of issuance.
 
In addition  to  Treasury obligations,  U.S.  Government Securities  Series  may
invest  in the following:  (1) obligations of  United States government agencies
and instrumentalities which  are secured  by the full  faith and  credit of  the
United  States  Treasury,  such  as  Government  National  Mortgage  Association
pass-through certificates; (2) obligations which are secured by the right of the
issuer to borrow  from the Treasury,  such as securities  issued by the  Federal
Financing  Bank or the  United States Postal Service;  and (3) obligations which
are supported by the credit of the government agency or instrumentality  itself,
such  as  securities of  the  Federal Home  Loan  Bank or  the  Federal National
Mortgage  Association.  U.S.  Government   Securities  Series  will  invest   in
securities  which are  not backed  by the  full faith  and credit  of the United
States Treasury only when the credit risk with respect to the instrumentality or
agency issuing such securities does not make the securities, in the judgment  of
Advisers, unsuitable investments for the Series.
 
Types  of mortgage-backed securities include "pass-through" securities, modified
pass-through securities, participation certificates, and collateralized mortgage
obligations.
 
There is no percentage limitation on U.S. Government Securities Series' purchase
of mortgage-backed securities issued, guaranteed, insured, or collateralized  by
the  United States  government, its  agencies, or  instrumentalities, except for
limitations that may be imposed from time to time by the Internal Revenue  Code.
U.S.  Government Securities Series may also invest in mortgage-backed securities
issued and insured by private organizations  if such securities fall within  the
investment restrictions for marketable straight debt securities set forth below.
 
    B.  Up to 35% of U.S. Government Securities Series' total assets may consist
of:
 
   (1) Marketable non-convertible debt securities which are rated at the time of
purchase within the three highest  grades assigned by Moody's Investors  Service
("Moody's")  (Aaa, Aa or A) or Standard  & Poor's Ratings Services ("S&P") (AAA,
AA or A), or  comparably rated by another  nationally recognized rating  agency;
see the Appendix to this Prospectus for a discussion of S&P and Moody's ratings;
 
   (2) Marketable 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 the U.S. Government
Securities Series' total assets);
 
   (3) Obligations of, or guaranteed by, U.S. banks, which obligations, although
not rated as  a matter of  policy by either  Moody's or S&P,  are considered  by
Advisers  to  have  investment quality  comparable  to securities  which  may be
purchased under item (1) above  (such securities not to  exceed 25% of the  U.S.
Government Securities Series' total assets);
 
   (4)  Commercial paper obligations rated Prime-1 by  Moody's or A-1 by S&P, or
comparably rated  by  another  nationally  recognized  rating  agency.  See  the
Appendix to this Prospectus for a discussion of S&P and Moody's ratings; and
 
   (5)  Cash, other non-securities assets  such as accrued interest, receivables
from investment securities sold, prepaid expenses, as well as other high quality
short term interest bearing debt securities not discussed above.
 
The foregoing percentage limitations will apply  at the time of the purchase  of
the securities.
 
U.S. Government Securities Series may invest in repurchase agreements.
 
Market  prices  of the  securities in  which  U.S. Government  Securities Series
invests will  fluctuate  and  will  tend  to  vary  inversely  with  changes  in
prevailing  interest rates. If interest rates  increase from the time a security
is purchased, such security,  if sold, might  be sold at a  price less than  its
purchase cost. Conversely, if interest rates decline from the time a security is
purchased,  such security, if  sold, might be  sold at a  price greater than its
purchase cost.
 
DIVERSIFIED INCOME SERIES
 
The objective of the Diversified Income Series is to maximize total return (from
income and  market  value  change)  by  investing  primarily  in  a  diversified
portfolio  of government  securities and  investment grade  corporate bonds. The
Diversified Income Series will pursue  its objective by investing, under  normal
circumstances,  at  least  70%  of  its total  assets  in  (a)  investment grade
corporate fixed income securities,  which are generally  considered to be  those
fixed  income securities rated within one of the four highest grades assigned by
Moody's (Aaa, Aa, A and Baa) or by S&P (AAA,
 
                                       9
<PAGE>
AA, A and  BBB), or  comparably rated  by another  nationally recognized  rating
agency;  (b)  securities  issued, guaranteed  or  insured by  the  United States
Government or its agencies or instrumentalities; (c) mortgage related securities
in which  the  U.S. Government  Securities  Series may  invest;  (d)  repurchase
agreements  pertaining  to such  securities; (e)  commercial paper  of companies
having, at the time of purchase,  an issue of outstanding debt securities  rated
Baa  or above by Moody's or BBB or  above by S&P, or comparably rated by another
nationally recognized rating  agency, or commercial  paper rated P-1  or P-2  by
Moody's  or  A-1  or A-2  by  S&P,  or comparably  rated  by  another nationally
recognized rating agency; and (f) cash and income producing cash equivalents.
 
Additionally, under normal circumstances,  up to 30%  of the Diversified  Income
Series'  total  assets may  be invested  in  any combination  of (a)  common and
preferred stocks  and convertible  securities;  (b) dollar  denominated  foreign
securities (provided that such investments in foreign securities will be limited
to  10%  of  the  total  assets  of  the  Diversified  Income  Series);  and (c)
non-investment grade bonds (sometimes referred to as "junk bonds") and non-rated
corporate bonds. The lowest  eligible rating category  in which the  Diversified
Income Series will invest are Caa as determined by Moody's and CCC as determined
by  S&P, or  comparably rated  by another  nationally recognized  rating agency,
except that up  to 10% of  the assets of  the Diversified Income  Series may  be
invested  in nonperforming securities rated lower than these categories or which
are unrated.  See "High  Yield Series--Risks  of Transactions  in  High-Yielding
Securities." The Diversified Income Series may retain a portfolio security whose
rating  has  changed  if the  security  otherwise meets  the  Diversified Income
Series' investment objectives and investment criteria.
 
The table below shows the weighted average percentages of the Diversified Income
Series' long-term bond  investments during  the fiscal year  ended December  31,
1996,  represented by  (1) bonds  rated by  a nationally  recognized statistical
rating organization, separated into  each rating category,  and (2) all  unrated
bonds as a group.
 
<TABLE>
<CAPTION>
STANDARD & POOR'S RATING                             PERCENT OF TOTAL
(OR EQUIVALENT)                                        INVESTMENTS
- --------------------------------------------------  ------------------
<S>                                                 <C>
AAA...............................................       52.8%
AA................................................        4.9%
A.................................................       12.3%
BBB...............................................       15.4%
BB................................................        4.4%
B.................................................        8.1%
CCC...............................................         .5%
CC................................................          0%
C.................................................          0%
D.................................................          0%
All unrated bonds as a group......................        1.6%
                                                        -----
                                                        100.0%
                                                        -----
                                                        -----
</TABLE>
 
For  an explanation of  investment quality ratings assigned  by Moody's and S&P,
see the Appendix.
 
GLOBAL BOND SERIES
 
The investment objective of the Global Bond Series is total return from  current
income  and capital appreciation. The Global Bond Series invests its assets in a
global portfolio principally consisting of high quality fixed-income  securities
of  governmental and  corporate issuers  and supranational  organizations, which
securities have varying  maturities and are  denominated in various  currencies,
including  the U.S. dollar.  The Series may  invest in any  region of the world,
including the  United States.  As discussed  below under  "Investment  Policies,
Restrictions,  and Risks  Applicable to  More Than  One Series--Foreign Currency
Forward  Exchange   Contracts,"   the  Global   Bond   Series  may   engage   in
hedging/cross-hedging  transactions;  typically however  the Global  Bond Series
will be invested in the  same number of currencies as  countries in which it  is
invested.
 
It is the present intention of the Series' sub-adviser, Mercury Asset Management
International   Ltd.  ("Mercury  International")  (formerly  known  as  "Warburg
Investment Management International  Ltd."), to invest  the Global Bond  Series'
assets   principally  in   fixed-income  securities  of   companies  within,  or
governments of,  the  United States,  Continental  Europe, the  United  Kingdom,
Canada,  the Pacific  Basin and  in such  other areas  and countries  as Mercury
International may  determine from  time to  time, including  countries that  are
considered  emerging market countries at the time of investment. At all times at
least 80%  of  the Series'  assets  will  be invested  in  developed  countries.
Developed  countries  include  Canada,  the  United  Kingdom,  France,  Germany,
Australia, New  Zealand, Austria,  Belgium,  Denmark, Finland,  Ireland,  Italy,
Japan,  Luxembourg, the Netherlands, Norway,  Spain, Sweden, Switzerland and the
United States.  For a  description of  the risks  associated with  investing  in
foreign securities, see "Investment Policies, Restrictions, and Risks Applicable
to More Than One Series--Investment in Foreign Securities."
 
In  pursuing its investment objective, the Global Bond Series invests in a broad
range of  fixed-income  securities.  Under  normal  market  conditions,  Mercury
International  anticipates  that  the  Series  will  be  invested  primarily  in
fixed-income securities  issued  or  guaranteed by  (a)  governments  and  their
agencies   and  instrumentalities,  (b)   government-related  issuers,  and  (c)
supranational organizations  (such  as the  World  Bank, The  European  Economic
Community,   The  Asian  Development  Bank  and  The  European  Coal  and  Steel
Community). The Series also invests in corporate fixed-income securities  issued
by  foreign or U.S. companies; certificates  of deposit and bankers' acceptances
issued or  guaranteed  by, or  time  deposits maintained  at,  banks  (including
foreign  branches of U.S. banks  or U.S. or foreign  branches of foreign banks);
and  commercial  paper  issued  by  foreign  or  U.S.  companies.  Under  normal
conditions,  at least 90% of the Global  Bond Series' assets will be invested in
high quality securities, I.E., securities that are rated AA or better by S&P  or
Aa  or better  by Moody's or  comparably rated by  another nationally recognized
rating agency, or, if unrated, are determined by Mercury International to be  of
comparable  quality. At no  time will the  Series invest in  securities that are
rated below "A" or, if unrated, are determined by Mercury International to be of
comparable quality. See the  Appendix attached hereto for  a description of  the
ratings of fixed-income securities and commercial paper.
 
When,  in  Mercury International's  judgment,  business or  financial conditions
warrant, the Global Bond  Series may assume a  temporary defensive position  and
invest  without limit  in high  quality short-term  debt securities  or hold its
assets in cash. See "Investment Policies, Restrictions, and Risks Applicable  to
More  Than  One  Series--Short-Term  Money  Market  Instruments."  During  those
intervals when the Series has assumed a temporary defensive position, the Series
will not be pursuing its investment objective.
 
The maturities of investments held by the Global Bond Series are not subject  to
any  prescribed limits. A longer average maturity is generally associated with a
higher level of volatility in the  market value of a fixed-income security.  The
maturity  of a security  measures only the  time until final  payment is due; it
takes no  account  of  the pattern  of  the  security's cash  flows  over  time,
including  how cash flow is  affected by prepayments and  by changes in interest
rates. The average "duration" of the  Global Bond Series will vary depending  on
anticipated  market conditions. The  Series' average "duration"  is a measure of
the price sensitivity of its investment portfolio, including expected cash flow,
redemptions and  mortgage  prepayments  under  a wide  range  of  interest  rate
conditions.  In  computing the  duration  of the  Series'  investment portfolio,
Mercury International will estimate the duration of obligations that are subject
to prepayment or redemption by the  issuer taking into account the influence  of
interest  rates. The Series' average duration generally will be shorter than the
Series' average maturity. Under normal market conditions, Mercury  International
anticipates  that the  average weighted  duration of the  Series will  be in the
range of two to eight years.
 
                                       10
<PAGE>
HIGH YIELD SERIES
The investment objective of High Yield Series is to maximize total return  (from
income  and  market  value  change)  by  investing  primarily  in  a diversified
portfolio of high-yield, high-risk, fixed-income securities (sometimes  referred
to as "junk bonds"). Under normal economic circumstances, High Yield Series will
invest  at least 65% of its total assets  in lower grade (as defined below) debt
securities, convertible securities,  options on debt  securities, interest  rate
futures  contracts and options  thereon, common and  preferred stocks, and other
equity securities when these types of instruments are consistent with High Yield
Series' investment objective. High Yield Series' remaining assets may be held in
cash or cash equivalents or invested in investment grade debt instruments.
The higher  yields that  High  Yield Series  seeks  are usually  available  from
lower-grade  securities--those rated lower than Baa by Moody's or lower than BBB
by S&P, or comparably rated by another nationally recognized rating agency,  and
unrated  securities of similar quality. This is an aggressive approach to income
investing and  is subject  to  greater risk  than  investing in  higher  quality
securities.  The  High  Yield  Series  may  invest  without  limitation  in  any
"eligible" rating category. The lowest eligible rating categories in which  High
Yield  Series will invest are Caa as determined by Moody's and CCC as determined
by S&P,  or comparably  rated by  another nationally  recognized rating  agency,
except  that up to 10%  of the Series' total assets  (at the time of investment)
may  be  invested  in  "non-performing"   securities  rated  lower  than   these
categories.  Securities in the Caa/CCC rating categories are considered to be of
poor standing and  are predominantly  speculative. Lower ratings  may reflect  a
greater  possibility  that the  financial condition  of  the issuer,  or adverse
changes in general economic conditions, or  both, may impair the ability of  the
issuer  to make payments of interest and principal. Additionally, investments in
securities rated  Caa  or  CCC  involve significant  risk  exposure  to  adverse
conditions.  Such securities may be in default, or there may be present elements
of danger with respect to the payment of principal or interest. "Non-performing"
securities are highly speculative. For a discussion of Moody's and S&P  ratings,
see the Appendix.
 
The  prices and yields  of lower rated securities  generally fluctuate more than
higher quality securities, and such prices may decline significantly in  periods
of  general economic difficulty or rising  interest rates. Advisers reserves the
right to adopt a defensive approach by temporarily investing up to 100% of  High
Yield  Series' assets in investment grade  debt securities and commercial paper,
and/or in obligations of banks or the United States government.
 
In considering  investments for  High  Yield Series,  Advisers will  attempt  to
identify  high-yielding securities of issuer companies whose financial condition
has improved or is  expected to improve  in the future.  Advisers will not  rely
exclusively  on ratings  assigned by  Moody's and S&P  in this  process, but, in
appropriate  circumstances,  may  perform  its  own  credit  analysis  as  well.
Advisers' analysis focuses on relative values, based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the experience and
managerial strength of the issuer companies.
 
Because  High Yield Series  invests primarily in securities  in the lower rating
categories, investors  should carefully  consider their  ability to  assume  the
risks involved before making an investment in the High Yield Series.
 
For  a discussion  of payment-in-kind debentures  ("PIKs"), in  which High Yield
Series may invest, see "Investment Policies, Restrictions, and Risks  Applicable
to More Than One Series."
 
The table below shows the weighted average percentages of the High Yield Series'
long-term  bond  investments during  the fiscal  year  ended December  31, 1996,
represented by (1)  bonds rated  by a nationally  recognized statistical  rating
organization,  separated into each rating category, and (2) all unrated bonds as
a group.
 
<TABLE>
<CAPTION>
STANDARD & POOR'S RATING                             PERCENT OF TOTAL
(OR EQUIVALENT)                                        INVESTMENTS
- --------------------------------------------------  ------------------
<S>                                                 <C>
AAA...............................................         .9%
AA................................................          0%
A.................................................          0%
BBB...............................................        1.2%
BB................................................       18.8%
B.................................................       59.8%
CCC...............................................        6.9%
CC................................................         .5%
C.................................................         .2%
D.................................................        1.9%
All unrated bonds as a group......................        9.8%
                                                        -----
                                                        100.0%
                                                        -----
                                                        -----
</TABLE>
 
For an explaination of investment quality  ratings assigned by Moody's and  S&P,
see the Appendix.
 
RISKS  OF  TRANSACTIONS  IN  HIGH-YIELDING  SECURITIES.  Participation  in high-
yielding securities transactions generally involves greater returns in the  form
of  higher average yields. However,  participation in such transactions involves
greater risks, often related to sensitivity to interest rates, economic changes,
solvency, and relative liquidity in the secondary trading market.
 
The high  yielding securities  market is  still relatively  new and  its  recent
growth paralleled a long period of economic expansion and an increase in merger,
acquisition,  and  leveraged  buyout  activity.  High  yielding  securities  are
especially subject to adverse changes in general economic conditions, to changes
in the  financial  condition of  their  issuers,  and to  price  fluctuation  in
response  to changes in  interest rates. During periods  of economic downturn or
rising interest  rates,  issuers  of high  yielding  securities  may  experience
financial  stress that could adversely affect  their ability to make payments of
principal and interest and increase the possibility of default.
 
Yields on high yield  securities will fluctuate over  time. The prices of  high-
yielding  securities  have been  found  to be  less  sensitive to  interest rate
changes than higher-rated  investments, but more  sensitive to adverse  economic
changes  or individual corporate developments. Also, during an economic downturn
or substantial  period of  rising interest  rates highly  leveraged issuers  may
experience  financial  stress  which  would adversely  affect  their  ability to
service their  principal and  interest payment  obligations, to  meet  projected
business  goals, and to obtain additional financing. If the issuer of a security
held by High  Yield Series  defaulted, High  Yield Series  may incur  additional
expenses  to seek  recovery. In  addition, periods  of economic  uncertainty and
changes can be expected  to result in increased  volatility of market prices  of
high-yielding   securities  and  the   High  Yield  Series'   net  asset  value.
Furthermore, in the case of  high-yielding securities structured as zero  coupon
or  PIKs, their market prices are affected  to a greater extent by interest rate
changes and thereby tend to be more volatile than securities which pay  interest
periodically and in cash.
 
High-yielding  securities  present  risks  based  on  payment  expectations. For
example, high-yielding securities may contain redemption or call provisions.  If
an  issuer exercises these  provisions in a declining  interest rate market, the
High Yield  Series would  have to  replace the  security with  a  lower-yielding
security,   resulting  in  a  decreased  return  for  investors.  Conversely,  a
high-yielding security's value will decrease  in a rising interest rate  market,
as  will the  value of  such Series'  assets. If  High Yield  Series experiences
unexpected net  redemptions,  this  may  force  it  to  sell  its  high-yielding
securities,  without regard to  their investment merits,  thereby decreasing the
asset base upon which such Series' expenses can be spread and possibly  reducing
the rate of return.
 
To  the extent that there is no  established secondary market, there may be thin
trading of high-yielding securities.  This may adversely  affect the ability  of
Fortis  Series' Board of Directors  to accurately value high-yielding securities
and the High  Yield Series' assets  and the  Series' ability to  dispose of  the
securities.   Securities   valuation   becomes  more   difficult   and  judgment
 
                                       11
<PAGE>
plays a greater role in valuation because there is less reliable, objective data
available. Adverse publicity and investor  perceptions, whether or not based  on
fundamental  analysis, may  decrease the  values and  liquidity of high-yielding
securities, especially  in  a  thinly  traded  market.  Illiquid  or  restricted
high-yielding  securities  purchased by  High Yield  Series may  involve special
registration  responsibilities,  liabilities  and   costs,  and  liquidity   and
valuation difficulties.
 
Certain  risks  are associated  with  applying credit  ratings  as a  method for
evaluating high-yielding securities.  For example, credit  ratings evaluate  the
safety  of  principal and  interest  payments, not  market  value risk  of high-
yielding securities. Since credit rating agencies may fail to timely change  the
credit  ratings to reflect subsequent events, Advisers continuously monitors the
issuers of high-yielding securities  held by High Yield  Series to determine  if
the  issuers  will  have  sufficient  cash flow  and  profits  to  meet required
principal and interest payments, and to assure the securities' liquidity so High
Yield Series can  meet redemption  requests. The achievement  of the  investment
objective  of High Yield Series may be  more dependent upon Advisers' own credit
analysis than is the case for higher quality bonds. Also, High Yield Series  may
retain  a  portfolio security  whose  rating has  been  changed if  the security
otherwise meets the Series' investment objectives and investment criteria.
 
ASSET ALLOCATION SERIES
 
The objective of the Asset Allocation Series is maximum total return on invested
capital, to  be  derived primarily  from  capital appreciation,  dividends,  and
interest,  by following a  flexible asset allocation  strategy that contemplates
increased ownership  of  equity  securities during  periods  when  stock  market
conditions appear favorable, and increased ownership of short and long-term debt
instruments  during periods when stock market  conditions are less favorable. To
achieve this goal, the composition of the Asset Allocation Series will vary with
prevailing  economic  conditions  and  may  consist  of  any  of  the  types  of
investments in which the Money Market Series, U.S. Government Securities Series,
Diversified Income Series, and Growth Stock Series are permitted to invest.
 
Depending  upon prevailing economic and  market conditions, the Asset Allocation
Series may  at  any given  time  be  primarily comprised  of  equity  securities
(including debt securities convertible into equity securities), short-term money
market  securities, investment grade bonds and  other debt securities, or of any
combination thereof.
 
As noted above, the Asset Allocation Series may invest in investment grade bonds
or other debt securities. Debt securities  in which the Asset Allocation  Series
may  invest  include  the  investment  grade  and  lower-rated  bonds (sometimes
referred to as  "junk bonds") in  which the Diversified  Income Series and  High
Yield  Series may invest.  For risks connected with  such investments, see "High
Yield Series--Risks of Transactions in High-Yielding Securities."
 
Asset Allocation Series may invest up to 20% of its total assets (at the time of
investment) in foreign securities (provided that  no more than 15% of its  total
assets  may be invested  in foreign securities  that are not  traded on national
foreign securities  exchanges or  traded  in the  United States).  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 "Investment Policies, Restrictions, and Risks Applicable
to More Than One Series--Investment in Foreign Securities."
 
Unlike shareholders of the other Series,  a shareholder of the Asset  Allocation
Series  confers substantially  more investment discretion  on Advisers, enabling
Advisers to invest in a wider variety of investment securities.
 
The table below shows the weighted  average percentages of the Asset  Allocation
Series'  long-term bond  investments during the  fiscal year  ended December 31,
1996, represented  by (1)  bonds rated  by a  nationally recognized  statistical
rating  organization, separated into  each rating category,  and (2) all unrated
bonds as a group.
 
<TABLE>
<CAPTION>
STANDARD & POOR'S RATING                             PERCENT OF TOTAL
(OR EQUIVALENT)                                        INVESTMENTS
- --------------------------------------------------  ------------------
<S>                                                 <C>
AAA...............................................       57.2%
AA................................................        5.5%
A.................................................       10.7%
BBB...............................................       14.6%
BB................................................        3.5%
B.................................................        7.0%
CCC...............................................         .3%
CC................................................          0%
C.................................................          0%
D.................................................          0%
All unrated bonds as a group......................        1.2%
                                                        -----
                                                        100.0%
                                                        -----
                                                        -----
</TABLE>
 
For an explanation of  investment quality ratings assigned  by Moody's and  S&P,
see the Appendix.
 
GLOBAL ASSET ALLOCATION SERIES
 
The  objective of the Global Asset Allocation  Series is maximum total return on
invested capital, to be derived  primarily from capital appreciation,  dividends
and   interest,  by  following   a  flexible  asset   allocation  strategy  that
contemplates increased ownership of equity securities during periods when  stock
market  conditions  appear  favorable,  and  increased  ownership  of  short and
long-term fixed-income securities  during periods when  stock market  conditions
are  less favorable. To achieve  this goal, the composition  of the Global Asset
Allocation Series will  vary with  prevailing economic  conditions. The  Series'
neutral  allocation is  approximately 60%  in equity  securities (including debt
securities  convertible  into  equity  securities)  and  approximately  40%   in
fixed-income  securities  (including  money  market  securities).  Under  normal
conditions, either allocation may increase to  75% or decrease to 25%,  although
the  Series is permitted  to be invested  100% in either  equity or fixed-income
securities.
 
EQUITY INVESTMENTS.  The Series'  sub-adviser, Morgan  Stanley Asset  Management
Limited  ("Morgan Stanley")'s approach  in selecting investments  for the Global
Asset Allocation Series is oriented to individual stock selection, and is  value
driven.  In selecting stocks for the Series, Morgan Stanley initially identifies
those stocks that  it believes  to be undervalued  in relation  to the  issuer's
assets, cash flow, earnings and revenues, and then evaluates the future value of
such  stocks by applying  a dividend discount model  to the information obtained
from its in-depth study of the issuer. Morgan Stanley utilizes the research of a
number of  sources,  including  its affiliate  in  Geneva,  Switzerland,  Morgan
Stanley  Capital International,  and applies  a number  of proprietary screening
criteria to identify those  securities that it believes  to be undervalued.  The
holdings  are  regularly  reviewed  and  subjected  to  fundamental  analysis to
determine whether they continue to  conform to Morgan Stanley's value  criteria.
Securities that no longer conform to such value criteria are sold.
 
Morgan  Stanley  intends  to invest  in  the  common stocks  of  issuers located
throughout the world, including  issuers based in the  United States as well  as
emerging  markets. Common stocks for this purpose include securities convertible
into common stocks and securities  having common stock characteristics, such  as
rights  and warrants to  purchase common stocks.  The Series may  also invest in
American Depositary Receipts,  European Depositary  Receipts or  other types  of
depositary   receipts.  See   "Investment  Policies,   Restrictions,  and  Risks
Applicable to  More  Than  One  Series--  Depositary  Receipts."  Securities  in
emerging markets may not be as liquid as those in developed markets and may pose
greater  risks.  For a  description of  the risks  associated with  investing in
foreign securities see "Investment Policies, Restrictions, and Risks  Applicable
to  More Than  One Series-- Investment  in Foreign  Securities." Although Morgan
Stanley intends to invest primarily in securities listed on stock exchanges,  it
will also invest in securities traded in over-the-counter markets.
 
                                       12
<PAGE>
FIXED-INCOME   INVESTMENTS.  Fixed-income  investments   include  United  States
government   securities,   foreign   government   securities,   securities    of
supranational  entities, Eurobonds  and corporate bonds  with varying maturities
denominated in various currencies and money market instruments. See  "Investment
Policies, Restrictions, and Risks Applicable to More Than One Series--Short Term
Money Market Instruments." In evaluating fixed-income securities, Morgan Stanley
evaluates  the currency, market and individual  features of the securities being
considered for  investment. The  Series  seeks to  minimize investment  risk  by
investing  in fixed-income  securities rated  A or better  by S&P  or Moody's or
comparably rated by another nationally recognized rating agency, or, if unrated,
are determined to be of comparable quality by Morgan Stanley.
 
Investment in  foreign  government  securities  will  be  limited  to  those  of
developed  nations that Morgan Stanley believes  pose limited credit risk. These
countries  currently  include  Australia,  Austria,  Belgium,  Canada,  Denmark,
Finland,  France, Germany,  Ireland, Italy, Japan,  Luxembourg, the Netherlands,
New Zealand, Norway, Spain, Sweden, Switzerland and the United Kingdom.
 
VALUE SERIES
 
The Value Series' primary  investment objective is  short and long-term  capital
appreciation.  Current income is only a  secondary objective. The Series invests
primarily  in  equity  securities  and  selects  stocks  based  on  the  "value"
philosophy.
 
In  seeking  to  attain  its  investment  objective,  Value  Series  will invest
primarily in  common  stocks  or  securities  convertible  into  common  stocks.
Occasionally,  however,  limited  amounts  may be  invested  in  other  types of
securities (such as  nonconvertible preferred and  debt securities). In  periods
when  a more defensive position is deemed  warranted, Value 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. Value Series  may invest in repurchase agreements
and in both listed and unlisted securities.
 
Value 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 other investment  practices and techniques of the  Series,
see  "Investment Policies,  Restrictions and Risks  Applicable to  More Than One
Series."
 
GROWTH & INCOME SERIES
 
The investment objectives of Growth & Income Series are capital appreciation and
current income. It  seeks to achieve  this objective by  investing primarily  in
equity securities that provide an income component and the potential for growth.
Growth  & Income Series will pursue its  investment objectives by investing in a
broadly diversified portfolio of securities,  with an emphasis on securities  of
companies  that have a history of  dividend payments. Companies will be selected
on the basis  of their  prospects for  long-term growth  and continued  dividend
payments.
 
In  seeking  to attain  its investment  objective, Growth  & Income  Series will
invest primarily in common stocks or securities convertible into common  stocks.
Occasionally,  however,  limited  amounts  may be  invested  in  other  types of
securities (such as  nonconvertible preferred and  debt securities). In  periods
when  a more defensive position is deemed  warranted, Growth & Income 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 &  Income  Series may  invest in
repurchase agreements and in both listed and unlisted securities.
 
Growth & Income 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 "Investment Policies, Restrictions,  and Risks Applicable  to More Than  One
Series--Investment in Foreign Securities."
 
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  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 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.
 
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  Series seeks to replicate the  S&P 500 Index using  such
sampling techniques, a close correlation between the Series' performance and the
performance  of the Index is anticipated in both rising and falling markets. The
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
Series  and Index  performance. It  is anticipated  that the  correlation of the
Series' performance to that of the Index will increase as the size of the Series
increases. The Series' ability to achieve significant correlation between 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
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 Series  fail
to  achieve  an  appropriate  level  of  correlation,  the  Board  will consider
alternative arrangements.
 
Under normal circumstances, the Series invests at least 95% of its total  assets
in  the common stocks included in the  S&P 500 Index. To maintain liquidity, the
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 Series may
enter  into  futures contracts  and  options to  a  limited extent.  For further
information on  these instruments  and  investment techniques,  see  "Investment
Policies,  Restrictions and Risks Applicable to More Than One Series," below and
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
 
                                       13
<PAGE>
by  Fortis Series. The  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  Series.  Standard   &  Poor's  makes  no
representation or warranty, express or implied,  to the owners of the Series  or
any  member of the public regarding  the advisability of investing in securities
generally or in the 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 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  Series or  the timing  of  the
issuance  or sale of  the Series or  in the determination  or calculation of the
equation by which the 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 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 OF 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.
 
BLUE CHIP STOCK SERIES
 
The  Series'  primary investment  objective is  to  provide long-term  growth of
capital. Current income is a secondary objective, and many of the stocks in  the
Series' portfolio are expected to pay dividends.
 
The  Series will  invest at least  65% of total  assets in the  common stocks of
large and medium-sized  blue chip companies,  as defined by  T. Rowe Price,  the
sub-adviser  to the  Series. These companies  will be well  established in their
industries and have the potential for above-average growth in earnings.
 
Most of the assets will be invested  in U.S. common stocks. However, the  Series
may  also purchase other  types of securities,  for example, foreign securities,
preferred stocks, convertible  stocks and bonds,  and warrants, when  considered
consistent  with the Series'  investment objectives and  program. The Series may
also engage in a variety of investment management practices, such as buying  and
selling  futures and  options. Investments in  convertible securities, preferred
stocks and debt securities are limited to 25% of total assets.
 
STOCK SELECTION. In applying  a "blue chip" investment  approach, T. Rowe  Price
analysts  evaluate the growth prospects of companies and the industries in which
they operate.  This approach  seeks  to identify  companies with  strong  market
franchises  in industries that  appear to be  strategically poised for long-term
growth. Its  investment  approach  reflects  T. Rowe  Price's  belief  that  the
combination  of solid company  fundamentals (with emphasis  on the potential for
above-average growth in earnings) along with a positive outlook for the  overall
industry  will  ultimately reward  investors with  a  higher stock  price. While
primary emphasis  is placed  on a  company's prospects  for future  growth,  the
Series  will  not purchase  securities  that, in  T.  Rowe Price's  opinion, are
overvalued considering the underlying business  fundamentals. In the search  for
substantial  capital  appreciation,  the Series  looks  for  stocks attractively
priced relative to their anticipated long-term value.
 
The Series will generally take  the following into consideration when  selecting
stocks:
 
  - LEADING   MARKET  POSITIONS.   Blue  chip   companies  often   have  leading
    market positions that are expected to  be maintained or enhanced over  time.
    Strong  positions, particularly  in growing  industries, can  give a company
    pricing flexibility as  well as  the potential  for good  unit sales.  These
    factors, in turn, can lead to higher earnings growth and greater share price
    appreciation.
 
  - SEASONED    MANAGEMENT   TEAMS.    Seasoned   management    teams   with   a
    track record of  providing superior  financial results are  important for  a
    company's long-term growth prospects. T. Rowe Price's analysts will evaluate
    the depth and breadth of a company's management experience.
 
  - STRONG FINANCIAL FUNDAMENTALS. Companies should demonstrate
    faster  earnings growth  than their competitors  and the  market in general;
    high profit margins  relative to  competitors; strong cash  flow; a  healthy
    balance  sheet with relatively low debt; and  a high return on equity with a
    comparatively low dividend payout ratio.
 
TYPES OF PORTFOLIO SECURITIES. In seeking to meet its investment objective,  the
Series  may  invest in  any type  of security  or instrument  (including certain
potentially  high  risk  derivatives)   whose  investment  characteristics   are
consistent  with the  Series' investment  program. These  and some  of the other
investment techniques the Series may use are described below.
 
  - PREFERRED  STOCKS.  While  most  preferred   stocks  pay  a  dividend,   the
    Series  may purchase preferred stock where the  issuer has omitted, or is in
    danger of omitting, payment of its dividend. Such investments would be  made
    primarily for their capital appreciation potential.
 
  - FOREIGN   SECURITIES.  The  Series  may  invest  up  to  20%  of  its  total
    assets  (excluding   reserves)   in  foreign   securities.   These   include
    nondollar-denominated   securities   traded   outside   of   the   U.S.  and
    dollar-denominated securities  traded  in  the  U.S.  (such  as  ADRs).  See
    "Investment  Policies, Restrictions  and Risks  Applicable to  More Than One
    Series--Investment  in  Foreign  Securities."  The  Series  may  invest   in
    securities  from  emerging markets,  which have  greater risks  than foreign
    securities in  general. See  "Investment Policies,  Restrictions, and  Risks
    Applicable to More Than One Series--Emerging Markets."
 
  - FIXED-INCOME  SECURITIES.  The  Series  may  invest  in  debt  securities of
    any type  without regard  to quality  or rating.  Such securities  would  be
    purchased in companies which meet the investment criteria for the Series.
 
    However,  the Series will not purchase  a non-investment grade debt security
    (or junk bond) if immediately after such purchase the Series would have more
    than 5%  of  its total  assets  invested  in such  securities.  For  further
    information  on "high  yield" (or junk)  bonds, including the  risks of such
    investments, see "Investment Objectives and Policies--High Yield Series."
 
  - HYBRID  INSTRUMENTS.  These  instruments   (a  type  of  potentially   high-
    risk  derivative) can combine the characteristics of securities, futures and
    options. For example, the principal  amount, redemption or conversion  terms
    of  a  security could  be related  to  the market  price of  some commodity,
    currency or  securities index.  Such  securities may  bear interest  or  pay
    dividends  at below market (or even relatively nominal) rates. Under certain
    conditions, the redemption value  of such an investment  could be zero.  The
    Series may invest up to 10% of its total assets in hybrid instruments.
 
                                       14
<PAGE>
The Series may employ the following types of management practices:
 
  - CASH  POSITION. The  Series will  hold a  certain portion  of its  assets in
    U.S. and  foreign  dollar-denominated  money  market  securities,  including
    repurchase agreements, in the two highest rating categories, maturing in one
    year  or  less. For  temporary, defensive  purposes,  the Series  may invest
    without limitation  in  such  securities.  This  reserve  position  provides
    flexibility  in  meeting  redemptions,  expenses,  and  the  timing  of  new
    investments, and serves as  a short-term defense  during periods of  unusual
    market volatility.
 
  - FUTURES   AND   OPTIONS.  The   Series  may   buy   and  sell   futures  and
    options contracts  for  any number  of  reasons, including:  to  manage  its
    exposure  to  changes in  securities prices  and  foreign currencies;  as an
    efficient means of  adjusting its  overall exposure to  certain markets;  to
    enhance income; and to protect the value of portfolio securities. The Series
    may  purchase, sell or  write call and put  options on securities, financial
    indices, and foreign currencies. The Series will not invest more than 10% of
    its total  assets in  derivative  instruments on  securities, call  and  put
    options,  and  futures  contracts.  See "Futures  Contracts  and  Options on
    Futures Contracts"  and "Options"  under the  caption "Investment  Policies,
    Restrictions, and Risks Applicable to More Than One Series."
 
  - OPERATING   POLICIES.   Futures:  Initial   margin  deposits   and  premiums
    on options used for non-hedging purposes will not equal more than 5% of  the
    Series'  net  assets.  Options  on securities:  The  total  market  value of
    securities against which the Series has written call or put options may  not
    exceed  25% of its total assets. The Series  will not commit more than 5% of
    its total assets to premiums when purchasing call or put options.
 
  - MANAGING  FOREIGN   CURRENCY   RISK.   Investors   in   foreign   securities
    may  "hedge" their exposure  to potentially unfavorable  currency changes by
    purchasing a contract to  exchange one currency for  another on some  future
    date  at  a  specified exchange  rate.  In certain  circumstances,  a "proxy
    currency" may be  substituted for the  currency in which  the investment  is
    denominated,  a strategy known as "proxy hedging." Although foreign currency
    transactions  will  be  used  primarily  to  protect  the  Series'   foreign
    securities  from  adverse currency  movements relative  to the  dollar, they
    involve the risk that anticipated currency movements will not occur and  the
    Series'  total  return  could  be  reduced.  See  "Foreign  Currency Forward
    Exchange Contracts" and  "Options on Foreign  Currencies" under the  caption
    "Investment  Policies, Restrictions, and  Risks Applicable to  More Than One
    Series."
 
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. This includes both large and small companies and both new and
established companies.
 
The  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 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  also invest  in: repurchase  agreements,  both listed  and unlisted
securities, and 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  "Investment Policies,  Restrictions,  and
Risks Applicable to More Than One Series--Investment in Foreign Securities."
 
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. This 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 "Investment Policies, Restrictions,
and Risks Applicable to More Than One Series--Investment in Foreign Securities."
 
The Global Growth Series is not  required to maintain any particular  geographic
or  currency  mix  of  its  investments, nor  is  it  required  to  maintain any
particular proportion of stocks,  bonds, or other  securities in its  portfolio.
However,  in view of its investment  objectives, the Series currently expects to
invest its assets primarily in common stocks of U.S. and non-U.S. issuers. Under
normal market conditions the Global  Growth Series invests approximately 55%  to
65% (exclusive of collateral in connection with securities lending) of its total
assets  in 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 "Investment Policies, Restrictions,  and Risks Applicable  to More Than  One
Series--Investment in Foreign Securities."
 
The  Global Growth Series may invest up to  45% of its equity securities in U.S.
and non-U.S. emerging  growth companies and  in global emerging  markets. For  a
discussion  of  emerging  growth  companies  and  global  emerging  markets, see
"Aggressive Growth  Series" and  "Investment Policies,  Restrictions, and  Risks
Applicable  to More Than One Series--Emerging Markets," respectively. The Global
Growth Series has no minimum size requirements for the emerging growth companies
in which it will invest. 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
"Investment  Policies,  Restrictions,  and  Risks Applicable  to  More  Than One
Series-- Investment in Foreign Securities."
 
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
 
                                       15
<PAGE>
quality debt  securities  of  U.S.  and non-U.S.  issuers  when  the  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
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 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 Series  may also 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  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.
 
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.
 
This Series may  also use  forward currency  contracts and  options and  futures
strategies  which involve  certain investment  risks and  transaction costs. See
"Investment Policies,  Restrictions,  and  Risks Applicable  to  More  Than  One
Series."
 
INTERNATIONAL STOCK SERIES
 
The  investment objective of  the International Stock Series  is to seek capital
appreciation by  investing  primarily in  the  equity securities  of  non-United
States  companies (I.E., incorporated  or organized outside  the United States).
The International  Stock Series  expects  to invest  its assets  principally  in
common  stocks of non-United States companies,  although it may have substantial
investments  in  American   Depositary  Receipts   (see  "Investment   Policies,
Restrictions,   and  Risks  Applicable  to   More  Than  One  Series--Depositary
Receipts") and in convertible bonds  and other convertible securities. There  is
no  requirement, however, that the International Stock Series invest exclusively
in common stocks or other equity securities, and it may invest up to 20% of  the
value of its total assets in fixed-income securities and short-term money market
instruments.  See "Investment  Policies, Restrictions,  and Risks  Applicable to
More Than One Series-- Short-Term  Money Market Instruments." The  International
Stock  Series'  fixed-income investments  will be  limited to  those rated  A or
better by S&P or  Moody's or comparably rated  by another nationally  recognized
rating  agency, or,  if unrated, determined  by the  Series' sub-adviser, Lazard
Freres Asset Management ("Lazard Freres"), to be of comparable quality. See  the
Appendix  attached  hereto  for a  description  of the  ratings  of fixed-income
securities.
 
It is the present intention of  Lazard Freres to invest the International  Stock
Series' assets in companies based in Continental Europe, the United Kingdom, the
Pacific  Basin  and in  such  other areas  and  countries as  Lazard  Freres may
determine from time  to time. Under  normal market conditions,  the Series  will
invest  at least 65% of its total assets in equity securities. The percentage of
the International Stock Series' assets invested in particular geographic sectors
may shift from time to  time in accordance with  the judgment of Lazard  Freres.
For  a description of the risks  associated with investing in foreign securities
see "Investment Policies, Restrictions,  and Risks Applicable  to More Than  One
Series--Investment in Foreign Securities."
 
In  selecting  investments for  the  International Stock  Series,  Lazard Freres
attempts to  ascertain  inexpensive securities  world-wide  through  traditional
measures   of  value,  including  low  price  to  earnings  ratio,  high  yield,
unrecognized assets, potential  for management  change and/or  the potential  to
improve  profitability. In addition,  Lazard Freres seeks  to identify companies
that it believes are  financially productive and  undervalued in those  markets.
Lazard  Freres focuses  on individual  stock selection  (a "bottom-up" approach)
rather than on forecasting stock market trends (a "top-down" approach).
 
Lazard Freres recognizes that some of  the best opportunities are in  securities
not  generally followed by investment  professionals. Thus, Lazard Freres relies
on its research capability  and also maintains a  dialogue with foreign  brokers
and  with the management of foreign companies in an effort to gather the type of
"local knowledge" that it believes is critical to successful investment  abroad.
To  this end,  Lazard Freres  communicates with Lazard  Freres &  Cie. in Paris,
Lazard Brothers & Co. Ltd. in London  and Lazard Japan Asset Management K.K.  in
Tokyo  (independent but affiliated entities)  for information concerning current
business trends, as  well as  for a better  understanding of  the management  of
local  businesses. The information supplied by these affiliates of Lazard Freres
will be  limited  to  statistical  and  factual  information,  advice  regarding
economic  factors and trends or advice as to occasional transactions in specific
securities.
 
When, in  the  judgment  of  Lazard Freres,  business  or  financial  conditions
warrant,  the  International  Stock  Series  may  assume  a  temporary defensive
position and invest without limit in the equity securities of U.S. companies  or
short-term  money market instruments or hold its assets in cash. See "Investment
Policies,  Restrictions,  and   Risks  Applicable  to   More  Than  One   Series
- --Short-Term   Money  Market  Instruments."  During  those  intervals  when  the
International Stock  Series  has assumed  a  temporary defensive  position,  the
Series will not be pursuing its investment objective.
 
AGGRESSIVE GROWTH SERIES
 
The  investment  objective  of  Aggressive Growth  Series  is  maximum long-term
capital appreciation by investing  primarily in equity  securities of small  and
medium  sized companies that are early in  their life cycles, but which have the
potential to become major enterprises ("emerging growth companies"), and of more
established companies that have the potential for above-average capital  growth.
Dividend  and  interest income  from securities,  if any,  is incidental  to the
Aggressive Growth Series' investment objective.
 
Aggressive Growth Series' policy  is to invest,  under normal circumstances,  at
least 65% of its total assets in: (a) common stocks of emerging growth companies
and  (b) equity  securities of  some more  established companies  whose rates of
earnings growth are expected  to accelerate because of  special factors such  as
new  products,  changes  in  consumer  demand,  basic  changes  in  the economic
environment, or rejuvenated management. 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.
 
While Aggressive Growth Series will invest  primarily in common stocks, it  may,
to  a  limited  extent, seek  appreciation  in  other types  of  securities such
 
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<PAGE>
as convertible securities and warrants when relative values make such  purchases
appear  attractive  either as  individual issues  or as  types of  securities in
certain economic  environments.  The Aggressive  Growth  Series may  also  write
covered  call  and secured  put options  and  purchase call  and put  options on
securities and  stock indexes  in an  effort to  increase total  return and  for
hedging  purposes, and may  purchase and sell stock  index futures contracts and
options thereon for hedging  purposes. (See "Investment Policies,  Restrictions,
and  Risks Applicable  to More Than  One Series--Options,  Futures, and Currency
Strategies.")
 
The nature of investing in 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
Aggressive 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.
 
Aggressive Growth 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 "Investment Policies, Restrictions,  and Risks Applicable  to More Than  One
Series--Investment in Foreign Securities."
 
As  set forth above, Aggressive Growth Series, under normal economic conditions,
will be  principally  invested  in equity  securities.  However,  when  Advisers
considers  a more  defensive posture  appropriate, the  Aggressive Growth Series
temporarily can be 100%  invested in commercial paper,  obligations of banks  or
the   United  States  Government,  and   other  high  quality,  short-term  debt
instruments.
 
INVESTMENT POLICIES, RESTRICTIONS, AND RISKS APPLICABLE TO MORE THAN ONE SERIES
 
EMERGING MARKETS. Subject to  the restrictions set forth  above, each of  Global
Bond  Series, Global Asset Allocation Series  and International Stock Series may
invest without limitation in emerging market countries. Global Growth Series may
invest up to  45% of its  equity securities in  emerging market countries.  High
Yield  Series  may invest  up  to 10%  of its  total  assets in  emerging market
countries. Many emerging  market countries have  experienced substantial or,  in
some  periods, extremely high  rates of inflation for  many years. Inflation and
rapid fluctuations in inflation rates have had and may continue to have  adverse
effects  on the economies and securities  markets of certain of these countries.
In an attempt to control inflation, wage and price controls have been imposed in
certain countries.  In  many cases,  emerging  market countries  are  among  the
world's  largest debtors to commercial banks, foreign governments, international
financial organizations and other financial  institutions. In recent years,  the
governments  of  some  of  these  countries  have  encountered  difficulties  in
servicing their external debt obligations, which has led to defaults on  certain
obligations and the restructuring of certain indebtedness.
 
As  used  in  this Prospectus,  emerging  markets are  countries  categorized as
emerging markets by  the International Financial  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.
 
FOREIGN  CURRENCY  FORWARD EXCHANGE  CONTRACTS. Global  Bond Series,  High Yield
Series, Global Asset Allocation  Series, Blue Chip  Stock Series, Global  Growth
Series,  International Stock Series,  Value Series, Growth  & Income Series, and
Aggressive 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 each  Series
invests.  A forward  contract is  an obligation to  purchase or  sell a specific
currency for an  agreed price  at a future  date. The  contract is  individually
negotiated  and privately traded  by currency traders  and their customers. Each
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 a 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 or any security that
is not  considered restricted  or  illiquid in  a  segregated 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,  only the  Global Bond,  Global Asset
Allocation and International  Stock Series  may 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 such 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.  Certain of  Global Bond
Series, High  Yield Series,  Global  Asset Allocation  Series, Blue  Chip  Stock
Series, Global Growth Series, International Stock Series, Value Series, Growth &
Income  Series, and  Aggressive 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  Bond Series, Global  Asset Allocation Series,  Global Growth Series, and
International Stock Series may enter into futures contracts for the purchase  or
sale for future delivery of fixed income securities, and Blue Chip Stock Series,
and  Global Growth Series may  enter into futures contracts  for the purchase or
sale for future delivery  of equity securities. Global  Bond Series, High  Yield
Series,  Global Asset Allocation  Series, Blue Chip  Stock Series, Global Growth
Series, and  International Stock  Series may  enter into  interest rate  futures
contracts  and Global  Bond Series,  Global Asset  Allocation Series,  Blue Chip
Stock Series, Global  Growth Series, International  Stock Series, Value  Series,
Growth  & Income Series, S&P 500 Series,  and Aggressive Growth Series may enter
into stock  index futures  contracts.  Global Bond  Series, High  Yield  Series,
Global  Asset Allocation Series,  Blue Chip Stock  Series, Global Growth Series,
International  Stock  Series,  and  Aggressive  Growth  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
 
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<PAGE>
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,  a 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 a Series
or adversely affect the prices of securities or foreign currencies that a Series
intends to purchase at a later date.
 
Global Bond  Series, Global  Asset Allocation  Series, and  International  Stock
Series  may purchase  and write "covered"  put and  call options to  buy or sell
futures contracts.  High  Yield Series,  Global  Growth Series,  and  Aggressive
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.  High Yield  Series,
Global  Growth Series and Aggressive Growth  Series each 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  or any security  that is not  considered
restricted  or  illiquid equal  in  value to  the  amount such  Series  would be
required to pay were the option exercised.
 
Transactions in  futures  contracts,  options  on  futures  contracts,  currency
contracts  and certain options  for hedging purposes  involve certain risks. See
"General Risks to Consider--Options, Futures, and Currency Strategies."
 
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. The Global  Bond Series, High  Yield Series, Global  Asset
Allocation  Series, Blue Chip Stock  Series, Global Growth Series, International
Stock Series, Value Series, Growth & Income Series, and Aggressive 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  (or  the sub-adviser,  if applicable)
intends to include in such Series.  Global Bond Series, Global Asset  Allocation
Series,  Blue  Chip  Stock  Series,  and  International  Stock  Series  may also
purchase, write or  sell options on  securities or financial  indices for  other
than hedging purposes, which involves greater risk.
 
OPTIONS  ON FOREIGN  CURRENCIES. Global Bond  Series, High  Yield Series, Global
Asset  Allocation  Series,  Blue  Chip  Stock  Series,  Global  Growth   Series,
International  Stock Series, and Aggressive 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. A 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 a 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  a   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  Bond  Series, Global  Asset  Allocation  Series and
International Stock Series will not enter into any 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 such Series would exceed 5% of the value of the total
assets of such Series. This restriction  does not apply to securities  purchased
on  a when-issued,  delayed delivery  or forward  commitment basis  as described
under "Investment Policies, Restrictions, and Risks Applicable to More Than  One
Series--Delayed  Delivery Transactions." In addition, Global Bond Series, Global
Asset Allocation  Series,  Blue Chip  Stock  Series, High  Yield  Series,  Value
Series,  Growth & Income Series & Aggressive  Growth Series & S&P 500 Series and
International Stock Series will not invest in the aggregate more than 10% of its
total assets in derivative instruments on securities, call and put options,  and
futures contracts.
 
The  High  Yield Series,  Value Series,  Growth &  Income Series,  Global Growth
Series, and Aggressive Growth Series have adopted two percentage restrictions on
the use of  options, futures, and  forward contracts. The  first restriction  is
that  each such  Series will  not enter  into any  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, each such 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.
 
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  (or the sub-adviser,  if applicable) 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.
 
                                       18
<PAGE>
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" below.
 
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,  if  applicable), are  of  investment quality  comparable  to other
permitted investments of  such Series may  be used for  letter of  credit-backed
investments.
 
FOREIGN DIVERSIFICATION. Each of the Global Bond Series, Global Asset Allocation
Series,  Global Growth  Series and  International Stock  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.
 
REPURCHASE AGREEMENTS. Each of the Series may invest in repurchase agreements.
 
RESTRICTED OR  ILLIQUID  SECURITIES.  A  policy of  Money  Market  Series,  U.S.
Government  Securities  Series,  Diversified  Income  Series,  Asset  Allocation
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: restricted  securities (both debt and equity)  or
in equity securities of any issuer which are not readily marketable.
 
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.
 
A policy of  each of the  Global Bond  Series, High Yield  Series, Global  Asset
Allocation  Series, Value Series, Growth &  Income Series, S&P 500 Index Series,
Blue Chip Stock Series, International Stock Series, and Aggressive Growth Series
is that each  Series 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.
 
REAL ESTATE OR REAL ESTATE  INVESTMENT TRUSTS. Value Series, Diversified  Income
Series,  Asset Allocation Series and  Growth & Income Series  may invest in real
estate investment  trusts ("REITs"),  real estate  development and  real  estate
operating  companies and other real estate  related businesses. Value Series and
Growth &  Income Series  currently intends  to invest  the REIT  portion of  its
portfolio  primarily  in equity  REITs,  which are  trusts  that sell  shares to
investors and use the  proceeds to invest  in real estate  or interests in  real
estate.  A REIT may focus on particular projects, such as apartment complexes or
shopping centers, or geographic regions, such as the Southeastern United States,
or both. Debt REITs invest in obligations secured by mortgages on real  property
or interests in real property.
 
Value  Series has also  adopted a nonfundamental  investment restriction that it
may invest  up to  10% of  its total  assets in  Real Estate  Investment  Trusts
(REITs) and will invest only in REITs that are publicly distributed.
 
The  Series' investments in real estate securities  may be subject to certain of
the same risks associated with the direct ownership of real estate. These  risks
include:  declines in  the value  of real estate;  risks related  to general and
local economic conditions; overbuilding  and competition; increases in  property
taxes  and operating  expenses; and  variations in  rental income.  In addition,
REITs may not be diversified. REITs are subject to the possibility of failing to
qualify for tax-free pass-through of income under the Internal Revenue Code  and
failing  to maintain exemption from  the 1940 Act. Also,  REITs may be dependent
upon management skill  and may  be subject to  the risks  of obtaining  adequate
financing for projects on favorable terms.
 
For  further discussion on what real estate related investments may be made by a
Series, see the Statement of Additional Information.
 
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  by  Money   Market  Series,  U.S.   Government  Securities   Series,
Diversified  Income Series, Asset Allocation Series, and Growth Stock Series may
not exceed 10% of the value of the total assets of each such Series.
 
Borrowings by Global  Bond Series,  High Yield Series,  Global Asset  Allocation
Series,  Value Series, Growth &  Income Series, S&P 500  Index Series, Blue Chip
Stock Series, Global Growth Series,  International Stock Series, and  Aggressive
Growth  Series through banks and "roll" transactions  will not exceed 33 1/3% of
the total assets of each such  Series; however, an investment policy  changeable
without  shareholder approval further  restricts borrowings by  each such Series
(except Global Growth Series) to temporary borrowing of 25% of total assets when
necessary to meet redemptions of the  Series. As an operating policy, Blue  Chip
Stock  Series may not transfer as  collateral any portfolio securities except as
necessary in connection  with permissible  borrowings or  investments, and  then
such  transfers may not exceed  25% of such Series'  total assets. 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 the Series in  this paragraph) exceed 5%  of
the  value of such Series' total assets.  If market fluctuations in the value of
the portfolio holdings of  the Series in this  paragraph or other factors  cause
the  ratio of such Series' total assets  to outstanding borrowings to fall below
300%, within three  days (excluding  Sundays and  holidays) of  such 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.
 
ZERO COUPON  OBLIGATIONS. The  U.S.  Government Securities  Series,  Diversified
Income  Series, Global Bond Series, High  Yield Series, Asset Allocation Series,
Global Asset Allocation  Series, Global Growth  Series, and International  Stock
Series  may invest  in zero coupon  obligations of the  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).
 
                                       19
<PAGE>
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.  These
Series  may  invest in  either type  of zero  coupon obligation.  The investment
policies and restrictions applicable to  corporate and government securities  in
the  Series  shall  apply equally  to  the  Series' investments  in  zero coupon
securities (including, for example, minimum corporate bond ratings).
 
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.
 
MUNICIPAL SECURITIES.  U.S.  Government Securities  Series,  Diversified  Income
Series,  and Asset Allocation Series each may  invest not more than 20% of their
total assets in municipal securities during periods when such securities  appear
to offer more attractive returns than taxable securities.
 
PAYMENT-IN-KIND  DEBENTURES.  U.S.  Government  Securities  Series,  Diversified
Income Series, Global Bond Series,  High Yield Series, Asset Allocation  Series,
Global  Asset Allocation  Series, and International  Stock Series  may invest in
debentures the interest  on which may  be paid in  other securities rather  than
cash  ("PIKs").  Typically, during  a specified  term  prior to  the debenture's
maturity, the issuer of a  PIK may provide for the  option or the obligation  to
make  interest payments in debentures, common stock, or other instruments (i.e.,
"in kind" rather than in cash). The type of instrument in which interest may  or
will  be paid would be known by Fortis Series at the time of the investment. The
investment restrictions  regarding  corporate  bond quality  are  applicable  to
investments  in  PIKs by  such Series  as well  as to  the securities  which may
constitute interest payments on PIKs.  While PIKs generate income for  generally
accepted  accounting standards purposes, they do not generate cash flow and thus
could cause such Series to be  forced to liquidate securities at an  inopportune
time in order to distribute cash, as required by the Internal Revenue Code.
 
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.
 
CMOS AND  MULTI-CLASS PASS-THROUGH  SECURITIES. The  U.S. Government  Securities
Series,  Diversified Income Series, Global Bond Series, High Yield Series, Asset
Allocation Series,  Global  Asset  Allocation Series,  and  International  Stock
Series  may invest in CMOs. CMOs are  debt instruments issued by special purpose
entities which are secured by pools  of mortgage loans or other  mortgage-backed
securities.  Multi-class  pass-through  securities  are  interests  in  a  trust
composed of  mortgage loans  or other  mortgage-backed securities.  Payments  of
principal  and interest on  underlying collateral provide the  funds to pay debt
service  on  the  CMO  or  make  scheduled  distributions  on  the   multi-class
pass-through  security. Multi-class  pass-through securities,  CMOs, and classes
thereof (including those discussed below) are examples of the types of financial
instruments commonly referred to as "derivatives."
 
In a CMO, a series of bonds or certificates is issued in multiple classes.  Each
class of CMOs, often referred to as a "tranche," is issued at a specified coupon
rate and has a stated maturity or final distribution date. Principal prepayments
on  collateral underlying a CMO may cause it to be retired substantially earlier
than the stated  maturities or  final distribution  dates. Interest  is paid  or
accrues on all classes of a CMO on a monthly, quarterly or semiannual basis. The
principal  and interest on  the underlying mortgages may  be allocated among the
several classes  of a  series of  a CMO  in many  ways. In  a common  structure,
payments  of principal, including  any principal prepayments,  on the underlying
mortgages are applied according to scheduled cash flow priorities to classes  of
the series of a CMO.
 
There  are many  classes of  CMOs. There  are IOs,  which entitle  the holder to
receive distributions consisting solely or primarily of all or a portion of  the
interest  in an underlying pool of  mortgage loans or mortgage-backed securities
("Mortgage Assets"). There are also "POs",  which entitle the holder to  receive
distributions  consisting  solely  or  primarily  of all  or  a  portion  of the
principal of the  underlying pool  of Mortgage  Assets. In  addition, there  are
"inverse floaters", which have a coupon rate that moves in the reverse direction
to an applicable index, and accrual (or "Z") bonds, which are described below.
 
As to IOs, POs, inverse floaters, and accrual bonds, not more than 5% of the net
assets  of each  of the  U.S. Government  Securities Series,  Diversified Income
Series, Global Bond Series, High  Yield Series, Asset Allocation Series,  Global
Asset  Allocation Series, and International Stock Series will be invested in any
of these items at any  one time and no  more than 10% of  the net assets of  the
Series  will be invested in all such obligations  at any one time. Not more than
5% of the Global Growth Series' net assets collectively will be invested in such
obligations at any time.
 
                                       20
<PAGE>
Inverse floating CMOs are typically more volatile than fixed or adjustable  rate
tranches of CMOs. Investments in inverse floating CMOs would be purchased by the
Series  to attempt to  protect against a  reduction in the  income earned on the
Series investments  due to  a decline  in interest  rates. The  Series would  be
adversely  affected by the purchase of such CMOs  in the event of an increase in
interest rates since  the coupon rate  thereon will decrease  as interest  rates
increase, and, like other mortgage-backed securities, the value will decrease as
interest rates increase.
 
The  cash flows and yields  on IO and PO classes  are extremely sensitive to the
rate of principal payment  (including prepayments) on  the Mortgage Assets.  For
example,  a rapid or slow rate of principal payments may have a material adverse
effect on the yield to maturity of  IOs or POs, respectively. If the  underlying
Mortgage  Assets experience  greater than anticipated  prepayments of principal,
the holder of an IO may incur substantial losses, even if the IO class is  rated
AAA.  Conversely, if  the underlying Mortgage  Assets experience  is slower than
anticipated prepayments of principal, the yield and market value for the  holder
of a PO will be affected more severely than would be the case with a traditional
Mortgage Backed Security.
 
However,  if interest  rates were  expected to  rise, the  value of  an IO might
increase and may partially offset other  bond value declines, and if rates  were
expected to fall, the inclusion of POs could balance lower reinvestment rates.
 
An accrual of "Z" bond holder is not entitled to receive cash payments until one
or  more other classes  of the CMO have  been paid in full  from payments on the
mortgage loans underlying the CMO. During the period in which cash payments  are
not  being made on the Z tranche, interest  accrues on the Z tranche at a stated
rate, and this accrued interest is added to the amount of principal which is due
to the holder of the Z tranche. After the other classes have been paid in  full,
cash  payments  are  made  on  the  Z  tranche  until  its  principal (including
previously accrued interest which  was added to  principal, as described  above)
and  accrued interest at the stated rate  have been paid in full. Generally, the
date upon which cash  payments begin to be  made on a Z  tranche depends on  the
rate  at which the mortgage loans underlying  the CMO are prepaid, with a faster
prepayment rate resulting in an earlier  commencement of cash payments on the  Z
tranche.  Like a zero coupon bond, during its  accrual period the Z tranche of a
CMO has the advantage of eliminating  the risk of reinvesting interest  payments
at  lower rates during a period of  declining market interest rates. At the same
time, however, and also like a zero coupon bond, the market value of a Z tranche
can be expected to fluctuate more  widely with changes in market interest  rates
than  would the market value of a tranche which pays interest currently. Changes
in market interest rates also can  be expected to influence prepayment rates  on
the  mortgage loans underlying the CMO of which  a Z tranche is a part. As noted
above, such  changes in  prepayment rates  will affect  the date  at which  cash
payments  begin to be made on a Z tranche, and therefore also will influence its
market value.
 
SHORT-TERM TRADING. Money Market Series, U.S. Government Securities Series,  and
Asset  Allocation Series intend to use short-term trading of their securities as
a means of managing their portfolios to achieve their 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 the 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).
 
Short-term trading techniques will be used principally in connection with higher
quality,  nonconvertible  debt securities,  which  are often  better  suited for
short-term trading because the market in such securities is generally of greater
depth and offers greater liquidity than  the market in debt securities of  lower
quality.
 
Each  of  Money  Market Series,  U.S.  Government Securities  Series,  and Asset
Allocation  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 each 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.
 
DELAYED  DELIVERY TRANSACTIONS. All Series except Money Market Series and Growth
Stock 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 or  any security that  is not considered
restricted or  illiquid,  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 above 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
 
                                       21
<PAGE>
extent  that the Series purchases securities on a when-issued, delayed delivery,
or forward commitment basis while remaining substantially fully invested.  There
is  also a risk  that the securities may  not be delivered or  that a 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. As to each Series, 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).
 
SECURITIES  LENDING.  Global  Bond  Series,  High  Yield  Series,  Global  Asset
Allocation Series, Value Series, Growth &  Income Series, S&P 500 Index  Series,
Blue  Chip Stock Series,  Global Growth Series,  International Stock Series, and
Aggressive Growth  Series  are  authorized  to make  loans  of  their  portfolio
securities  to broker-dealers or to  other institutional investors. The borrower
must maintain with such  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.
Such  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,  such  Series  will limit  their  loans  of portfolio  securities  to an
aggregate of 33 1/3% (except for Global Growth Series, with a 30% limit) 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  each such Series  except Global Growth
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 Fortis
Advisers, Inc. ("Advisers") (or the sub-adviser, if there is one for the Series)
to  be of good standing and will not be made unless, in the judgment of Advisers
(or the  sub-adviser), the  consideration to  be earned  from such  loans  would
justify the risk.
 
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
Advisers (or the  sub-adviser, if applicable)  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.
 
INVESTMENT  IN  FOREIGN SECURITIES.  Investing in  securities issued  by foreign
governments and corporations  or entities involves  considerations and  possible
risks  not typically associated with investing in obligations issued by the U.S.
government and  domestic corporations.  The values  of foreign  investments  are
affected   by  changes  in  currency  rates  or  exchange  control  regulations,
application of foreign  tax laws,  including withholding taxes,  changes in  tax
laws,  governmental administration or economic or monetary policy (in the United
States or abroad) or  changed circumstances in  dealings between nations.  Costs
are  incurred  in connection  with  conversions between  various  currencies. In
addition, foreign brokerage commissions are generally higher than in the  United
States,  and foreign  securities markets may  be less liquid,  more volatile and
less subject to governmental supervision than in the United States.  Investments
in  foreign countries  could be  affected by  other factors  not present  in the
United States, including seizure, expropriation, confiscatory taxation, risk  of
war,   lack  of  uniform   accounting  and  auditing   standards  and  potential
difficulties in  enforcing  contractual obligations,  and  could be  subject  to
extended settlement periods.
 
DEPOSITARY  RECEIPTS. The Series which may invest in foreign securities 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 that evidence ownership of underlying securities issued by
a foreign corporation. Generally, ADRs in  registered form are designed for  use
in  the United States securities markets. For purposes of the Series' investment
policies, the  Series'  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.
 
PORTFOLIO TURNOVER. The portfolio  turnover rate for a  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 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.  As set  forth in  the Financial Highlights
section, for  the fiscal  year ended  December 31,  1996, the  annual  portfolio
turnover  rate of several  of the Series  exceeded 100%. This  was the result of
active portfolio  management in  recognition  of changing  economic  conditions.
While  a  higher  turnover  rate  may  result  in  the  Series  incurring higher
transaction costs, the Series' managers attempt to have such costs outweighed by
the benefits of such transactions, although this cannot be assured.
 
GENERAL CONSIDERATIONS. 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
 
                                       22
<PAGE>
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.
 
After purchase by any 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 a Series. To the extent the ratings may
change as a result of changes in the rating organizations or the rating systems,
each Series will attempt to use comparable ratings as standards for  investments
in  accordance with the investment policies  contained in this Prospectus and in
the Statement of Additional Information. The ratings of S&P and Moody's are more
fully described in the Appendix attached hereto.
 
The insurance laws  and regulations of  various states as  well as the  Internal
Revenue  Code of 1986 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 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 "General  Risks  to  Consider--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  (or  a  sub-adviser)  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.
 
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 applicable
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 a 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
 
                                       23
<PAGE>
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 "Investment
Policies, Restrictions, and Risks Applicable  to More Than One  Series--Mortgage
Related Securities."
 
ACTIVE  MANAGEMENT. All of the Series other than the S&P 500 Index Series (which
utilizes a  passive  investment  approach  as described  under  "S&P  500  Index
Series")   are  actively  managed  by  Advisers  or,  in  five  Series,  by  the
sub-advisers as well. The performance of these Series therefore will reflect  in
part  the ability of  Advisers (or the sub-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  reviews the  investments  of  the five
sub-advised Series and provides executive and other personnel for the management
of Fortis Series' business affairs. The Board of Directors of Fortis Series  has
overall authority over the business affairs of the Fortis Series as conducted by
Advisers and the sub-advisers. 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.
 
U.S. Government Securities  has been  managed by  Messrs. Hudson  and Hayek  and
Christopher  J. Woods  since August 1995  and Christopher J.  Pagano since March
1996.
 
Diversified Income Series has been managed  by Messrs. Hudson, Hayek, and  Woods
and Charles J. Dudley since August 1995 and Mr. Pagano since March 1996.
 
High Yield Series has been managed by Messrs. Hudson, Dudley, Lindberg and Hayek
since August 1995.
 
Asset  Allocation  Series has  been  managed by  Mr.  Hudson since  August 1995,
Stephen M. Poling since 1988, James S.  Byrd since 1991, Keith R. Thomson  since
1988,  Messrs. Dudley, Hayek,  and Woods since  August 1995, and  Mr. Pagano and
Charles L. Mehlhouse since 1996.
 
Growth & Income Series has been  managed since its inception by Messrs.  Poling,
Byrd, and Thomson, and Charles L. Mehlhouse since 1996.
 
Value  Series has been managed by Nicholas L.M. DePeyster and Daniel Dubin since
its inception.
 
Growth Stock Series has been managed by Messrs. Poling, Byrd, and Thomson  since
1986, 1991, and 1988, respectively.
 
Global  Growth Series has been  managed since its inception  by Messrs. Byrd and
Poling.
 
Aggressive Growth Series has been managed since its inception by Messrs. Poling,
Byrd, and Thomson.
 
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. Messrs. Poling, Byrd, and Thomson have managed portfolios
for Advisers for at least the past five years.
 
Mr. Dudley, a  Vice President of  Advisers, began managing  debt securities  for
Advisers  on August 14, 1995. Prior to joining Advisers, Mr. Dudley was a Senior
Vice President and Senior Portfolio Manager for SunAmerica Asset Management, New
York, NY.
 
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. Rickert,  a  Senior  Credit  Analyst for  Advisers,  has  been  involved  in
management  of debt securities for  Fortis, Inc. since 1994.  Prior to that, Mr.
Rickert was a corporate bond analyst for  Dillon, Read & Co., Inc. in New  York,
NY and before that Western Asset Management in Los Angeles, CA.
 
Mr.  Hayek, a Vice President of Advisers,  has been managing debt securities for
Fortis, Inc. since 1987.
 
Mr. Woods, a Vice President of  Advisers, has been managing debt securities  for
Fortis,  Inc. since 1993. Prior to that, Mr.  Woods was the head of fixed income
for The Police and  Firemen's Disability and Pension  Fund of Ohio in  Columbus,
OH.
 
                                       24
<PAGE>
Mr.  Pagano, a Vice President of Advisers, has been managing debt securities for
Advisers since  March  1996.  Prior  to  joining  Advisers,  Mr.  Pagano  was  a
Government Strategist for Merrill Lynch in New York, N.Y.
 
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.
 
Mr. Mehlhouse has managed portfolios for Advisers since May 1996. Prior to that,
Mr.  Mehlhouse  was  a  portfolio  manager  for  Marshall  &  Isley  Bank Corp.,
Milwaukee, Wisconsin, since  May 1993.  Prior to May  1993, he  was a  portfolio
manager for Texas Commerce Bank, Houston, TX.
 
Mr. Dubin has been involved with management of Value Series since its inception.
Prior  to that he  was a Trader  with Rockrimmon Securities  and an Analyst with
American Express.
 
Mr. DePeyster has managed  portfolios for Advisers since  July, 1991, and  prior
thereto was a Research Associate with Smith Barney, Inc., New York, NY.
 
Messrs.   Yalen,  Hudson,  Dudley,  Lindberg,  Rickert,  Hayek,  Woods,  Pagano,
DePeyster, Dubin and  Greenzang are located  at One Chase  Manhattan Plaza,  New
York,  NY 10005. Messrs. Poling, Byrd, Mehlhouse and Thomson are located at 5500
Wayzata Blvd., Golden Valley, MN 55416.
 
THE SUB-ADVISERS
 
This section describes only the five sub-advised Series.
 
Each  Series  has  retained  a  sub-adviser  under  an  investment  sub-advisory
agreement  (the five sub-advisory agreements are collectively referred to as the
"Sub-Advisory Agreements")  to provide  investment advice  and, in  general,  to
conduct the management investment program of each Series, subject to the general
control of Advisers and the Board of Directors of Fortis Series. Pursuant to the
Sub-Advisory  Agreements, each sub-adviser will regularly provide its respective
Series with investment research, advice and supervision and furnish continuously
an investment program for such Series consistent with its investment  objectives
and policies, including the purchase, retention and disposition of securities.
 
The  sub-adviser of each Series 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-advisers.
Brokerage  services provided by affiliates of  the sub-advisers are performed in
conformity with Rule  17e-1 under  the 1940 Act  and procedures  adopted by  the
Board of Directors of Fortis Series.
 
GLOBAL  BOND  SERIES.  Mercury  Asset  Management  International  Ltd. ("Mercury
International"), 33  King William  Street,  London, EC4R  9AS, England,  is  the
sub-adviser   of  the  Global  Bond  Series.  Mercury  International,  which  is
registered as  an investment  adviser with  the Commission,  is a  wholly  owned
subsidiary  of Mercury Asset Management plc  ("Mercury") which manages in excess
of $110  billion of  investments  on behalf  of clients.  Mercury  International
itself manages in excess of $5 billion of investments.
 
The  Strategy Committee of the Fixed  Interest Division of Mercury International
has primary portfolio management responsibility for the Global Bond Series. Each
of the four  members of  the Strategy  Committee is  an officer  or director  of
Mercury International.
 
GLOBAL  ASSET ALLOCATION SERIES. Morgan  Stanley Asset Management Limited ("MSAM
Limited"), 25  Cabot Square,  Canary Wharf,  London, E14  4QA, England,  is  the
sub-adviser  of  the  Global Asset  Allocation  Series. MSAM  Limited,  which is
registered as  an investment  adviser with  the Commission,  is a  wholly  owned
subsidiary of Morgan Stanley Group Inc. Morgan Stanley provides a broad range of
portfolio  management services to customers in  the United States and abroad and
as of  December  31,  1996  manages  investments  totaling  approximately  $16.2
billion.
 
Portfolio responsibility for the Global Asset Allocation Series is split between
Frances Campion with respect to the equity securities and a team of fixed income
portfolio  managers  with respect  to fixed  income securities.  Frances Campion
joined MSAM  Limited  in  January  1990 and  her  responsibilities  include  the
day-to-day  management of the  global equity product. Ms.  Campion has ten years
global investment experience and became a principal of MSAM Limited in  December
1995.  Prior to joining MSAM Limited she  was a U.S. equity analyst with Lombard
Odier Limited where she had responsibility  for the management of global  equity
portfolios.  The investment strategy and allocation for the fixed income portion
of the Series  is set by  a team of  fixed income portfolio  managers at  Morgan
Stanley  Asset Management Inc.,  an affiliate of MSAM  Limited. David Stanley is
responsible for the  day to  day implementation  of the  strategy and  portfolio
management  of the fixed income  portion of the Series.  Mr. Stanley joined MSAM
Limited in 1994 as a fixed income  manager. He was previously employed by  Aetna
Capital  Management International, where he had sole responsibility for managing
all European and global bond funds. Prior  to that, he spent over five years  at
Marine  and General Mutual Life Assurance Society, where he managed sterling and
global bond funds. He is a graduate of Manchester University.
 
On February 5, 1997, Morgan Stanley Group  Inc. and Dean Witter, Discover &  Co.
announced  that they had  entered into an  Agreement and Plan  of Merger to form
Morgan Stanley, Dean  Witter, Discover &  Co. Morgan Stanley  Group Inc. is  the
direct parent of Morgan Stanley Asset Management Limited, the Series' investment
adviser.  It  is  currently  anticipated  that  the  transaction  will  close in
mid-1997.  Thereafter,  Morgan  Stanley  Asset  Management  Limited  will  be  a
subsidiary of Morgan Stanley, Dean Witter, Discover & Co.
 
Dean  Witter, Discover &  Co. is a  financial services company  with three major
businesses: full service brokerage, credit services and asset management.
 
INTERNATIONAL STOCK SERIES. Lazard Freres Asset Management ("Lazard Freres"), 30
Rockefeller Plaza,  New  York,  New  York  10020,  is  the  sub-adviser  of  the
International  Stock Series. Lazard Freres is a  division of Lazard Freres & Co.
LLC, a New York limited liability  company founded in 1848, which is  registered
as  an investment adviser with  the Commission and is a  member of the New York,
American and Midwest  Stock Exchanges.  Lazard Freres  & Co.  LLC, provides  its
clients  with  a  wide  variety of  investment  banking,  brokerage  and related
services.
 
Lazard Freres Asset Management provides investment management services to client
discretionary  accounts  with   assets  as   of  December   31,  1996   totaling
approximately  $38.1 billion. Its clients are both individuals and institutions,
some of whose accounts have investment policies similar to those of the Series.
 
John R. Reinsberg, a managing director  of Lazard Freres, has primary  portfolio
management  responsibility for the International  Stock Series. Prior to joining
Lazard Freres, he was  Executive Vice President  of General Electric  Investment
Company.  Mr. Reinsberg has been primarily responsible for the investment of the
assets of the Lazard International Equity Portfolio
 
                                       25
<PAGE>
of The Lazard Funds, Inc. since January 1992. In addition, Herbert W. Gullquist,
a managing director  and the  Chief Investment  Officer of  Lazard Freres  since
1982, has overall responsibility for managing the Series.
 
S&P  500 INDEX 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, 1997,  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 more  than  $233  billion in  assets  as  of
December  31, 1996,  including approximately  $86 billion  in proprietary mutual
fund assets.  As of  December 31,  1996, Mellon,  through various  subsidiaries,
provided  non-investment services, such as custodial or administration services,
for more than $1,046 billion in  assets, including approximately $57 billion  in
mutual fund assets.
 
BLUE  CHIP STOCK SERIES. T.  Rowe Price Associates, Inc.  ("T. Rowe Price"), 100
East Pratt Street,  Baltimore, MD  21202, is the  sub-adviser of  the Blue  Chip
Stock  Series. T.  Rowe Price  was founded  in 1937,  and it  and its affiliates
managed over  $70  billion  for  over 4  million  individual  and  institutional
investor accounts as of December 31, 1996. Some of T. Rowe Price's accounts have
investment policies similar to those of the Series.
 
Two  officers of  T. Rowe Price  have been  co-managers of the  Series since its
inception in 1996. Thomas H. Broadus,  Jr., the lead manager, has been  managing
investments  since joining  T. Rowe  Price in 1966.  Larry J.  Puglia, the other
co-manager, has been managing investments since joining T. Rowe Price in 1990.
 
EXPENSES
 
For the most  recent fiscal year,  the ratio of  Fortis Series' total  operating
expenses and their advisory fees (which are included in operating expenses) both
as a percentage of average daily net assets were as follows:
 
<TABLE>
<CAPTION>
                                                   TOTAL OPERATING    ADVISORY
                                                       EXPENSE           FEE
                                                  -----------------  -----------
<S>                                               <C>                <C>
Money Market Series                                       0.38%           0.30%
U.S. Government Securities Series                         0.53%           0.46%
Diversified Income Series                                 0.55%           0.47%
Global Bond Series                                        1.02%           0.75%
High Yield Series                                         0.63%           0.50%
Asset Allocation Series                                   0.54%           0.48%
Global Asset Allocation Series                            1.20%           0.90%
Value Series                                              0.87%           0.68%
Growth & Income Series                                    0.76%           0.70%
S&P 500 Series                                            0.79%           0.40%
Blue Chip Stock Series                                    1.13%           0.90%
Global Growth Series                                      0.79%           0.70%
Growth Stock Series                                       0.67%           0.62%
International Stock Series                                1.15%           0.85%
Aggressive Growth Series                                  0.78%           0.70%
</TABLE>
 
BROKERAGE ALLOCATION
 
Advisers  may consider  sales of  shares of  Fortis Series,  and of  other funds
advised or administered  by Advisers or  a sub-adviser may  be considered, 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 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.
 
                                       26
<PAGE>
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.
 
Investors,  Advisers  and Fortis  Series each  reserve the  right to  reject any
purchase order.
 
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.
 
An  outside  pricing  service may  be  utilized  to provide  valuations  of debt
securities. The pricing service may employ electronic data processing techniques
and/or a  matrix system  to  determine valuations  using methods  which  include
consideration of yields or prices of bonds of comparable quality, type of issue,
coupon,  maturity and rating; indications as  to value from dealers; and general
market conditions. When  market quotations  are not readily  available, or  when
illiquid  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 Series'  Board of Directors.  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  non-sub-advised  Series after  2:00  P.M.  Central
Time--and  purchases  and  sales  by the  sub-advised  Series--normally  are not
recorded until the following business 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  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.  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. 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. 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;  Robert W. Beltz,  Jr., Thomas D.
Gualdoni, Tamara L. Fagley, John E. Hite, Carol M. Houghtby and Scott R. Plummer
are officers of both.
 
                                       27
<PAGE>
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 RATINGS SERVICES. 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  RATINGS SERVICES. 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  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.
 
                                       28
<PAGE>
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  RATINGS SERVICES. 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.
 
                                       29
<PAGE>
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<PAGE>
 
<TABLE>
<S>              <C>
   BULK RATE
 U.S. POSTAGE
     PAID
</TABLE>
 
UVW-REGISTERED TRADEMARK-
<TABLE>
<S>              <C>
MINNEAPOLIS, MN
PERMIT NO. 3794
</TABLE>
FORTIS FINANCIAL GROUP
P.O. BOX 64284
ST. PAUL, MN 55164
 
PROSPECTUS
MAY 1, 1997
 
FORTIS
SERIES FUND, INC.
<PAGE>
                            FORTIS SERIES FUND, INC.
                      STATEMENT OF ADDITIONAL INFORMATION
                               DATED MAY 1, 1997
 
This Statement of Additional Information is NOT a prospectus, but should be read
in   conjunction   with  the   Fortis  Series   Fund,  Inc.   ("Fortis  Series")
 
Prospectus dated May 1,  1997. A copy  of that prospectus  may be obtained  from
Fortis Series, P.O. Box 64582, St. Paul, Minnesota 55164.
 
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  Statement  of  Additional  Information, and  if  given  or  made, such
information or representations must not be relied upon as having been authorized
by Fortis  Benefits Insurance  Company ("Fortis  Benefits"), First  Fortis  Life
Insurance  Company ("First  Fortis"), Fortis  Series, or  Fortis Investors, Inc.
("Investors"). This Statement of Additional  Information 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.
 
                                       30
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                    PAGE
<S>                                                 <C>
ORGANIZATION AND CLASSIFICATION...................  32
INVESTMENT OBJECTIVES AND POLICIES................  32
    - General.....................................  32
    - Certificates of Deposit and Bankers'
      Acceptances.................................  32
    - Mortgage-Related Securities.................  32
    - Securities of Foreign Companies.............  34
    - Repurchase Agreements.......................  34
    - Reverse Repurchase Agreements...............  35
    - Extendible Notes............................  35
    - Delayed Delivery Transactions...............  35
    - Dollar Rolls................................  35
    - Lending of Portfolio Securities.............  36
    - Options.....................................  36
    - Futures Contracts and Options on
      Futures Contracts...........................  36
    - Foreign Currency Forward
      Exchange Contracts..........................  37
    - Segregated Accounts.........................  37
    - Restricted or Illiquid Securities...........  37
    - Warrants or Rights..........................  37
    - Short Sales Against the Box.................  37
    - Investment Restrictions.....................  37
    - Risk Factors................................  44
 
<CAPTION>
                                                    PAGE
<S>                                                 <C>
 
DIRECTORS AND EXECUTIVE OFFICERS..................  47
INVESTMENT ADVISORY AND OTHER SERVICES............  49
    - General.....................................  49
    - Control and Management of Advisers and
      Investors...................................  49
    - Investment Advisory and Management
      Agreement...................................  50
    - Sub-Advisory Agreements.....................  51
PORTFOLIO TRANSACTIONS AND ALLOCATION OF
 BROKERAGE........................................  51
CAPITAL STOCK.....................................  53
COMPUTATION OF NET ASSET VALUE AND PRICING........  54
REDEMPTION........................................  55
TAXATION..........................................  55
UNDERWRITER.......................................  56
PERFORMANCE.......................................  57
SYSTEMATIC WITHDRAWAL.............................  61
FINANCIAL STATEMENTS..............................  62
CUSTODIAN; COUNSEL; ACCOUNTANTS...................  62
LIMITATION OF DIRECTOR LIABILITY..................  62
ADDITIONAL INFORMATION............................  62
APPENDIX--DESCRIPTION OF FUTURES, OPTIONS, AND
 FORWARD CONTRACTS................................  63
</TABLE>
 
                                       31
<PAGE>
ORGANIZATION AND CLASSIFICATION
 
An investment company is an arrangement by which a number of persons invest in a
company  that in  turn invests in  securities of other  companies. Fortis Series
operates as an "open-end" investment company because it generally must redeem an
investor's shares upon request.  Fortis Series is currently  made up of  fifteen
separate  series  (the  "Series"). Each  Series  except the  Global  Bond Series
operates as a "diversified"  investment company because  it offers investors  an
opportunity  to minimize the  risk inherent in all  investments in securities by
spreading their investment  over a  number of companies  in various  industries.
However,  diversification cannot  eliminate such  risks. The  Global Bond Series
operates as a "nondiversified" investment company.
 
INVESTMENT OBJECTIVES AND POLICIES
 
GENERAL
 
Each Series  except the  Global  Bond Series  will  operate as  a  "diversified"
investment  company as  defined under  the Investment  Company Act  of 1940 (the
"1940 Act"), which means that it must meet the following requirements:
 
      At least 75% of the value of its total assets will be represented by
      cash and cash items (including receivables), Government  securities,
      securities  of other investment companies,  and other securities for
      the purposes  of this  calculation  limited in  respect of  any  one
      issuer to an amount not greater in value than 5% of the value of the
      total  assets  of  the  Series  and to  not  more  than  10%  of the
      outstanding voting securities of such issuer.
 
Although the Global  Bond Series  is classified as  a nondiversified  investment
company  under the 1940  Act, the Global  Bond Series is  still required to meet
certain diversification  requirements  in  order  to  qualify  as  a  "regulated
investment  company" for federal income tax  purposes under the Internal Revenue
Code of 1986, as  amended (the "Code").  To so qualify,  the Global Bond  Series
must diversify its holdings so that, at the close of each quarter of its taxable
year,  (a) at least 50% of the value of its total assets is represented by cash,
cash  items,  securities  issued  by  the  U.S.  Government,  its  agencies  and
instrumentalities,  the securities of other  regulated investment companies, and
other securities limited generally with respect  to any one issuer to an  amount
not more than 5% of the total assets of the Global Bond Series and not more than
10%  of the outstanding voting securities of  such issuer, and (b) not more than
25% of the value of its total assets is invested in the securities of any issuer
(other  than  securities  issued  by  the  U.S.  Government,  its  agencies   or
instrumentalities or the securities of other regulated investment companies), or
in two or more issuers that the Global Bond Series controls and that are engaged
in the same or similar trades or businesses.
 
CERTIFICATES OF DEPOSIT AND BANKERS' ACCEPTANCES
 
As  noted in the Prospectus, the Series  may invest in certificates of deposits.
Certificates of  deposit are  receipts issued  by  a bank  in exchange  for  the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the  bearer  of  the receipt  on  the  date specified  on  the  certificate. The
certificate usually can  be traded in  the secondary market  prior to  maturity.
Bankers'   acceptances  typically  arise  from  short-term  credit  arrangements
designed  to  enable   businesses  to   obtain  funds   to  finance   commercial
transactions.  Generally, an acceptance  is a time  draft drawn on  a bank by an
exporter or importer  to obtain a  stated amount  of funds to  pay for  specific
merchandise.   The  draft  is  then  "accepted"  by  a  bank  that,  in  effect,
unconditionally guarantees  to pay  the  face value  of  the instrument  on  its
maturity  date. The  acceptance may  then be  held by  the accepting  bank as an
earning asset or it  may be sold in  the secondary market at  the going rate  of
discount  for a specific maturity. Although maturities for acceptances can be as
long as 270 days, most acceptances have maturities of six months or less.
 
MORTGAGE-RELATED SECURITIES
 
Consistent with the investment objectives and policies of all but the Aggressive
Growth Series as set  forth in the Prospectus,  and the investment  restrictions
set  forth below,  the Series  may invest  in certain  types of mortgage-related
securities. 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.  These securities  provide  a  monthly
payment, which consists of both an interest and a principal payment, which is in
effect  a "pass-through" of the monthly payment made by each individual borrower
on his or her residential mortgage loan, net  of any fees paid to the issuer  or
guarantor  of such securities.  Additional payments are  caused by repayments of
principal resulting  from  the  sale of  the  underlying  residential  property,
refinancing  or foreclosure, net  of fees or  costs which may  be incurred. Some
certificates  (such  as  those  issued  by  the  Government  National   Mortgage
Association)  are described as "modified pass-through." These securities entitle
the holder to receive all interest  and principal payments owed on the  mortgage
pool,  net of certain  fees, regardless of whether  the mortgagor actually makes
the payment.
 
A major governmental  guarantor of pass-through  certificates is the  Government
National Mortgage Association ("GNMA"). GNMA guarantees, with the full faith and
credit  of the  United States government,  the timely payments  of principal and
interest on securities issued by institutions approved by GNMA (such as  savings
and  loan institutions,  commercial banks  and mortgage  bankers) and  backed by
pools of FHA-insured or  VA-guaranteed mortgages. Other governmental  guarantors
(but  not backed by the  full faith and credit  of the United States Government)
include the Federal National Mortgage Association ("FNMA") and the Federal  Home
Loan Mortgage Corporation ("FHLMC"). FNMA purchases residential mortgages from a
list  of approved  seller/servicers which include  state and federally-chartered
savings and loan associations, mutual savings banks, commercial banks and credit
unions and mortgage bankers.
 
       (i) GNMA  CERTIFICATES. Certificates  of the  GNMA ("GNMA  Certificates")
       evidence  an  undivided  interest  in  a  pool  of  mortgage  loans. GNMA
       Certificates differ from bonds in that principal is paid back monthly  as
       payments  of principal,  including prepayments,  on the  mortgages in the
       underlying pool are passed  through to holders  of the GNMA  Certificates
       representing interests in the pool, rather than returned in a lump sum at
       maturity. "Modified pass-through" GNMA Certificates entitle the holder to
       receive  a share of all  interest and principal payments  paid or owed to
       the mortgage pool,  net of fees  paid or  due to the  "issuer" and  GNMA,
       regardless of whether or not the mortgagor actually makes the payment.
 
       (ii)  GNMA  GUARANTEE.  The  National  Housing  Act  authorizes  GNMA  to
       guarantee the  timely payment  of principal  and interest  on  securities
       backed   by  a  pool   of  mortgages  insured   by  the  Federal  Housing
       Administration ("FHA") or the  Farmers' Home Administration ("FmHA"),  or
       guaranteed  by the Veterans Administration ("VA"). GNMA is also empowered
       to borrow without  limitation from  the U.S. Treasury,  if necessary,  to
       make any payments required under its guarantee.
 
       (iii)  LIFE OF GNMA CERTIFICATES. The  average life of a GNMA Certificate
       is likely  to be  substantially  less than  the  stated maturity  of  the
       mortgages   underlying  the  securities.   Prepayments  of  principal  by
       mortgagors and mortgage foreclosures will usually result in the return of
       the greater part of principal investment
 
                                       32
<PAGE>
       long before  the maturity  of  the mortgages  in the  pool.  Foreclosures
       impose no risk of loss of the principal balance of a Certificate, because
       of   the  GNMA  guarantee,  but  foreclosure  may  impact  the  yield  to
       shareholders because of the need to reinvest proceeds of foreclosure.
 
       As prepayment rates of individual mortgage  pools vary widely, it is  not
       possible  to predict accurately the average life of a particular issue of
       GNMA Certificates. However, statistics published by the FHA indicate that
       the average life of single family  dwelling mortgages with 25 to  30-year
       maturities,  the  type of  mortgages backing  the  vast majority  of GNMA
       Certificates, is  approximately  12  years.  Prepayments  are  likely  to
       increase  in periods of falling interest  rates. It is customary to treat
       GNMA Certificates  as  30-year mortgage-backed  securities  which  prepay
       fully in the twelfth year.
 
       (iv)  YIELD  CHARACTERISTICS OF  GNMA  CERTIFICATES. The  coupon  rate of
       interest of GNMA Certificates is lower than the interest rate paid on the
       VA-guaranteed or FHA-insured  mortgages underlying  the certificates,  by
       the amount of the fees paid to GNMA and the issuer.
 
       The  coupon rate  by itself, however,  does not indicate  the yield which
       will be  earned on  GNMA Certificates.  First, GNMA  Certificates may  be
       issued at a premium or discount, rather than at par, and, after issuance,
       GNMA  Certificates  may trade  in the  secondary market  at a  premium or
       discount. Second, interest is  earned monthly, rather than  semi-annually
       as with traditional bonds; monthly compounding raises the effective yield
       earned.  Finally, the actual yield of a GNMA Certificate is influenced by
       the prepayment  experience  of  the  mortgage  pool  underlying  it.  For
       example, if interest rates decline, prepayments may occur faster than had
       been originally projected and the yield to maturity and investment income
       would be reduced.
 
       (v)  FHLMC  SECURITIES.  "FHLMC"  is  a  federally  chartered corporation
       created in 1970  through enactment  of Title  III of  the Emergency  Home
       Finance  Act  of  1970.  Its  purpose  is  to  promote  development  of a
       nationwide secondary market in conventional residential mortgages.
 
       The FHLMC issues two types of mortgage pass-through securities,  mortgage
       participation  certificates ("PCs") and  guaranteed mortgage certificates
       ("GMCs"). PCs resemble GNMA Certificates in that each PC represents a pro
       rata share of  all interest and  principal payments made  or owed on  the
       underlying  pool. The FHLMC guarantees timely  payment of interest on PCs
       and the ultimate payment  of principal. Like  GNMA Certificates, PCs  are
       assumed to be prepaid fully in their twelfth year.
 
       GMCs  also represent a pro rata interest in a pool of mortgages. However,
       these instruments pay interest semi-annually and return principal once  a
       year  in guaranteed minimum payments. The  expected average life of these
       securities is approximately ten years.
 
       (vi) FNMA SECURITIES. "FNMA" is a federally chartered and privately owned
       corporation which was established in 1938 to create a secondary market in
       mortgages insured  by  the  FHA.  It  was  originally  established  as  a
       government agency and was transformed into a private corporation in 1968.
 
       FNMA   issues  guaranteed   mortgage  pass-through   certificates  ("FNMA
       Certificates"). FNMA Certificates resemble GNMA Certificates in that each
       FNMA Certificate  represents  a  pro  rata  share  of  all  interest  and
       principal  payments made or owed on  the underlying pool. FNMA guarantees
       timely payment of interest  on FNMA certificates and  the full return  of
       principal.  Like GNMA Certificates,  FNMA Certificates are  assumed to be
       prepaid fully in their twelfth year.
 
Commercial banks,  savings and  loan  institutions, private  mortgage  insurance
companies,  mortgage  bankers, and  other secondary  market issuers  also create
pass-through pools of conventional residential mortgage loans. Such issuers  may
in  addition be the originators of the  underlying mortgage loans as well as the
guarantors  of   the   pass-through   certificates.  Pools   created   by   such
non-governmental  issuers  generally  offer  a  higher  rate  of  interest  than
governmental  pools  because  there  are  no  direct  or  indirect  governmental
guarantees  of payments in the former pools. However, timely payment of interest
and principal of these pools may be  supported by various forms of insurance  or
guarantees,  including individual loan,  title, pool, and  hazard insurance. The
insurance and guarantees  are issued by  government entities, private  insurers,
and the mortgage poolers.
 
Fortis  Series expects that governmental or private entities may create mortgage
loan pools  offering pass-through  investments in  addition to  those  described
above.  As new  types of  pass-through securities  are developed  and offered to
investors, the Series may, consistent with their investment objectives, policies
and restrictions, consider making investments in such new types of securities.
 
Other types of  mortgage-related securities  include debt  securities which  are
secured,  directly  or indirectly,  by mortgages  on  commercial real  estate or
residential rental properties,  or by  first liens  on residential  manufactured
homes  (as  defined  in  section 603(6)  of  the  National  Manufactured Housing
Construction and Safety Standards Act of 1974), whether such manufactured  homes
are  considered real or personal property under  the laws of the states in which
they are located.
 
Securities  in  this  investment   category  include,  among  others,   standard
mortgage-related  bonds  and newer  collateralized mortgage  obligations (CMOs).
Mortgage-related  bonds  are  secured  by   pools  of  mortgages,  but,   unlike
pass-through  securities, payments to bondholders are not determined by payments
on the mortgages.  The bonds consist  of a single  class, with interest  payable
monthly  and  principal  payable on  the  stated  date of  maturity.  CMO's have
characteristics of  both  pass-through securities  and  mortgage-related  bonds.
CMO's  are secured by pools of mortgages,  typically in the form of "guaranteed"
pass-through certificates such as GNMA, FNMA, or FHLMC securities. The  payments
on  the collateral  securities determine  the payments  to the  bondholders, but
there is not  a direct  "pass-through" of  payments. CMO's  are structured  into
multiple classes, each bearing a different date of maturity. Monthly payments of
principal received from the pool of underlying mortgages, including prepayments,
is  first returned to  investors holding the  shortest maturity class. Investors
holding the longest maturity  classes receive principal  only after the  shorter
maturity classes have been retired.
 
CMO's  are issued by entities that operate  under orders from the Securities and
Exchange Commission (the SEC) exempting such issuers from the provisions of  the
1940  Act. Until recently, the staff of the SEC had taken the position that such
issuers were investment  companies and  that, accordingly, an  investment by  an
investment  company (such as the  Series) in the securities  of such issuers was
subject to  limitations imposed  by Section  12  of the  1940 Act.  However,  in
reliance  on  a  recent  SEC  staff interpretation,  the  Series  may  invest in
securities  issued  by  certain  "exempted   issuers"  without  regard  to   the
limitations  of Section 12 of the 1940 Act. In its interpretation, the SEC staff
defined "exempted issuers"  as unmanaged,  fixed asset issuers  that (a)  invest
primarily  in mortgage-backed securities, (b) do not issue redeemable securities
as defined  in Section  2(a)(32) of  the  1940 Act,  (c) operate  under  general
exemptive  orders exempting them from "all provisions of the [1940] Act" and (d)
are not registered or regulated under the 1940 Act as investment companies.
 
                                       33
<PAGE>
There are many  classes of  CMOs. There  are IOs,  which entitle  the holder  to
receive  distributions consisting solely or primarily of all or a portion of the
interest in Mortgage Assets. There are  also "POs," which entitle the holder  to
receive  distributions consisting solely or primarily of all or a portion of the
principal of the  underlying pool  of Mortgage  Assets. In  addition, there  are
"inverse floaters," which have a coupon rate that moves in the reverse direction
to an applicable index, and accrual (or "Z") bonds, which are described below.
 
As to IOs, POs, inverse floaters, and accrual bonds, not more than 5% of the net
assets  of each of U.S. Government Securities Series, Diversified Income Series,
Global Bond Series,  High Yield  Series, Asset Allocation  Series, Global  Asset
Allocation  Series and International Stock Series will be invested in any one of
these items at any one time, and no more  than 10% of the net assets of each  of
such  series will be invested in all such  obligations at any one time. Not more
than 5% of the Global Growth Series' net assets collectively will be invested in
such obligations at any time.
 
Inverse floating CMOs are typically more volatile than fixed or adjustable  rate
tranches of CMOs. Investments in inverse floating CMOs would be purchased by the
Series  to attempt to  protect against a  reduction in the  income earned on the
Series' investments due  to a  decline in interest  rates. The  Series would  be
adversely  affected by the purchase of such CMOs  in the event of an increase in
interest rates since  the coupon rate  thereon will decrease  as interest  rates
increase, and, like other mortgage-backed securities, the value will decrease as
interest rates increase.
 
The  cash flows and yields  on IO and PO classes  are extremely sensitive to the
rate of principal  payments (including  prepayments) on  the related  underlying
pool  of mortgage loans  or mortgage-backed securities  ("Mortgage Assets"). For
example, a rapid or slow rate of principal payments may have a material  adverse
effect  on the yield to maturity of  IOs or POs, respectively. If the underlying
Mortgage Assets experience  greater than anticipated  prepayments of  principal,
the  holder of an IO may incur substantial losses, even if the IO class is rated
AAA. Conversely,  if  the  underlying Mortgage  Assets  experience  slower  than
anticipated  prepayments of principal, the yield and market value for the holder
of a PO will be affected more severely than would be the case with a traditional
Mortgage Backed Security.
 
However, if interest  rates were  expected to  rise, the  value of  an IO  might
increase  and may partially offset other bond  value declines, and if rates were
expected to fall, the inclusion of POs could balance lower reinvestment rates.
 
An accrual or "Z" bond holder is not entitled to receive cash payments until one
or more other classes  of the CMO have  been paid in full  from payments on  the
mortgage  loans underlying the CMO. During the period in which cash payments are
not being made on the Z tranche, interest  accrues on the Z tranche at a  stated
rate, and this accrued interest is added to the amount of principal which is due
to  the holder of the Z tranche. After the other classes have been paid in full,
cash payments  are  made  on  the  Z  tranche  until  its  principal  (including
previously  accrued interest which  was added to  principal, as described above)
and accrued interest at the stated rate  have been paid in full. Generally,  the
date  upon which cash  payments begin to be  made on a Z  tranche depends on the
rate at which the mortgage loans underlying  the CMO are prepaid, with a  faster
prepayment  rate resulting in an earlier commencement  of cash payments on the Z
tranche. Like a zero coupon bond, during  its accrual period the Z tranche of  a
CMO  has the advantage of eliminating  the risk of reinvesting interest payments
at lower rates during a period of  declining market interest rates. At the  same
time, however, and also like a zero coupon bond, the market value of a Z tranche
can  be expected to fluctuate more widely  with changes in market interest rates
than would the market value of a tranche which pays interest currently.  Changes
in  market interest rates also can be  expected to influence prepayment rates on
the mortgage loans underlying the CMO of which  a Z tranche is a part. As  noted
above,  such changes  in prepayment  rates will  affect the  date at  which cash
payments begin to be made on a Z tranche, and therefore also will influence  its
market value.
 
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 by  the issuer 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
Fortis  Series. Because investments in  mortgage-related securities are interest
sensitive, the ability  of the issuer  to reinvest or  to reinvest favorably  in
underlying  mortgages may be limited by government regulation or tax policy. For
example, action by the Board of Governors of the Federal Reserve System to limit
the growth of the  nation's money supply  may cause interest  rates to rise  and
thereby  reduce the volume of  new residential mortgages. Additionally, although
mortgages and mortgage-related securities are  generally supported by some  form
of government or private guarantees and/or insurance, there is no assurance that
private guarantors or insurers will be able to meet their obligations.
 
SECURITIES OF FOREIGN COMPANIES
 
In  certain  countries,  governmental  restrictions  and  other  limitations  on
investment may affect  the maximum  percentage of  equity ownership  in any  one
company.  In addition, in some instances  only special classes of securities may
be purchased by foreigners,  and the market prices,  liquidity, and rights  with
respect  to  those securities  may vary  from shares  owned by  nationals. Money
Market Series, U.S.  Government Securities Series,  and Asset Allocation  Series
each  may invest in securities of, or guaranteed by, the Government of Canada, a
Province of Canada, or any  instrumentality or political subdivision thereof  in
an  amount not  exceeding 25%  of the  value of  its total  assets. Money Market
Series and Asset Allocation Series each may  invest up to an additional 15%  and
20%,  respectively of its total assets in securities of foreign companies (which
does not include  domestic branches  of foreign  banks and  foreign branches  of
domestic  banks), provided  that no  more than  15% of  Asset Allocation Series'
total assets  may be  invested in  foreign  securities that  are not  traded  on
national  foreign securities exchanges or traded  in the United States. However,
these Series each 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.  High Yield  Series,
Value Series, Growth & Income Series, Growth Stock Series, and Aggressive Growth
Series  each may invest up  to 10% of its total  assets in securities of foreign
governments and companies.
 
Investing in foreign securities may result in greater risk than that incurred by
investing in domestic securities. See "Risk Factors."
 
REPURCHASE AGREEMENTS
 
Each of the Series may invest  in repurchase agreements. A repurchase  agreement
is  an instrument under which securities are purchased from a bank or securities
dealer with  an  agreement by  the  seller to  repurchase  the securities  at  a
mutually  agreed  upon date,  interest  rate, and  price.  Generally, repurchase
agreements are of short duration--usually less than a week, but on occasion  for
longer  periods. Each  of the  Money Market  Series, U.S.  Government Securities
Series, Diversified Income Series, Global Bond Series, Asset Allocation  Series,
Global  Asset Allocation Series, Growth Stock  Series, Global Growth Series, and
International Stock Series, will limit  its investment in repurchase  agreements
with a maturity of more than seven days to 10% of its net assets (subject to the
collective limitations
 
                                       34
<PAGE>
regarding  restricted or illiquid  securities set forth  below). In investing in
repurchase agreements, a Series' risk is limited to the ability of such bank  or
securities  dealer  to  pay  the  agreed upon  amount  at  the  maturity  of the
repurchase agreement. In the opinion of  management, such risk is not  material;
if  the other party defaults, the underlying security constitutes collateral for
the obligation to pay--although the Series may incur certain delays in obtaining
direct ownership of the collateral, plus costs in liquidating the collateral. In
the event a  bank or  securities dealer  defaults on  the repurchase  agreement,
management  believes that, barring extraordinary  circumstances, the Series will
be entitled  to sell  the underlying  securities or  otherwise receive  adequate
protection  (as defined in the federal Bankruptcy Code) for its interest in such
securities. To the extent that proceeds from  any sale upon a default were  less
than  the repurchase price, the  Series could suffer a  loss. If the Series owns
underlying securities  following  a default  on  the repurchase  agreement,  the
Series  will be subject to  risk associated with changes  in the market value of
such securities. The Series' custodian  will hold the securities underlying  any
repurchase  agreement or such securities may be part of the Federal Reserve Book
Entry System.  The market  value  of the  collateral underlying  the  repurchase
agreement  will be determined  on each business  day. If at  any time the market
value of  the collateral  falls below  the repurchase  price of  the  repurchase
agreement  (including any  accrued interest),  the Series  will promptly receive
additional collateral (so the total collateral is in an amount at least equal to
the repurchase price plus  accrued interest). The Board  of Directors of  Fortis
Series  (the  "Board of  Directors") evaluates  the creditworthiness  of issuers
which are securities dealers.
 
U.S. Government Securities  Series will  only execute  repurchase agreements  in
which  the  underlying security  meets the  criteria  of the  Series' investment
policies. U.S. Government  Securities Series will  limit transactions  involving
repurchase  agreements to domestic commercial banks and/or recognized dealers in
United States  government securities  believed by  Advisers to  present  minimum
credit risks.
 
REVERSE REPURCHASE AGREEMENTS
 
The  S&P 500 Index Series  may enter into reverse  repurchase agreements to meet
redemption requests where the liquidation  of portfolio securities is deemed  by
such  Series to be inconvenient or disadvantageous. Although the Blue Chip Stock
Series has no such current intention, in the foreseeable future, of engaging  in
reverse  repurchase  agreements,  it  reserves  the  right  to  do  so.  Reverse
repurchase agreements are ordinary  repurchase agreements in  which a Series  is
the seller of, rather than the investor in, securities, and agrees to repurchase
them at an agreed upon time and price. Use of a reverse repurchase agreement may
be  preferable to a regular sale and  later repurchase of the securities because
it avoids  certain market  risks  and transaction  costs. A  reverse  repurchase
agreement may be viewed as a type of borrowing by the Series.
 
EXTENDIBLE NOTES
 
Money  Market Series,  Global Bond Series,  Asset Allocation  Series, and Global
Asset Allocation Series each are permitted to  invest up to 25% of the value  of
its  total assets in extendible notes. An  extendible note is a debt arrangement
under which  the holder,  at its  option, may  require the  issuer, typically  a
financial  or an industrial concern, to  repurchase the note for a predetermined
fixed price at  one or more  times prior to  the ultimate maturity  date of  the
note.  Typically, an extendible note  is issued at an  interest rate that can be
adjusted at fixed times throughout its term.  At the same times as the  interest
rate  is adjusted by the  issuer, the holder of the  note is typically given the
option to "put" the note back to  the issuer at a predetermined price (e.g.,  at
100%  of the outstanding  principal amount plus unpaid  accrued interest) if the
extended interest rate is undesirable to the holder. This option to put the note
back to the issuer (i.e., to require the issuer to repurchase the note) provides
the holder  with an  optional maturity  date  that is  shorter than  the  actual
maturity date of the note.
 
Extendible notes are typically issued with maturity dates in excess of 13 months
from  the date  of issuance.  If such extendible  notes provide  for an optional
maturity date of 13 months or less, however, then such notes are deemed by these
Series to have been issued for the shorter optional maturity date.  Accordingly,
investment  in  such  extendible notes  would  not  be in  contravention  of the
investment policy of the  Series not to invest  in securities having a  maturity
date  in  excess  of 13  months  from  the date  of  acquisition.  Investment in
extendible notes is  not expected  to have a  material impact  on the  effective
portfolio maturity of these Series.
 
An  investment in an  extendible note is liquid,  and the note  may be resold to
another investor prior to  its optional maturity date  at its market value.  The
market  value  of an  extendible note  with  a given  optional maturity  date is
determined and fluctuates in  a similar manner  to the market  value of a  fixed
maturity  note  with  a maturity  equivalent  to  the optional  maturity  of the
extendible note.  Compared to  fixed-term  notes of  the same  issuer,  however,
extendible  notes  with equivalent  optional  maturities generally  yield higher
returns without a material increase in risk to the Series buying them.
 
The creditworthiness of  the issuers of  the extendible notes  is monitored  and
rated  by Moody's Investor Service ("Moody's")  and by Standard & Poor's Ratings
Services ("S&P"), and investments by these  Series in such extendible notes  are
restricted  to notes with the  same investment ratings as  are acceptable to the
Series with respect to other forms  of investment. The creditworthiness of  such
issuers  is also monitored  by Advisers (as  well as the  sub-adviser for Global
Bond Series and Global Asset Allocation Series).
 
DELAYED DELIVERY TRANSACTIONS
 
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.
 
DOLLAR ROLLS
 
In connection with  their ability  to purchase  securities on  a when-issued  or
forward  commitment basis, each Series other than Money Market Series and Growth
Stock Series may enter  into "dollar rolls" in  which a Series sells  securities
for  delivery in  the current month  and simultaneously contracts  with the same
counterparty to  repurchase similar  (same type,  coupon and  maturity) but  not
identical  securities on a specified future date. Each Series gives up the right
to receive principal  and interest paid  on the securities  sold. However,  each
Series  would benefit to the extent of any difference between the price received
for the securities sold and the lower forward price for the future purchase plus
any fee income  received. Unless  such benefits  exceed the  income and  capital
appreciation that would have been realized on the securities sold as part of the
dollar  roll, the use of this technique will diminish the investment performance
of each Series compared with what  such performance would have been without  the
use  of dollar rolls. Each Series will hold and maintain in a segregated account
until the settlement date cash or any security that is not considered restricted
or illiquid  in an  amount equal  to the  value of  the when-issued  or  forward
commitment  securities. The  benefits derived from  the use of  dollar rolls may
depend, among other  things, upon  Adviser's (or the  sub-adviser's) ability  to
predict interest rates correctly. There is no assurance that dollar rolls can be
successfully  employed. In addition, the  use of dollar rolls  by a Series while
remaining substantially fully invested increases the
 
                                       35
<PAGE>
amount of each Series' assets that are subject to market risk to an amount  that
is  greater than each Series'  net asset value, which  could result in increased
volatility of the price of each Series' shares.
 
LENDING OF PORTFOLIO SECURITIES
 
Consistent with applicable regulatory requirements, the Global Bond Series, High
Yield Series,  Global Asset  Allocation Series,  Value Series,  Growth &  Income
Series,  S&P 500  Index Series,  Blue Chip  Stock Series,  Global Growth Series,
International Stock  Series,  and  Aggressive  Growth  Series,  may  lend  their
portfolio  securities  (principally  to  broker-dealers)  where  such  loans are
callable at any  time and  are continuously  secured by  collateral (cash,  U.S.
government  securities, certificates of deposit, or other high-grade, short-term
obligations or  interest-bearing cash  equivalents) equal  to no  less than  the
market  value,  determined daily,  of the  securities  loaned. Such  Series will
receive amounts equal to dividends or  interest on the securities loaned.  These
Series  will also earn income  for having made the  loan. Such Series will limit
such lending to not more than 10% of the value of each such Series' total assets
and Global Growth Series  will limit such  lending to not more  than 30% of  the
value  of its total assets  (for each such Series,  including the amount lent as
well as the collateral securing such loans). Where voting or consent rights with
respect to loaned securities  pass to the borrower,  management will follow  the
policy of calling the loan, in whole or in part as may be appropriate, to permit
the  exercise of  such voting or  consent rights  if the issues  involved have a
material effect on such Series investment  in the securities loaned. Apart  from
lending  its securities, investing in  repurchase agreements, and acquiring debt
securities,  as  described  in  the  Prospectus  and  Statement  of   Additional
Information, these Series will not make loans to other persons.
 
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.
 
OPTIONS
 
As provided below, in order to protect  against declines in the value of  Series
securities  or increases in the costs of  securities to be acquired and in order
to increase the  gross income  of the Global  Growth Series,  the Global  Growth
Series  may enter into transactions  in options on a  variety of instruments and
indices. The types of instruments to be purchased and sold are further described
in the Appendix  of this Statement  of Additional Information,  which should  be
read in conjunction with the following sections.
 
OPTIONS  ON SECURITIES. The Global Bond  Series, High Yield Series, Global Asset
Allocation Series, Blue Chip Stock  Series, Global Growth Series,  International
Stock Series, Value Series, Growth & Income Series, and Aggressive Growth Series
may  write (sell) covered call and covered put options and purchase call and put
options on securities (provided that  International Stock Series and  Aggressive
Growth  Series will  write and  purchase options  only on  equity securities and
Global Bond Series and High Yield Series will write and purchase options only on
debt securities). Where such Series write an option which expires unexercised or
is closed out by such Series at a profit, it will retain all or a portion of the
premium received for the option, which  will increase its gross income and  will
offset  in part the  reduced value of  any such Series'  security underlying the
option, or the  increased cost  of such Series'  securities to  be acquired.  In
contrast,  however, if the  price of the underlying  security moves adversely to
such Series'  position, the  option may  be exercised  and such  Series will  be
required to purchase or sell the underlying security at a disadvantageous price,
which may only be partially offset by the amount of the premium, if at all. Such
Series may also write combinations of put and call options on the same security,
known  as "straddles." Such transactions  can generate additional premium income
but also present increased risk.
 
Such Series may  also purchase  put or call  options in  anticipation of  market
fluctuations which may adversely affect the value of its portfolio or the prices
of  securities that such Series wants to purchase  at a later date. In the event
that the expected market fluctuations occur,  such Series may be able to  offset
the  resulting adverse effect on its portfolio, in whole or in part, through the
options purchased.  The  premium  paid  for  a  put  or  call  option  plus  any
transaction  costs will reduce the benefit, if any, realized by such Series upon
exercise or liquidation of the option,  and, unless the price of the  underlying
security  changes  sufficiently, the  option may  expire  without value  to such
Series.
 
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
 
FUTURES CONTRACTS.  The Global  Bond  Series, High  Yield Series,  Global  Asset
Allocation   Series,  Blue  Chip   Stock  Series,  Global   Growth  Series,  and
International Stock Series may enter  into interest rate futures contracts.  The
Global  Bond Series,  Global Asset  Allocation Series,  Blue Chip  Stock Series,
Global Growth Series, International Stock Series, Value Series, Growth &  Income
Series,  and  Aggressive  Growth  Series  may  enter  into  stock  index futures
contracts for  hedging purposes.  The  Global Bond  Series, High  Yield  Series,
Global  Asset Allocation Series,  Blue Chip Stock  Series, Global Growth Series,
International Stock Series,  and Aggressive  Growth Series may  also enter  into
foreign  currency futures contracts. (Unless  otherwise specified, interest rate
futures contracts, stock  index futures contracts  and foreign currency  futures
contracts are collectively referred to as "Futures Contracts.")
 
Purchases  or sales  of stock  index futures  contracts are  used to  attempt to
protect current or intended stock  investments from broad fluctuations in  stock
prices.  Interest rate and  foreign currency futures  contracts are purchased or
sold to  attempt to  hedge against  the  effects of  interest or  exchange  rate
changes  on a Series' current or intended investments in fixed income or foreign
securities. In the event that an anticipated decrease in the value of a  Series'
securities  occurs as  a result  of a  general stock  market decline,  a general
increase in  interest  rates,  or a  decline  in  the dollar  value  of  foreign
currencies in which portfolio securities are denominated, the adverse effects of
such changes may be offset, in whole or in part, by gains on the sale of Futures
Contracts.  Conversely,  the  increased  cost  of  a  Series'  securities  to be
acquired, caused by a  general rise in  the stock market,  a general decline  in
interest  rates, or  a rise in  the dollar  value of foreign  currencies, may be
offset, in whole or  in part, by  gains on Futures  Contracts purchased by  such
Series. The Series will incur brokerage fees when it purchases and sells Futures
Contracts, and it will be required to make and maintain margin deposits.
 
OPTIONS  ON FUTURES CONTRACTS. The Global Bond Series, High Yield Series, Global
Asset Allocation Series, Blue Chip Stock  Series, and Global Growth Series,  may
purchase  and write options to  buy or sell interest  rate futures contracts. In
addition, the Global  Asset Allocation  Series, Blue Chip  Stock Series,  Global
Growth Series, International Stock Series, Value Series, Growth & Income Series,
and  Aggressive Growth  Series, may  purchase and  write options  on stock index
futures contracts.  The Global  Bond  Series, High  Yield Series,  Global  Asset
Allocation  Series, Blue Chip Stock  Series, Global Growth Series, International
Stock Series, and  Aggressive Growth Series  may purchase and  write options  on
foreign  currency  futures contracts.  (Unless  otherwise specified,  options on
interest rate futures contracts, options  on stock index futures contracts,  and
options  on foreign currency  futures contracts are  collectively referred to as
"Options on Futures Contracts.")  Such investment strategies will  be used as  a
hedge and not for speculation.
 
                                       36
<PAGE>
Put  and call  Options on  Futures Contracts  may be  traded by  the Global Bond
Series, High Yield Series,  Value Series, Growth &  Income Series, Global  Asset
Allocation  Series, Blue Chip Stock  Series, Global Growth Series, International
Stock Series, and Aggressive Growth Series in order to protect against  declines
in  the values  of such Series  securities or  against increases in  the cost of
securities to be acquired. Purchases of Options on Futures Contracts may present
less risk  in  hedging than  the  purchase or  sale  of the  underlying  Futures
Contracts  since the potential loss is limited to the amount of the premium plus
related transaction  costs.  The writing  of  such options,  however,  does  not
present less risk than the trading of futures contracts and will constitute only
a  partial hedge, up to the amount of the premium received, and, if an option is
exercised, these Series may suffer a loss on the transaction.
 
FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS
 
For a discussion of foreign currency forward exchange contracts, see "Investment
Policies, Restrictions, and  Risks Applicable to  More Than One  Series--Foreign
Currency Forward Exchange Contracts" in the Prospectus.
 
OPTIONS ON FOREIGN CURRENCIES. The Global Bond Series, High Yield Series, Global
Asset   Allocation  Series,  Blue  Chip  Stock  Series,  Global  Growth  Series,
International Stock Series, and Aggressive Growth Series may purchase and  write
put and call options on foreign currencies for the purpose of protecting against
declines  in  the  dollar  value of  foreign  portfolio  securities  and against
increases in the dollar  cost of foreign  securities to be  acquired. As in  the
case  of other types  of options, however,  the writing of  an option on foreign
currency will constitute only a partial hedge,  up to the amount of the  premium
received,  and  these  Series could  be  required  to purchase  or  sell foreign
currencies at  disadvantageous exchange  rates,  thereby incurring  losses.  The
purchase  of an  option on  foreign currency  may constitute  an effective hedge
against fluctuations in exchange rates, although, in the event of rate movements
adverse to  such Series'  position, it  may  forfeit the  entire amount  of  the
premium  plus  related transaction  costs. As  in the  case of  foreign currency
forward exchange contracts,  certain options  on foreign  currencies are  traded
over-the-counter  and involve  risks which  may not  be present  in the  case of
exchange-traded instruments.
 
SEGREGATED ACCOUNTS
 
To comply with the 1940 Act, a Series engaging in certain transactions involving
options, futures, reverse  repurchase agreements, delayed  delivery and  forward
contracts  on foreign  currencies will "cover"  its positions  by establishing a
segregated account. These segregated accounts will be established and maintained
with the Fortis Series'  custodian and will contain  only liquid assets such  as
cash, or any security that is not considered restricted or illiquid.
 
RESTRICTED OR ILLIQUID SECURITIES
 
As  fundamental  policies,  each of  the  Money Market  Series,  U.S. Government
Securities Series,  Diversified  Income  Series, Asset  Allocation  Series,  and
Growth  Stock Series may invest up to 5%,  and Global Growth Series up to 10% of
its total assets (at the time of investment) in securities which such Series may
not be free to sell to the public without registration under the Securities  Act
of 1933 (or in the case of Global Growth Series, registered under the applicable
securities laws of the country in which such securities are traded) ("restricted
securities"). The Global Bond Series, High Yield Series, Global Asset Allocation
Series,  Value Series, Growth &  Income Series, S&P 500  Index Series, Blue Chip
Stock Series, International Stock Series, and Aggressive Growth Series each have
nonfundamental policies  prohibiting  investment  of  more  than  15%  of  their
respective  net assets in illiquid securities. These restrictions do not include
securities which may be resold  to qualified institutional buyers in  accordance
with  the provisions of Rule  144A under the Securities  Act of 1933 ("Rule 144A
securities").
 
The staff of the Securities and Exchange Commission has taken the position  that
the  liquidity  of Rule  144A securities  in  the portfolio  of a  fund offering
redeemable securities is a question of fact  for a board of directors of such  a
fund  to determine,  based upon  a consideration  by such  board of  the readily
available trading markets and a review of any contractual restrictions. The  SEC
staff   also   acknowledges  that,   while   such  a   board   retains  ultimate
responsibility, it may delegate this function to the fund's investment  adviser.
At  the present time, it  is not possible to  predict with assurance exactly how
the market for  Rule 144A securities  will develop. A  Rule 144A security  which
when  purchased enjoyed a  fair degree of  marketability may subsequently become
illiquid, thereby adversely affecting the liquidity of the Series' portfolio.
 
WARRANTS OR RIGHTS
 
Warrants or rights may  be acquired by the  Global Asset Allocation Series,  S&P
500  Index  Series,  Global Growth  Series,  and International  Stock  Series in
connection with other securities or separately and provide such Series with  the
right  to purchase at a later date other securities of the issuer. Each of these
Series has undertaken that its investments in warrants or rights, valued at  the
lower  of cost or market, will not exceed 5%  of the value of its net assets and
not more than 2% of  such assets will be invested  in warrants and rights  which
are not listed on established stock exchanges, such as the London, Tokyo, or New
York  Stock Exchanges. Warrants  or rights acquired  by such Series  in units or
attached to securities will be  deemed to be without  value for purpose of  this
restriction.
 
SHORT SALES AGAINST THE BOX
 
Each  of  the Global  Bond Series,  High Yield  Series, Global  Asset Allocation
Series, Value  Series, Growth  & Income  Series, S&P  500 Index  Series,  Global
Growth Series, International Stock Series, and Aggressive Growth Series may sell
a  security to the extent such Series contemporaneously owns or has the right to
obtain  securities  identical  to  those  sold  short  without  payment  of  any
additional  consideration. Such  a short  sale is  referred to  as a  short sale
"against the  box." The  aggregate  market value  of the  underlying  securities
subject  to all outstanding short  sales may not exceed 5%  of the net assets of
the Series.
 
INVESTMENT RESTRICTIONS
 
Certain investment restrictions are fundamental  to the operation of the  Series
and  may not be changed except with the approval of the holders of a majority of
the outstanding shares of  the Series affected. For  this purpose, "majority  of
the  outstanding  voting  securities"  means  the  lesser  of  (i)  67%  of  the
outstanding shares of the affected Series present at the meeting of shareholders
if more than 50% of the outstanding shares of the affected Series are present in
person or by  proxy, or  (ii) more  than 50% of  the outstanding  shares of  the
affected  Series. For a discussion of  contract owner voting privileges, see the
accompanying Prospectus pertaining to the Contract.
 
INVESTMENT RESTRICTIONS  OF  MONEY  MARKET SERIES,  U.S.  GOVERNMENT  SECURITIES
SERIES,  DIVERSIFIED INCOME  SERIES, ASSET  ALLOCATION SERIES,  AND GROWTH STOCK
SERIES. As a result of the following fundamental investment restrictions, except
as otherwise  noted  below,  Money Market  Series,  U.S.  Government  Securities
Series,  Diversified Income  Series, Asset  Allocation Series,  and Growth Stock
Series will not:
 
   (1) Purchase securities on margin or  otherwise borrow money or issue  senior
securities, except that Diversified Income Series,
 
                                       37
<PAGE>
U.S.  Government Securities  Series and  Asset Allocation  Series, in accordance
with their  investment objectives  and policies,  may purchase  securities on  a
when-issued  and delayed delivery basis, within the limitations set forth in the
Prospectus and  Statement  of Additional  Information.  Fortis Series  may  also
obtain  such  short-term credit  as  it needs  for  the clearance  of securities
transactions, and  may borrow  from a  bank,  for the  account of  Money  Market
Series,  U.S.  Government Securities  Series,  Diversified Income  Series, Asset
Allocation Series, and Growth Stock Series, as a temporary measure to facilitate
redemptions (but  not for  leveraging or  investment) an  amount that  does  not
exceed  10% of the value of the Series' total assets. Investment securities will
not be purchased for a Series while outstanding bank borrowings exceed 5% of the
value of such Series' total assets.
 
   (2) Write, purchase or sell puts, calls or combinations thereof.
 
   (3) Mortgage,  pledge or  hypothecate its  assets, except  in an  amount  not
exceeding  10% of the value of its total assets to secure temporary or emergency
borrowing.
 
   (4) Invest in commodities or commodity contracts.
 
   (5) Act  as an  underwriter of  securities of  other issuers,  except to  the
extent  that, in connection with the disposition of portfolio securities, Fortis
Series may be deemed an underwriter under applicable laws.
 
   (6) Participate on a  joint or a  joint and several  basis in any  securities
trading account.
 
   (7) Invest in real estate, except a Series may invest in securities issued by
companies owning real estate or interests therein.
 
   (8)  Makes loans to other persons.  Repurchase agreements and the purchase of
publicly traded  debt obligations  are not  considered to  be "loans"  for  this
purpose  and may be entered into or purchased by a Series in accordance with its
investment objectives and policies.
 
   (9) Concentrate its investments in  any particular industry, except that  (i)
it  may invest  up to 25%  of the  value of its  total assets  in any particular
industry, and  (ii)  there is  no  limitation  with respect  to  investments  in
obligations issued or guaranteed by the United States Government or its agencies
and  instrumentalities,  or  obligations  of domestic  commercial  banks.  As to
utility  companies,  gas,  electric,  water  and  telephone  companies  will  be
considered  as  separate  industries.  As to  finance  companies,  the following
categories will be  considered as  separate industries:  (a) captive  automobile
finance,  such as General  Motors Acceptance Corp. and  Ford Motor Credit Corp.;
(b) captive equipment finance companies,  such as Honeywell Finance  Corporation
and General Electric Credit Corp.; (c) captive retail finance companies, such as
Macy  Credit  Corp.  and  Sears  Roebuck  Acceptance  Corp.;  (d)  consumer loan
companies,  such  as  Beneficial  Finance  Corporation  and  Household   Finance
Corporation;  (e)  diversified finance  companies such  as CIT  Financial Corp.,
Commercial Credit Corporation and Borg Warner Acceptance Corp.; and (f)  captive
oil  finance companies, such as  Shell Credit, Inc., Mobil  Oil Credit Corp. and
Texaco Financial Services, Inc. [For purposes of this restriction, securities of
each foreign government will be considered a separate "industry".]
 
  (10) Purchase from  or sell to  any officer, director,  or employee of  Fortis
Series,  or its adviser or  underwriter, or any of  their officers or directors,
any securities other than shares of Fortis Series' common stock.
 
  (11) Make short sales, except for sales "against the box." While a short  sale
is  made by selling a security the Series does not own, a short sale is "against
the box" to the extent that the  Series contemporaneously owns or has the  right
to obtain securities identical to those sold short at no added cost.
 
  (12)  Invest more than 5% of the value of its assets in restricted securities.
(Securities sold under  Section 4(2) of  the Securities Act  of 1933 (the  "1933
Act") that are eligible for resale pursuant to Rule 144A under the 1933 Act that
have  been determined to be  liquid by the Board  of Directors or the investment
adviser subject  to  the  oversight  of  the Board  of  Directors  will  not  be
considered  to  be  "restricted securities"  and  will  not be  subject  to this
limitation.)
 
The following investment restrictions may be  changed by the Board of  Directors
without shareholder approval.
 
The  Money Market Series, U.S.  Government Securities Series, Diversified Income
Series, Asset Allocation Series, and Growth Stock Series will not:
 
   (1) Purchase securities of other investment companies.
 
   (2) Invest in a company for the purposes of exercising control or management.
 
   (3) Buy or  sell foreign exchange,  except as incidental  to the purchase  or
sale of permissible foreign investments.
 
   (4)  Investment in securities  which would expose  such Series to liabilities
exceeding the amount invested.
 
   (5) Invest in  interests (including  partnership interests) in  oil, gas,  or
other  mineral exploration  or development programs,  except it  may purchase or
sell securities issued by  corporations engaging in oil,  gas, or other  mineral
exploration or development business.
 
   (6)  Purchase or retain  the securities of  any issuer if  those officers and
directors  of  Fortis  Series  or  its  investment  adviser  owning   (including
beneficial ownership) individually more than 1/2 of 1% of the securities of such
issuer  together  own  (including  beneficial ownership)  more  than  5%  of the
securities of such issuer.
 
   (7) Invest more than an aggregate of 10% of the value of its total assets  in
restricted  securities (both  debt and  equity) or  in equity  securities of any
issuer which are not readily marketable. (Securities sold under Section 4(2)  of
the  1933 Act that are eligible for resale  pursuant to Rule 144A under the 1933
Act that have  been determined to  be liquid by  the Board of  Directors or  the
investment  adviser subject to the oversight of  the Board of Directors will not
be considered to be "restricted securities" or "debt or equity securities of any
issuer which  are  not readily  marketable"  and will  not  be subject  to  this
limitation.)
 
INVESTMENT  RESTRICTIONS OF  HIGH YIELD  SERIES, VALUE  SERIES, GROWTH  & INCOME
SERIES, AND AGGRESSIVE GROWTH SERIES. As  a result of the following  fundamental
investment  restrictions, except  as otherwise  noted below,  High Yield Series,
Growth & Income Series, and Aggressive Growth Series will not:
 
   (1) Concentrate its investments in  any particular industry, except that  (i)
it  may invest  up to 25%  of the  value of its  total assets  in any particular
industry, and  (ii)  there is  no  limitation  with respect  to  investments  in
obligations issued or guaranteed by the United States Government or its agencies
and  instrumentalities,  or  obligations  of domestic  commercial  banks.  As to
utility  companies,  gas,  electric,  water  and  telephone  companies  will  be
considered  as  separate  industries.  As to  finance  companies,  the following
categories will be  considered as  separate industries:  (a) captive  automobile
finance,  such as General  Motors Acceptance Corp. and  Ford Motor Credit Corp.;
(b) captive equipment finance companies,  such as Honeywell Finance  Corporation
and General Electric Credit Corp.; (c) captive retail finance companies, such as
Macy  Credit  Corp.  and  Sears  Roebuck  Acceptance  Corp.;  (d)  consumer loan
companies,  such  as  Beneficial  Finance  Corporation  and  Household   Finance
Corporation;  (e)  diversified finance  companies such  as CIT  Financial Corp.,
Commercial Credit Corporation and Borg Warner Acceptance Corp.; and (f)  captive
oil  finance companies, such as  Shell Credit, Inc., Mobil  Oil Credit Corp. and
Texaco Financial Services, Inc.
 
                                       38
<PAGE>
   (2) Purchase or sell physical  commodities (such as grains, livestock,  etc.)
or  futures or options contracts  thereon. However, it may  purchase or sell any
forms of financial instruments or contracts that might be deemed commodities.
 
   (3) Invest directly in real estate or interests in real estate; however,  the
Series may invest in interests in real estate investment trusts, debt securities
secured by real estate or interests therein, or debt or equity securities issued
by companies which invest in real estate or interests therein.
 
   (4) Mortgage, pledge, hypothecate, or in any manner transfer, as security for
indebtedness,  any securities  owned or held  by the Series,  provided that this
restriction shall not apply to the transfer of securities in connection with any
permissible  borrowing  or  to   collateral  arrangements  in  connection   with
permissible activities.
 
   (5)  Act as  an underwriter  of securities  of other  issuers, except  to the
extent that, in  connection with  the disposition of  portfolio securities,  the
Series may be deemed an underwriter under applicable laws.
 
   (6) Purchase securities on margin, except that the Series, in accordance with
its   investment  objectives  and   policies,  may  purchase   securities  on  a
when-issued, delayed delivery or forward  commitment basis. The Series may  also
obtain  such  short-term credit  as  it needs  for  the clearance  of securities
transactions and may make margin deposits in connection with futures contracts.
 
   (7) Make short sales, except for sales "against the box." While a short  sale
is  made by selling a security the Series does not own, a short sale is "against
the box" to the  extent the Series  contemporaneously owns or  has the right  to
obtain  securities  identical  to  those  sold  short  without  payment  of  any
additional consideration.
 
   (8) Make  loans  to other  persons,  except: (i)  each  Series may  lend  its
portfolio  securities in  an amount not  to exceed 33  1/3% of the  value of its
total assets if  such loans  are secured  by collateral  equal to  at least  the
market  value of  the securities  lent, provided  that such  collateral shall be
limited to cash, securities issued or  guaranteed by the U.S. Government or  its
agencies  or  instrumentalities, certificates  of  deposit or  other high-grade,
short-term obligations or  interest-bearing cash  equivalents; and  (ii) it  may
purchase  debt securities through private  placements (restricted securities) in
accordance with the Series' investment objectives and policies.
 
   (9) Issue senior securities (as  defined in the 1940  Act) other than as  set
forth  in restriction #10 below and except  to the extent that using options and
futures contracts or purchasing or selling securities on a when issued,  delayed
delivery  or  forward  commitment basis  (including  the entering  into  of roll
transactions) may be deemed to constitute issuing a senior security.
 
  (10) Borrow money except from banks for temporary or emergency purposes not in
excess of 33 1/3% of the value of the Series' total assets. The Series will  not
purchase  securities while borrowings (including  "roll" transactions) in excess
of 5% of total assets are outstanding. In the event that the asset coverage  for
the  Series' borrowings falls  below 300%, the Series  will reduce, within three
days (excluding Sundays and holidays), the amount of its borrowings in order  to
provide for 300% asset coverage.
 
The  following  non-fundamental investment  restrictions may  be changed  by the
Board of Directors without shareholder approval.
 
The High Yield  Series, Value  Series, Growth  & Income  Series, and  Aggressive
Growth Series will not:
 
   (1)  Invest more than  5% of the value  of its total  assets in securities of
other investment companies, except in  connection with a merger,  consolidation,
acquisition,  or reorganization; provided that the  Series shall not purchase or
otherwise acquire more  than 3%  of the total  outstanding voting  stock of  any
other  investment company.  (Since each Series  indirectly absorbs  its pro rata
share of the other investment companies' expenses through the return received on
these securities, "double" investment advisory fees in effect are paid on  those
portfolio  assets  invested in  shares of  other investment  companies. However,
management believes that  at times the  return and liquidity  features of  these
securities will be more beneficial to the Series than other types of securities,
and  that the indirect absorption  of these expenses has  a de minimis effect on
the Series' return.)
 
   (2) Invest in a company for the purposes of exercising control or management.
 
   (3) Invest in interests (including  partnership interests or leases) in  oil,
gas, or other mineral exploration or development programs, except the Series may
purchase  or sell  securities issued  by corporations  engaging in  oil, gas, or
other mineral exploration or development business.
 
   (4) Purchase or  retain the securities  of any issuer  if those officers  and
directors   of  Fortis  Series  or  its  investment  adviser  owning  (including
beneficial ownership) individually more than 1/2 of 1% of the securities of such
issuer together  own  (including  beneficial  ownership) more  than  5%  of  the
securities of such issuer.
 
   (5)  Invest  more  than  15% of  its  net  assets in  all  forms  of illiquid
investments, as  determined  pursuant  to  applicable  Securities  and  Exchange
Commission rules and interpretations.
 
   (6)  Enter into  any options,  futures, or  forward contract  transactions if
immediately thereafter (a) 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 or  (b) the  Series' assets  covering, subject  to, or  committed to  all
options,  futures, and forward  contracts would exceed  20% of the  value of the
total assets  of the  Series. (This  restriction does  not apply  to  securities
purchased on a when-issued, delayed delivery, or forward commitment basis.)
 
   (7) Invest in real estate limited partnership interests.
 
   (8)  Purchase  the securities  of any  issuer  if such  purchase at  the time
thereof would cause more than 10% of  the voting securities of any issuer to  be
held by the Series.
 
   (9)  Borrow money except  for borrowings up  to 25% of  its total assets when
borrowing is necessary  to meet  redemptions. ("Roll" transactions  will not  be
considered borrowing for purposes of this restriction).
 
  (10)  Lend its portfolio securities in an amount in excess of 10% of its total
assets.
 
  (11) Invest in the aggregate more than 10% of its total assets in put and call
options, futures contracts, and derivative instruments on securities.
 
INVESTMENT RESTRICTIONS OF GLOBAL  GROWTH SERIES. As a  result of the  following
fundamental investment restrictions, the Global Growth Series will not:
 
   (1)  Concentrate its investments,  that is, invest  25% or more  of its total
assets in any particular industry.
 
   (2) Buy  or  sell  commodities  or  commodity  contracts,  including  futures
contracts,  other than  within the limitations  set forth in  the Prospectus and
Statement of Additional Information.
 
   (3) Purchase  or sell  real estate  or  other interests  in real  estate,  or
interests  in real estate  investment trusts; however,  the Global Growth Series
may invest in  debt securities secured  by real estate  or interests therein  or
issued by corporations which invest in real estate or interests.
 
   (4) Mortgage, pledge, hypothecate, or in any manner transfer, as security for
indebtedness, any securities owned or held by the Global
 
                                       39
<PAGE>
Growth Series, provided that this restriction shall not apply to the transfer of
securities  in  connection  with  any  permissible  borrowing  or  to collateral
arrangements in connection with permissible activities.
 
   (5) Act  as an  underwriter of  securities of  other issuers,  except to  the
extent  that, in  connection with the  disposition of  portfolio securities, the
Global Growth Series  may be  deemed an  underwriter under  applicable laws  and
except  that the Global Growth Series  may invest up to 10%  of the value of its
assets (at time of investment) in portfolio 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 (such securities
are  referred  to herein  as  "restricted securities").  (Securities  sold under
Section 4(2) of the 1933 Act that are eligible for resale pursuant to Rule  144A
under  the 1933  Act that  have been  determined to  be liquid  by the  Board of
Directors or the  investment adviser subject  to the oversight  of the Board  of
Directors  will not be considered to be  "restricted securities" and will not be
subject to this limitation.)
 
   (6) Purchase securities on margin, except  that the Global Growth Series,  in
accordance  with its investment objectives and policies, may purchase securities
on a  when-issued, delayed  delivery  or forward  commitment basis,  within  the
limitations set forth in the Prospectus and Statement of Additional Information.
The  Global Growth Series may also obtain such short-term credit as it needs for
the clearance  of  securities  transactions  and may  make  margin  deposits  in
connection with futures contracts.
 
   (7)  Make short sales, except for sales "against the box." While a short sale
is made by selling  a security the  Global Growth Series does  not own, a  short
sale   is  "against   the  box"   to  the   extent  the   Global  Growth  Series
contemporaneously owns or has the right to obtain securities identical to  those
sold short without payment of any additional consideration.
 
   (8)  Make  loans  to  other  persons, except  that  it  may  purchase readily
marketable bonds, debentures, or other debt securities, whether or not  publicly
distributed,  enter  into repurchase  agreements,  and make  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.
 
   (9)  Issue  senior  securities,  except that  the  Global  Growth  Series may
purchase securities on  a when-issued,  delayed delivery  or forward  commitment
basis  and  enter  into  roll transactions  and  other  transactions  within the
limitations set forth in the Prospectus and Statement of Additional  Information
which may be deemed to constitute borrowing.
 
  (10) Borrow money except from banks for temporary or emergency purposes not in
excess  of 33 1/3% of  the value of the Global  Growth Series' total assets. The
Global Growth Series  will not purchase  securities while borrowings  (including
"roll"  transactions) in excess  of 5% of  total assets are  outstanding. In the
event that the asset coverage for  the Series' borrowings falls below 300%,  the
Global  Growth  Series will  reduce, within  three  days (excluding  Sundays and
holidays), the  amount of  its borrowings  in order  to provide  for 300%  asset
coverage.
 
The  following  non-fundamental investment  restrictions may  be changed  by the
Board of Directors without shareholder approval.
 
The Global Growth Series will not:
 
   (1) Invest more than  5% of the  value of its total  assets in securities  of
other  investment companies, except in  connection with a merger, consolidation,
acquisition, or reorganization; provided that  the Series shall not purchase  or
otherwise  acquire more  than 3%  of the total  outstanding voting  stock of any
other investment company. (Since the Global Growth Series indirectly absorbs its
pro rata share of  the other investment companies'  expenses through the  return
received  on these securities,  "double" investment advisory  fees in effect are
paid on those portfolio assets invested in shares of other investment companies.
However, management believes that at times the return and liquidity features  of
these  securities will be more beneficial to the Global Growth Series than other
types of securities, and that the indirect absorption of these expenses has a de
minimis effect on the Series' return.)
 
   (2) Invest in a company for the purposes of exercising control or management.
 
   (3) Invest in interests (including  partnership interests or leases) in  oil,
gas,  or other  mineral exploration or  development programs,  except the Global
Growth Series may purchase or sell securities issued by corporations engaging in
oil, gas, or other mineral exploration or development business.
 
   (4) Purchase or  retain the securities  of any issuer  if those officers  and
directors   of  Fortis  Series  or  its  investment  adviser  owning  (including
beneficial ownership) individually more than 1/2 of 1% of the securities of such
issuer together  own  (including  beneficial  ownership) more  than  5%  of  the
securities of such issuer.
 
   (5)  Invest more than 5% of its  total assets in equity securities of issuers
which are not  readily marketable. (Securities  sold under Section  4(2) of  the
1933  Act that are eligible for resale pursuant  to Rule 144A under the 1933 Act
that have  been  determined to  be  liquid by  the  Board of  Directors  or  the
investment  adviser subject to the oversight of  the Board of Directors will not
be considered  to  be  "equity  securities of  issuers  which  are  not  readily
marketable" and will not be subject to this limitation.)
 
   (6)  Invest more than an aggregate of 10% of the value of its total assets in
(a) restricted securities (both debt and equity) or in debt or 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; provided further, that the Series will not invest more than 5% of its
total  assets in restricted  securities. (Securities sold  under Section 4(2) of
the 1933 Act that are eligible for  resale pursuant to Rule 144A under the  1933
Act that have been determined to be liquid by the Board of Directors or Advisers
subject  to the oversight of the Board of Directors will not be considered to be
"restricted securities" or "debt  or equity securities of  any issuer which  are
not readily marketable" and will not be subject to this limitation.)
 
   (7)  Enter into  any options,  futures, or  forward contract  transactions if
immediately thereafter (a) 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 or  (b) the  Series' assets  covering, subject  to, or  committed to  all
options,  futures, and forward  contracts would exceed  20% of the  value of the
total assets  of the  Series. (This  restriction does  not apply  to  securities
purchased on a when-issued, delayed delivery, or forward commitment basis.)
 
   (8) Invest in real estate limited partnership interests.
 
   (9)  Purchase  the securities  of any  issuer  if such  purchase at  the time
thereof would cause more than 10% of  the voting securities of any issuer to  be
held by the Series.
 
  (10)  Borrow money in excess of 10% of its total assets, except as a temporary
or emergency measure. ("Roll" transactions will not be considered borrowing  for
purposes of this restriction).
 
INVESTMENT  RESTRICTIONS OF GLOBAL BOND  SERIES, GLOBAL ASSET ALLOCATION SERIES,
AND INTERNATIONAL  STOCK  SERIES.  As  a result  of  the  following  fundamental
investment restrictions, the International Stock Series, Global Bond Series, and
Global Asset Allocation Series will not:
 
   (1) Concentrate its investments in any particular industry, except that (i) a
Series  may  invest  up  to  25%  of  the  value  of  its  total  assets  in any
 
                                       40
<PAGE>
particular industry, and (ii) there is no limitation with respect to investments
in obligations  issued or  guaranteed by  the United  States government  or  its
agencies  and instrumentalities, or obligations of domestic commercial banks. As
to utility  companies, gas,  electric,  water and  telephone companies  will  be
considered  as  separate  industries.  As to  finance  companies,  the following
categories will be  considered as  separate industries:  (a) captive  automobile
finance,  such as General  Motors Acceptance Corp. and  Ford Motor Credit Corp.;
(b) captive equipment finance companies,  such as Honeywell Finance  Corporation
and General Electric Credit Corp.; (c) captive retail finance companies, such as
Macy  Credit  Corp.  and  Sears  Roebuck  Acceptance  Corp.;  (d)  consumer loan
companies,  such  as  Beneficial  Finance  Corporation  and  Household   Finance
Corporation;  (e) diversified  finance companies,  such as  CIT Financial Corp.,
Commercial Credit Corporation and Borg Warner Acceptance Corp.; and (f)  captive
oil  finance companies, such as  Shell Credit, Inc., Mobil  Oil Credit Corp. and
Texaco Financial Services, Inc. [For purposes of this restriction, securities of
each  foreign  government  or  agency   thereof  will  be  considered   separate
"industries".]
 
   (2)  Purchase or  sell physical  commodities (such  as grains,  livestock, et
cetera) or futures or options contracts thereon; however, a Series may  purchase
or  sell any forms  of financial instruments  or contracts that  might be deemed
commodities.
 
   (3) Invest directly in  real estate or interests  in real estate; however,  a
Series may invest in interests in real estate investment trusts, debt securities
secured by real estate or interests therein, or debt or equity securities issued
by companies that invest in real estate or interests therein.
 
   (4)  Act as  an underwriter  of securities  of other  issuers, except  to the
extent that,  in connection  with  the disposition  of portfolio  securities,  a
Series may be deemed an underwriter under applicable laws.
 
   (5)  Purchase securities on  margin or otherwise borrow  money, except that a
Series, in accordance with its investment objectives and policies, may  purchase
securities  on a when-issued, delayed delivery  or forward commitment basis, and
may make margin deposits  in connection with dealing  in commodities or  options
thereon.  A Series also  may obtain such  short-term credit as  it needs for the
clearance of securities transactions, and may borrow from a bank an amount  that
does  not exceed 33 1/3% of  the value of a Series'  total assets. A Series will
not purchase investment securities while outstanding bank borrowings  (including
"roll"  transactions) in excess of 5% of its total assets are outstanding in the
event that the asset  coverage for a Series'  borrowings falls below 300%,  such
Series  will reduce,  within three  days (excluding  Sundays and  holidays), the
amount of its borrowings in order to provide for 300% asset coverage.
 
   (6) Make loans to other persons, except that a Series may lend its  portfolio
securities  in an amount not to exceed 33  1/3% of the value of its total assets
(including the amount lent  as well as the  collateral securing such loans),  if
such  loans are secured by collateral at least  equal to the market value of the
securities lent,  provided  that  such  collateral shall  be  limited  to  cash,
government  securities, certificates of deposit  or other high-grade, short-term
obligations  or   interest-bearing   cash  equivalents   (including   repurchase
agreements  pertaining to  such securities or  obligations). Loans  shall not be
deemed to include  repurchase agreements  or the  purchase or  acquisition of  a
portion  of  an issue  of  notes, bonds,  debentures  or other  debt securities,
whether or not such purchase or  acquisition is made upon the original  issuance
of the securities.
 
   (7)  Issue senior securities (as  defined in the 1940  Act) other than as set
forth in restriction 5 concerning borrowing and except to the extent that  using
options  and  futures  contracts  or  purchasing  or  selling  securities  on  a
when-issued,  delayed  delivery  or  forward  commitment  basis  (including  the
entering into of roll transactions) may be deemed to constitute issuing a senior
security.
 
The  following  non-fundamental investment  restrictions may  be changed  by the
Board of Directors without shareholder approval.
 
The Global Bond Series, Global Asset Allocation Series, and International  Stock
Series will not:
 
   (1)  Invest more than  5% of the value  of its total  assets in securities of
other investment companies, except in  connection with a merger,  consolidation,
acquisition  or  reorganization;  provided  that  no  Series  shall  purchase or
otherwise acquire more  than 3%  of the total  outstanding voting  stock of  any
other  investment company. (Since a Series indirectly absorbs its pro rata share
of the other investment companies' expenses through the return received on these
securities, "double"  investment  advisory fees  in  effect are  paid  on  those
portfolio  assets  invested in  shares of  other investment  companies. However,
management believes that  at times the  return and liquidity  features of  these
securities  could be more beneficial to a Series than other types of securities,
and that the indirect absorption  of these expenses has  a de minimis effect  on
the Series' return.)
 
   (2) Invest in a company for the purposes of exercising control or management.
 
   (3)  Invest in interests (including partnership  interests or leases) in oil,
gas or other mineral exploration or development programs, except it may purchase
or sell securities issued by corporations engaging in oil, gas or other  mineral
exploration or development business.
 
   (4)  Purchase or retain  the securities of  any issuer if  those officers and
directors  of  Fortis  Series  or  its  investment  adviser  owning   (including
beneficial ownership) individually more than 1/2 of 1% of the securities of such
issuer  together  own  (including  beneficial ownership)  more  than  5%  of the
securities of such issuer.
 
   (5) Invest  more  than  15% of  the  value  of its  net  assets  in  illiquid
securities,   as  determined   pursuant  to  applicable   Commission  rules  and
interpretations. Securities that have been determined to be liquid by the  Board
of  Directors of Fortis Series, or by  Advisers subject to the oversight of such
Board of Directors, will not be subject to this limitation.
 
   (6) Enter  into any  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 such Series  would exceed 5% of  the value of the  total assets of  such
Series.   (This  restriction  does  not  apply  to  securities  purchased  on  a
when-issued, delayed delivery or forward commitment basis.)
 
   (7) Make  short sales,  except for  sales "against  the box"  and except  for
foreign  currency  forward  exchange  contracts  for  hedging  or  cross-hedging
purposes.
 
   (8) Mortgage,  pledge  or  hypothecate  its  assets,  except  to  the  extent
necessary  to secure permitted borrowings and except for collateral arrangements
in connection with permissible activities.
 
   (9) Purchase  the securities  of any  issuer  if such  purchase at  the  time
thereof  would cause more than 10% of the  voting securities of any issuer to be
held by the Series.
 
  (10) Borrow money  except for borrowing  up to  25% of its  total assets  when
borrowing  is  necessary to  meet  redemptions temporary  or  emergency measure.
("Roll" transactions  will not  be  considered borrowing  for purposes  of  this
restriction.)
 
  (11)  Lend its portfolio securities in an amount in excess of 10% of its total
assets.
 
  (12) Invest in the aggregate more than 10% of its total assets in put and call
options, futures contracts, and derivative instruments on securities.
 
                                       41
<PAGE>
INVESTMENT RESTRICTIONS OF S&P  500 INDEX SERIES. As  a result of the  following
fundamental investment restrictions, the S&P 500 Index Series will not:
 
   (1)  Purchase any securities which would cause  more than 25% of the value of
the Series' total  assets at the  time of such  purchase to be  invested in  the
securities  of one or more issuers  conducting their principal activities in the
same industry. (For purposes of this limitation, U.S. Government securities, and
state or  municipal  governments  and  their  political  subdivisions,  are  not
considered  members of any industry. In addition, this limitation does not apply
to investments in domestic banks, including  U.S. branches of foreign banks  and
foreign branches of U.S. banks).
 
   (2) Borrow money or issue senior securities as defined in the 1940 Act except
that (a) the Series may borrow money in an amount not exceeding one-third of the
Series'  total assets at  the time of  such borrowings. The  purchase or sale of
futures contracts and  related options shall  not be considered  to involve  the
borrowing of money or issuance of senior securities.
 
   (3) Make loans or lend securities, if as a result thereof more than one-third
of  the Series' total assets would be subject to all such loans. For purposes of
this limitation debt instruments and repurchase agreements shall not be  treated
as loans.
 
   (4)  Purchase or sell real estate unless acquired as a result of ownership of
securities or other  instruments (but  this shall  not prevent  the Series  from
investing  in securities or  other instruments backed  by real estate, including
mortgage loans, or securities of companies  that engage in real estate  business
or invest or deal in real estate or interests therein).
 
   (5)  Underwrite securities issued  by any other person,  except to the extent
that the purchase  of securities  and later  disposition of  such securities  in
accordance with the Series' investment program may be deemed an underwriting.
 
   (6)  Purchase  or sell  commodities  except that  the  Series may  enter into
futures contracts  and related  options, forward  currency contracts  and  other
similar instruments.
 
The  following  non-fundamental investment  restrictions may  be changed  by the
Board of Directors without shareholder approval.
 
   (1) The Series shall  not sell securities  short, unless it  owns or has  the
right  to obtain securities equivalent in kind and amount to the securities sold
short, and provided  that transactions in  futures contracts are  not deemed  to
constitute selling short.
 
   (2)  The  Series shall  not purchase  securities on  margin, except  that the
Series may obtain such short-term credits as are necessary for the clearance  of
transactions,  and  provided that  margin  payments in  connection  with futures
contracts and  options  on futures  contracts  shall not  constitute  purchasing
securities on margin.
 
   (3) The Series shall not purchase oil, gas or mineral leases.
 
   (4) The Series will invest no more than 15% of the value of its net assets in
illiquid  securities, including repurchase  agreements with remaining maturities
in excess of seven days, time deposits  with maturities in excess of seven  days
and  other securities  which are  not readily  marketable. For  purposes of this
limitation, illiquid  securities  shall  not  include  Section  4(2)  paper  and
securities which may be resold under Rule 144A under the Securities Act of 1933,
provided  that the  Board of  Directors, or  its delegate,  determines that such
securities are liquid based upon the trading markets for the specific security.
 
   (5) The Series may  not invest in securities  of other investment  companies,
except as they may be acquired as part of a merger, consolidation or acquisition
of assets and except to the extent otherwise permitted by the 1940 Act.
 
   (6)  The Series shall not purchase any security while borrowings representing
more than 5% of the Fund's total assets are outstanding.
 
   (7) The Series will not  purchase warrants if at  the time of such  purchase:
(a)  more  than 5%  of the  value of  the  Series' assets  would be  invested in
warrants, or  (b) more  than 2%  of the  value of  the Series'  assets would  be
invested  in warrants  that are  not listed  on the  New York  or American Stock
Exchange (for purposes of  this limitation, warrants acquired  by the Series  in
units or attached to securities will be deemed to have no value).
 
   (8)  The Series  will not  purchase puts,  calls, straddles,  spreads and any
combination thereof if by reason thereof  the value of its aggregate  investment
in  such classes of securities would exceed  5% of its total assets except that:
(a) this  limitation  shall not  apply  to  standby commitments,  and  (b)  this
limitation  shall not apply to the Series' transactions in futures contracts and
related options.
 
   (9) The  Series will  not invest  more than  25% of  the value  of its  total
assets, at the time of such purchase, in domestic banks, including U.S. branches
of foreign banks and foreign branches of U.S. banks.
 
  (10)  Lend its portfolio securities in an amount in excess of 10% of its total
assets.
 
  (11) Borrow money except  for borrowings up  to 25% of  its total assets  when
borrowing is necessary to meet redemptions.
 
  (12) Invest in the aggregate more than 10% of its total assets in put and call
options, futures contracts, and derivative instruments on securities.
 
The  Series engages, except as noted,  in the following practices in furtherance
of its investment objective:
 
LOANS OF  FUND  SECURITIES. The  Series  has  authority to  lend  its  portfolio
securities   provided  (1)  the  loan  is  secured  continuously  by  collateral
consisting of U.S. Government  securities or cash  or cash equivalents  adjusted
daily to make a market value at least equal to the current market value of these
securities  loaned; (2) the Series may at any  time call the loan and regain the
securities loaned; (3) the Series will receive any interest or dividends paid on
the loaned securities; and (4) the  aggregate market value of securities  loaned
will  not at  any time exceed  one-third of the  total assets of  the Series. In
addition, it is anticipated that the Series may share with the borrower some  of
the  income received on  the collateral for the  loan or that it  will be paid a
premium for the  loan. In  determining whether  to lend  securities, the  Series
considers  all relevant factors and circumstances including the creditworthiness
of the borrower.
 
FUTURES CONTRACTS AND OPTIONS. For the  purpose of creating market exposure  for
uncommitted   cash   balances,  reducing   transaction  costs   associated  with
rebalancing the  Series,  facilitating  trading  or  seeking  higher  investment
returns  when a futures contract is priced more attractively than the underlying
security or  the  index  of  the  Series, the  Series  may  enter  into  futures
contracts,  options, and options on futures contracts with respect to securities
in which the Series may invest and indices comprised of such securities.
 
RESTRICTIONS ON THE USE  OF FUTURES CONTRACTS AND  OPTIONS. The Series will  not
enter  into futures  contracts to  the extent  that its  outstanding obligations
under these  contracts would  exceed 10%  of the  Series' total  assets. To  the
extent  that the  Series enters  into futures  contracts and  options on futures
positions that  are  not for  bona  fide hedging  purposes  (as defined  by  the
Commodity Futures Trading Commission), the aggregate initial margin and premiums
on  these positions (excluding  the amount by  which options are "in-the-money")
may not exceed 5% of the Series' net assets.
 
                                       42
<PAGE>
Transactions using options and  futures contracts (other  than options that  the
Series  has purchased) expose the Series to  an obligation to another party. The
Series will not enter into  any such transactions unless  it owns either (1)  an
offsetting  ("covered")  position  in  securities or  other  options  or futures
contracts or (2) cash, receivables and  short-term debt securities with a  value
sufficient  at  all times  to  cover its  potential  obligations not  covered as
provided in (1)  above. The  Series will  comply with  SEC guidelines  regarding
cover  for these instruments and, if the  guidelines so require, set aside cash,
U.S. Government  securities or  other liquid,  high-grade debt  securities in  a
segregated account with its custodian in the prescribed amount.
 
All  options purchased  or written by  the Series  must be listed  on a national
securities or futures exchange or traded in the over-the-counter ("OTC") market.
The Series  will not  purchase or  write OTC  options if,  as a  result of  such
transaction,  the  sum  of  (i)  the market  value  of  outstanding  OTC options
purchased by the  Series, (ii)  the market  value of  the underlying  securities
covered  by outstanding OTC  call options written  by the Series,  and (iii) the
market value of  all other assets  of the Series  that are illiquid  or are  not
otherwise  readily marketable, would exceed 15% of the net assets of the Series,
taken at market  value. However, if  an OTC option  is sold by  the Series to  a
primary U.S. Government securities dealer recognized by the Federal Reserve Bank
of New York and the Series has the unconditional contractual right to repurchase
such  OTC option from the dealer at  a predetermined price, then the Series will
treat as illiquid such amount  of the underlying securities  as is equal to  the
repurchase  price less  the amount  by which  the option  is "in-the-money" (the
difference between  current market  value  of the  underlying security  and  the
option's strike price). The repurchase price with primary dealers is typically a
formula price which is generally based on a multiple of the premium received for
the option plus the amount by which the option is "in-the-money."
 
The  Series may  write only  covered options.  A call  option is  covered if the
Series owns the underlying security or a call option on the same security with a
lower strike price. A put option is covered if the Series segregates cash and/or
short-term debt securities in an amount necessary to pay the strike price of the
option or purchases a put option on  the same underlying security with a  higher
strike price.
 
The  Series will not purchase puts, calls, straddles, spreads or any combination
thereof, if as  a result of  such purchase  the value of  the Series'  aggregate
investment in such securities would exceed 5% of the Series' total assets.
 
INVESTMENT  RESTRICTIONS OF BLUE CHIP STOCK SERIES. As a result of the following
fundamental investment restrictions, the Blue Chip Stock Series will not:
 
   (1) Borrow money except  that the Series may  (i) borrow for  non-leveraging,
temporary or emergency purposes and (ii) engage in reverse repurchase agreements
and  make other investments or engage in other transactions, which may involve a
borrowing, in  a manner  consistent with  the Series'  investment objective  and
program,  provided that the combination of (i) and (ii) shall not exceed 33 1/3%
of the value of  the Series' total assets  (including the amount borrowed)  less
liabilities  (other than borrowings) or such  other percentage permitted by law.
Any borrowings which come  to exceed this amount  will be reduced in  accordance
with  applicable laws. The Series may borrow  from banks or other persons to the
extent permitted by applicable law.
 
   (2) Purchase or  sell physical  commodities; except  that it  may enter  into
futures contracts and options thereon.
 
   (3)  Purchase the securities of any issuer if,  as a result, more than 25% of
the value of the  Series' total assets  would be invested  in the securities  of
issuers having their principal business activities in the same industry.
 
   (4)  Make  loans,  although  the Series  may  (i)  lend  portfolio securities
provided that no such loan  may be made if, as  a result, the aggregate of  such
loans  would  exceed 33  1/3% of  the value  of the  Series' total  assets; (ii)
purchase money market securities and enter into repurchase agreements; and (iii)
acquire publicly-distributed or  privately-placed debt  securities and  purchase
debt.
 
   (5)  Purchase a security if, as a result, with respect to 75% of the value of
its total assets, more than 5% of the value of the Series' total assets would be
invested in  the securities  of a  single issuer,  except securities  issued  or
guaranteed by the U.S. Government or any of its agencies or instrumentalities.
 
   (6)  Purchase a security if, as a result, with respect to 75% of the value of
the Series' total assets, more than 10% of the outstanding voting securities  of
any  issuer  would be  held  by the  Series  (other than  obligations  issued or
guaranteed by the U.S. Government, its agencies or instrumentalities).
 
   (7) Purchase or sell real estate unless acquired as a result of ownership  of
securities  or other  instruments (but  this shall  not prevent  the Series from
investing in  securities  or other  instruments  backed  by real  estate  or  in
securities of companies engaged in the real estate business).
 
   (8)  Issue senior securities except in compliance with the Investment Company
Act of 1940.
 
   (9) Underwrite securities issued by other persons, except to the extent  that
the  Series  may  be deemed  to  be an  underwriter  within the  meaning  of the
Securities Act of 1933 in connection with the purchase and sale of its portfolio
securities in the ordinary course of pursuing its investment program.
 
The following  notes  should be  read  in connection  with  the  above-described
fundamental policies. The notes are not fundamental policies.
 
With  respect  to  investment  restriction (2),  the  Series  does  not consider
currency contracts or hybrid investments to be commodities.
 
For purposes of investment restriction (3), U.S., state or local governments, or
related  agencies  or  instrumentalities,   are  not  considered  an   industry.
Industries  are determined by reference to the classifications of industries set
forth in the Series' semi-annual and annual reports.
 
For purposes  of  investment  restriction  (4), the  Series  will  consider  the
acquisition  of a  debt security  to include  the execution  of a  note or other
evidence of an extension of credit with a term of more than nine months.
 
The following investment restrictions may be  changed by the Board of  Directors
without shareholder approval. The Blue Chip Growth Series will not:
 
   (1)  The Series will  not purchase additional  securities when money borrowed
exceeds 5% of its total assets.
 
   (2) Invest in companies for the purpose of exercising management or control.
 
   (3) Purchase a  futures contract  or an option  thereon if,  with respect  to
positions  in futures  or options  on futures which  do not  represent bona fide
hedging, the aggregate initial margin and premiums on such options would  exceed
5% of the Series' net asset value.
 
   (4)  Purchase illiquid securities and securities of unseasoned issuers if, as
a result, more than 15% of its net assets would be invested in such  securities,
provided  that the Series will  not invest more than 10%  of its total assets in
restricted   securities   and    not   more   than    5%   in   securities    of
 
                                       43
<PAGE>
unseasoned  issuers.  Securities  eligible for  resale  under Rule  144A  of the
Securities Act of 1933 are not included in the 10% limitation but are subject to
the 15% limitation.
 
   (5) Purchase securities of open-end or closed-end investment companies except
in compliance with the Investment Company Act of 1940 and applicable state  law.
Duplicate fees may result from such purchases.
 
   (6)  Purchase securities on  margin, except (i) for  use of short-term credit
necessary for clearance  of purchases of  portfolio securities and  (ii) it  may
make  margin deposits in connection with  futures contracts or other permissible
investments.
 
   (7) Mortgage, pledge, hypothecate  or, in any  manner, transfer any  security
owned  by the Series as security for  indebtedness except as may be necessary in
connection with permissible borrowings or investments and then such  mortgaging,
pledging  or hypothecating may not exceed 25% of the Series' total assets at the
time of borrowing or investment.
 
   (8) Purchase participations or other direct interests in or enter into leases
with respect to, oil, gas, or other mineral exploration or development programs.
 
   (9) Invest in puts,  calls, straddles, spreads,  or any combination  thereof,
except  to the  extent permitted by  the prospectus and  Statement of Additional
Information.
 
  (10) Lend its portfolio securities in an amount in excess of 10% of its  total
assets.
 
  (11)  Borrow money except  for borrowings up  to 25% of  its total assets when
borrowing is necessary to meet redemptions.
 
  (12) Invest in the aggregate more than 10% of its total assets in put and call
options, futures contracts, and derivative instruments on securities.
 
Any investment  restriction  or  limitation,  fundamental  or  otherwise,  which
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.
 
The  insurance laws  and regulations of  various states  could impose additional
restrictions on  the investments  of the  various Series.  One such  restriction
currently  prohibits the Separate Accounts  from acquiring the voting securities
of any issuer  if, as a  result of  the acquisition, the  Separate Accounts  and
Fortis  Benefits, in the aggregate,  will own more than  10% of the total issued
and outstanding voting securities of  the issuer. Another restriction  currently
prohibits  the underlying  Series of  the Separate  Accounts from  acquiring the
securities of  any issuer,  other than  securities issued  or guaranteed  as  to
principal  and interest  by the United  States Government,  if immediately after
such acquisition, the value of the investment together with prior investments in
the security would  exceed 10%  of the  value of  the underlying  Series of  the
Separate Accounts' total assets.
 
RISK FACTORS
 
RISKS  OF TRANSACTIONS IN HIGH-YIELDING SECURITIES. Participation in lower-rated
securities transactions generally involves greater returns in the form of higher
average yields.  However, participation  in such  transactions involves  greater
risks,  often  related  to  sensitivity  to  interest  rates,  economic changes,
solvency, and relative liquidity in the secondary trading market.
 
Yields on high yield  securities will fluctuate over  time. The prices of  high-
yielding  securities  have been  found  to be  less  sensitive to  interest rate
changes than higher-rated  investments, but more  sensitive to adverse  economic
changes  or individual corporate developments. Also, during an economic downturn
or substantial  period of  rising interest  rates highly  leveraged issuers  may
experience  financial  stress  which  would adversely  affect  their  ability to
service their  principal and  interest payment  obligations, to  meet  projected
business  goals, and to obtain additional financing. If the issuer of a security
held by the Diversified  Income Series, High Yield  Series, or Asset  Allocation
Series defaulted, such Series may incur additional expenses to seek recovery. In
addition,  periods of economic uncertainty and changes can be expected to result
in increased volatility of  market prices of  high-yielding securities and  such
Series'  asset  value.  Furthermore,  in the  case  of  high-yielding securities
structured as zero coupon or payment  in kind securities ("PIKs"), their  market
prices  are affected to  a greater extent  by interest rate  changes and thereby
tend to be more volatile than securities which pay interest periodically and  in
cash.
 
High-yielding  securities  present  risks  based  on  payment  expectations. For
example, high-yielding securities may contain redemption or call provisions.  If
an  issuer exercises these provisions in a declining interest rate market, these
Series likely would have to replace the security with a lower-yielding security,
resulting in  a  decreased return  for  investors. Conversely,  a  high-yielding
security's  value will decrease  in a rising  interest rate market,  as will the
value  of  such  Series'  assets.  If  such  Series  experience  unexpected  net
redemptions, this may force them to sell their high-yielding securities, without
regard  to their investment merits, thereby decreasing the asset base upon which
the Series' expenses can be spread and possibly reducing the rate of return.
 
To the extent that there is no  established secondary market, there may be  thin
trading  of high-yielding securities.  This may adversely  affect the ability of
the Board of  Directors to  accurately value high-yielding  securities and  such
Series' assets and such Series' ability to dispose of the securities. Securities
valuation  becomes more difficult and judgment plays a greater role in valuation
because there is  less reliable, objective  data available. Adversely  publicity
and  investor perceptions,  whether or  not based  on fundamental  analysis, may
decrease the values and liquidity  of high-yielding securities, especially in  a
thinly  traded market. Illiquid or restricted high-yielding securities purchased
by such Series  may involve special  registration responsibilities,  liabilities
and costs, and liquidity and valuation difficulties.
 
New  laws and proposed new  laws could have an adverse  impact on the market for
such securities.  As  examples, recent  legislation  requires  federally-insured
savings  and  loan associations  to  divest their  investments  in high-yielding
securities and pending proposals are designed to limit the use, or tax and other
advantages of high-yielding securities. The  new legislation and the  proposals,
if  enacted, could have an  adverse effect on these  Series' net asset value and
investment  practices,  with  the  extent  of  the  impact  depending  upon  the
composition of such Series at that time.
 
Certain  risks  are associated  with  applying credit  ratings  as a  method for
evaluating high-yielding securities.  For example, credit  ratings evaluate  the
safety  of  principal and  interest  payments, not  market  value risk  of high-
yielding securities. Since credit rating agencies may fail to timely change  the
credit  ratings to reflect subsequent events, Advisers continuously monitors the
issuers of high-yielding  securities held by  these Series to  determine if  the
issuers  will have sufficient  cash flow and profits  to meet required principal
and interest payments, and  to assure the securities'  liquidity so such  Series
can  meet redemption  requests. The achievement  of the  investment objective of
such Series may be more dependent upon Advisers' own credit analysis than is the
case for  higher  quality bonds.  Also,  these  Series may  retain  a  portfolio
security  whose  rating has  been changed  if the  security otherwise  meets the
Series' investment objectives and investment criteria.
 
                                       44
<PAGE>
RISKS OF INVESTING IN  FOREIGN SECURITIES. Investing  in securities of  non-U.S.
companies  may  entail  additional  risks due  to  the  potential  political and
economic  instability  of   certain  countries  and   risks  of   expropriation,
nationalization,  confiscation,  or the  imposition  of restrictions  on foreign
investment and  on  repatriation of  capital  invested.  In the  event  of  such
expropriation,  nationalization,  or  other confiscation,  by  any  country, the
Series could lose its entire investment  in any such country. Certain  countries
prohibit  or  impose substantial  restrictions on  investments in  their capital
markets, particularly  their equity  markets, by  foreign entities  such as  the
Series.  As illustrations, certain countries require governmental approval prior
to investments by foreign persons, or limit the amount of investment by  foreign
persons  in a particular company, or limit  the investment by foreign persons to
only a specific class of securities of a company that may have less advantageous
terms than  securities  of the  company  available for  purchase  by  nationals.
Moreover,  the national  policies of  certain countries  may restrict investment
opportunities in issuers or industries  deemed sensitive to national  interests.
In  addition, some countries require  governmental approval for the repatriation
of investment income, capital,  or the proceeds of  securities sales by  foreign
investors.   A  Series,  particularly  the  Global  Bond  Series,  Global  Asset
Allocation Series, Global Growth Series,  and International Stock Series,  could
be  adversely  affected  by delays  in,  or  a refusal  to  grant,  any required
governmental approval for repatriation, as well  as by the application to it  of
other restrictions on investments.
 
Foreign companies are not generally subject to uniform accounting, auditing, and
financial  reporting standards or to other regulatory requirements comparable to
those applicable to U.S.  companies. Most of the  securities held by the  Global
Bond   Series,  Global  Asset  Allocation  Series,  Global  Growth  Series,  and
International Stock Series will not be registered with the SEC or regulators  of
any  foreign  country, nor  will the  issuers  thereof be  subject to  the SEC's
reporting  requirements.  Thus,  there   will  be  less  available   information
concerning  foreign issuers of  securities held by the  Series than is available
concerning U.S.  issuers. In  instances  where the  financial statements  of  an
issuer  are  not deemed  to reflect  accurately the  financial situation  of the
issuer, the  Series  will  take  appropriate  steps  to  evaluate  the  proposed
investment,  which may include on-site inspection of the issuer, interviews with
its  management  and   consultations  with  accountants,   bankers,  and   other
specialists.
 
Because  the Global Bond  Series, Global Asset  Allocation Series, Global Growth
Series, and International Stock Series will  each invest at least a majority  of
its  total assets in the securities of  foreign issuers which are denominated in
foreign currencies, the  strength or weakness  of the U.S.  dollar against  such
foreign currencies may account for part of the Series' investment performance. A
decline  in the value  of any particular  currency against the  U.S. dollar will
cause a decline in the U.S. dollar  value of the Series' holdings of  securities
denominated  in such currency  and, therefore, will cause  an overall decline in
the Series' net asset value and any  net investment income and capital gains  to
be distributed in U.S. dollars to shareholders of such Series.
 
The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the movement of interest
rates, the pace of business activity  in certain other countries, and the  U.S.,
and other economic and financial conditions affecting the world economy.
 
Although  the Global Bond Series, Global  Asset Allocation Series, Global Growth
Series, and International Stock Series each values its assets daily in terms  of
U.S.  dollars,  each such  Series does  not  intend to  convert its  holdings of
foreign currencies into U.S. dollars on a  daily basis. These Series will do  so
from  time  to time,  and investors  should be  aware of  the costs  of currency
conversion.  Although  foreign  exchange  dealers  do  not  charge  a  fee   for
conversion,  they do  realize a  profit based  on the  difference (the "spread")
between the prices  at which  they are  buying and  selling various  currencies.
Thus,  a dealer may offer to sell a  foreign currency to the Series at one rate,
while offering a lesser rate of exchange  should the Series desire to sell  that
currency to the dealer.
 
Securities  of many  foreign issuers  may be less  liquid and  their prices more
volatile than  securities  of  comparable U.S.  issuers.  In  addition,  foreign
securities  exchanges  and brokers  are generally  subject to  less governmental
supervision and regulation  than in  the U.S., and  foreign securities  exchange
transactions  are  usually subject  to  fixed commissions,  which  are generally
higher than negotiated  commissions on U.S.  transactions. In addition,  foreign
securities  exchange transactions may be subject to difficulties associated with
the settlement  of  such transactions.  Delays  in settlement  could  result  in
temporary  periods when  assets of  the Series are  uninvested and  no return is
earned thereon. The inability of the Series to make intended security  purchases
due   to  settlement  problems  could  cause   the  Series  to  miss  attractive
opportunities. Inability to dispose  of a portfolio  security due to  settlement
problems  either could result in losses to the Series due to subsequent declines
in value of the portfolio security or, if the Series has entered into a contract
to sell the security, could result  in possible liability to the purchaser.  The
Series  will consider such  difficulties when determining  the allocation of the
Series' assets, although the Series does not believe that such difficulties will
have a material adverse effect on the portfolio trading activities.
 
The Series'  net  investment income  from  foreign  issuers may  be  subject  to
non-U.S.  withholding taxes, thereby reducing the Series' net investment income.
See "Taxation" in the Prospectus.
 
Pursuant to Rule 17f-5 under  the 1940 Act, the  Board of Directors approved  on
behalf  of the  Global Bond  Series, Global  Asset Allocation  Series, Blue Chip
Stock Series, Global Growth  Series, and International Stock  Series the use  of
the  following subcustodian banks to maintain  foreign securities in or near the
market in which  they are  principally traded and  to maintain  cash in  amounts
reasonably   necessary  to  effect  foreign   securities  transactions  in  such
locations. The Board of Directors may from time to time approve other  countries
and subcustodian banks pursuant to Rule 17f-5.
 
                                       45
<PAGE>
<TABLE>
<CAPTION>
COUNTRY              SUB-CUSTODIAN                 DEPOSITORY
- -------------------  ----------------------------  ----------------------------
<S>                  <C>                           <C>
Argentina            Citibank, N.A. (Buenos Aires  Caja De Valores (CDV)
                      Branch)
Australia            Australia and New Zealand     Austraclear Ltd
                      Banking Group, Ltd. (ANZ)
                     Pendal Nominees Pty. Limited
                     The Reserve Bank Information
                      and Transfer System
Austria              Creditanstalt Bankverein      Osteneichische Kontrollebank
                                                    (OCKB)
Belgium              Generale Bank                 Caisse Interprofessionelle
                                                    de Depots et de Virements
                                                    de Titres S.A., (CIK)
Brazil               Citibank, N.A. (Sao Paulo     Bolsa de Valores de Sao
                      Branch)                       Paulo (BOVESPA)
Canada               The Toronto-Dominion Bank     Canadian Depository for
                                                    Securities Ltd (CDS)
                     Royal Bank of Canada
Chile                Citibank, N.A. (Santiago
                      Branch)
China                Standard Chartered Bank       Shanghai Securities Central
                      (Shanghai and Shenzhen)       Clearing and Registration
                                                    Corp.
Colombia             Cititrust Colombia, S.A.      Deposito Central de Valores
                                                    (DLV)
                                                   DECEVAL
Czech Republic       Ceskuslovenska Obchodi        Stredisko Cennych Papiru
                      Banka, A.S.                   (SCP)
                                                   Czech National Bank
Denmark              Den Danske Bank               Vaerdipapircentralen (Danish
                                                    Securities Centre)
Finland              Merita Bank Limited           The Central Share Register
                                                    of Finland
France               Banque Paribas                Societe Interprofessionelle
                                                    de Compensation des Valeurs
                                                    Mobilieres (SICOVAM)
                                                   Banque de France
Germany              Dresdner Bank, AG             Deutscher Kassenverein A.G.
                                                    (Kassenverein)
Greece               National Bank of Greece S.A.  Apothetirio Titlon, A.E.
Hong Kong            Standard Chartered Bank       Central Clearing and
                                                    Securities System (CCASS)
Hungary              Citibank Budapest Rt.         The Central Depository and
                                                    Clearinghouse (Budapest)
                                                    Ltd.
India                The Hong Kong and Shanghai    Deutsche Bank AG
                      Banking Corporation Limited
                      (HSBC)
Indonesia            Standard Chartered Bank       Standard Chartered Bank
Ireland              Allied Irish Bank             The Gilt Settlement Office
                                                   The CREST System
Israel               Bank Lueumi-Le Israel         The Clearing House of the
                                                    Tel Aviv Stock Exchange
Italy                Citibank, N.A. (Milan         Monte Titoli S.P.A.
                      Branch)                      Banca d'Italia
Japan                The Bank of Tokyo-            Japan Securities Depository
                      Mitsubishi, Ltd.              Center (JASDEC)
                      The Sumitomo Bank, Ltd.       The Bank of Japan
 
<CAPTION>
COUNTRY              SUB-CUSTODIAN                 DEPOSITORY
- -------------------  ----------------------------  ----------------------------
<S>                  <C>                           <C>
Luxembourg           Cedel Bank Societe Anonyme
                      (Cedel)
Malaysia             Chung Khiaw Bank (Malaysia)   Malaysia Central Depository,
                                                    Sdn Bhd (MCD)
Mexico               Bancomer S.A., Institution    Instituto para el Deposito
                      De Banca Multiple, Grupo      de Valores (S.D. Indeval)
                      Financiero                    (equity securities only)
                                                    Banco de Mexico
Netherlands          ABN-AMRO Bank N.V.            Nederlands Central Institut
                                                    Voor Giraal Effectenverkeer
                                                    B.V. (NECIGEF)
New Zealand          Australia & New Zealand       New Zealand Central
                      Banking Group Limited (ANZ    Depository Limited
                      Banking)
Norway               Euroclear
Pakistan             Standard Chartered Bank
Peru                 Citibank, N.A. (Lima Branch)  Caja de Valores (CAVAL)
Philippines          Standard Chartered Bank
Poland               Citibank, S.A. (Poland)       The National Depository of
                                                    Securities
                                                   The National Bank of Poland
Portugal             Banco Espirito Santo E        Central de Valores
                      Comercial De Lisboa, S.A.     Mobiliares (CVM)
                      (BESCL)
Singapore            United Overseas Bank, Ltd.    The Central Securities
                                                    Depository (PTE) Ltd. (CDP)
Slovakia             Ceskoslovenska Obchodva       Stredisko Cennych Papierov
                      Banka, A.S.                  National Bank of the Slovak
                                                    Republic
South Africa         ASBA Bank Limited             The Central Depository (Pte)
                                                    Ltd.
South Korea          Standard Chartered Bank,      The Korean Securities
                      Seoul                         Depository
Spain                Banco Santanden               Servicio de Compensacion y
                                                    Liquidacion de Valores
                                                    (SCLV)
Sri Lanka            Standard Chartered Bank       The Central Depository
                                                    System (Pvt)
Sweden               Svenska Handeslbanken         Vardepappers centralen, The
                                                    Swedish Securities Register
                                                    Center (VPC)
Switzerland          Swiss Bank Corporation        Schweizerische EffektenGiro
                                                    AG (SEGA)
Taiwan               Central Trust of China-       The Taiwan Securities
                      Taipai                        Central Depository Company
                                                    Ltd.
Thailand             Standard Chartered Bank       The Taiwan Securities
                                                    Central Depository Company
                                                    Ltd.
Turkey               Osmanli Bankasi A.S.          Takasbank Central Bank of
                      (Ottoman Bank)                Turkey
United Kingdom       Bankers Trust Company         Central Gilts Office
                      (London)                     The CREST System
Venezuela            Citibank, N.A. (Caracas
                      Branch)
Transnational        CEDEL
 Depositories         (Luxembourg)
                     Euroclear
                      (Brussels)
</TABLE>
 
                                       46
<PAGE>
RISKS  OF INVESTING IN  ILLIQUID SECURITIES. The sale  of restricted or illiquid
securities often requires more time and  results in higher brokerage charges  or
dealer  discounts and  other selling expenses  than does the  sale of securities
eligible for trading on national securities exchanges or in the over-the-counter
markets. Restricted  securities  often  sell  at  a  price  lower  than  similar
securities that are not subject to restrictions on resale.
 
RISKS   OF   TRANSACTIONS   IN   OPTIONS,   FUTURES   CONTRACTS,   AND   FORWARD
CONTRACTS. Although  the Global  Bond Series,  High Yield  Series, Global  Asset
Allocation  Series,  Global  Growth  Series,  International  Stock  Series,  and
Aggressive Growth  Series  may enter  into  transactions in  Futures  Contracts,
Options on Futures Contracts, Currency Contracts, and certain options solely for
hedging  purposes, their use does involve certain  risks. For example, a lack of
correlation between  the index  or instrument  underlying an  option or  futures
contract  and the  assets being  hedged or  unexpected adverse  price movements,
could render  such Series'  hedging strategy  unsuccessful and  could result  in
losses.  These Series also may enter  into transactions in options on securities
and indexes  of  securities for  other  than hedging  purposes,  which  involves
greater  risk. In addition,  there can be  no assurance that  a liquid secondary
market will  exist  for any  contract  purchased or  sold,  such Series  may  be
required to maintain a position until exercise or expiration, which could result
in losses.
 
Transactions  in options, Futures  Contracts, Options on  Futures Contracts, and
Currency Contracts may be entered into  on United States exchanges regulated  by
the  SEC  or  the  Commodity  Futures Trading  Commission,  as  well  as  in the
over-the-counter market and  on foreign exchanges.  In addition, the  securities
underlying options and Futures Contracts may include domestic as well as foreign
securities.  Investors  should  recognize  that  transactions  involving foreign
securities or  foreign  currencies, and  transactions  entered into  in  foreign
countries,  may involve considerations  and risks not  typically associated with
investing in U.S. markets.
 
DIRECTORS AND EXECUTIVE OFFICERS
 
The names, addresses, principal occupations, and other affiliations of directors
and executive officers of Fortis Series Fund, Inc. are given below:
 
<TABLE>
<CAPTION>
                                            POSITION WITH               PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
        NAME & ADDRESS             AGE      FORTIS SERIES            "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- ------------------------------     ---     ---------------     ------------------------------------------------------------
<S>                                <C>     <C>                 <C>
Richard W. Cutting                 65      Director            Certified public accountant and financial consultant.
137 Chapin Parkway
Buffalo, New York
Allen R. Freedman*                 56      Director            Chairman and Chief Executive Officer of Fortis, Inc.; a
One Chase Manhattan Plaza                                      Managing Director of Fortis International, N. V.
New York, New York
Dr. Robert M. Gavin                56      Director            Interim President, Haverford College. Prior to July 1996,
Office of the President                                        President, Macalester College.
370 Lancaster Ave
Haverford, Pennsylvania
Jean L. King                       52      Director            President, Communi-King, a communications consulting firm.
12 Evergreen Lane
St. Paul, Minnesota
Dean C. Kopperud*                  44      President and       Chief Executive Officer and a Director of Advisers,
500 Bielenberg Drive                       Director            President and a Director of Investors, and Senior Vice
Woodbury, Minnesota                                            President and a Director of Fortis Benefits Insurance
                                                               Company and Time Insurance Company.
Edward M. Mahoney                  66      Director            Retired; prior to December, 1994, Chairman and Chief
2760 Pheasant Road                                             Executive Officer and a Director of Advisers and Investors,
Excelsior, Minnesota                                           Senior Vice President and a Director of Fortis Benefits
                                                               Insurance Company, and Senior Vice President of Time
                                                               Insurance Company.
Robb L. Prince                     55      Director            Financial and Employee Benefit Consultant; prior to July,
5108 Duggan Plaza                                              1995, Vice President and Treasurer, Jostens, Inc., a
Edina, Minnesota                                               producer of products and services for the youth, education,
                                                               sports award, and recognition markets.
Leonard J. Santow                  60      Director            Principal, Griggs & Santow, Incorporated, economic and
75 Wall Street                                                 financial consultant.
21st Floor
New York, New York
Joseph M. Wikler                   55      Director            Investment consultant and private investor; prior to
12520 Davan Drive                                              January, 1994, Director of Research, Chief Investment
Silver Spring, Maryland                                        Officer, Principal, and a Director, the Rothschild Co.,
                                                               Baltimore, Maryland. The Rothschild Co. is an investment
                                                               advisory firm.
Gary N. Yalen                      54      Vice President      President and Chief Investment Officer of Advisers (since
One Chase Manhattan Plaza                                      August, 1995) and Fortis Asset Management, a division of
New York, New York                                             Fortis, Inc., New York, NY, and Senior Vice President,
                                                               Investments, Fortis, Inc.
James S. Byrd                      45      Vice President      Executive Vice President of Advisers.
5500 Wayzata Boulevard
Golden Valley, Minnesota
Howard G. Hudson                   59      Vice President      Executive Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza                                      and Senior Vice President, Fixed Income, Fortis Asset
New York, New York                                             Management.
Stephen M. Poling                  65      Vice President      Executive Vice President and Director of Advisers.
5500 Wayzata Boulevard
Golden Valley, Minnesota
</TABLE>
 
                                       47
<PAGE>
<TABLE>
<CAPTION>
                                            POSITION WITH               PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
        NAME & ADDRESS             AGE      FORTIS SERIES            "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- ------------------------------     ---     ---------------     ------------------------------------------------------------
<S>                                <C>     <C>                 <C>
Nicholas L. M. de Peyster          30      Vice President      Vice President of Advisers (since August, 1995) and Vice
41st Floor                                                     President, Equities, Fortis Asset Management.
One Chase Manhattan Plaza
New York, New York
Charles J. Dudley                  37      Vice President      Vice President of Advisers and Fortis Asset Management;
One Chase Manhattan Plaza                                      prior to August, 1995, Senior Vice President, Sun America
New York, New York                                             Asset Management, Los Angeles, CA
Maroun M. Hayek                    48      Vice President      Vice President of Advisers (since August, 1995) and Vice
One Chase Manhattan Plaza                                      President, Fixed Income, Fortis Asset Management.
New York, New York
Robert C. Lindberg                 43      Vice President      Vice President of Advisers; prior to July, 1993, Vice
One Chase Manhattan Plaza                                      President, Portfolio Manager, and Chief Securities Trader,
New York, New York                                             COMERICA, Inc., Detroit, Michigan. COMERICA, Inc. is a bank.
Charles L. Mehlhouse               54      Vice President      Vice President of Advisers; prior to March 1996 Portfolio
5500 Wayzata Boulevard                                         Manager to Marshall & Ilsley Bank Corporation.
Golden Valley, Minnesota
Kevin J. Michels                   45      Vice President      Vice President of Advisers (since August, 1995) and Vice
One Chase Manhattan Plaza                                      President, Administration, Fortis Asset Management.
New York, New York
Christopher J. Pagano              33      Vice President      Vice President of Advisers; prior to March 1996, Government
One Chase Manhattan Plaza                                      Strategist for Merrill Lynch, New York, N.Y.
New York, New York
Stephen M. Rickert                 53      Vice President      Vice President of Advisers (since August, 1995) and
One Chase Manhattan Plaza                                      Corporate Bond Analyst, Fortis Asset Management; from
New York, New York                                             August, 1993 to April, 1994, Corporate Bond Analyst, Dillon,
                                                               Read & Co., Inc., New York, NY; prior to June, 1992,
                                                               Corporate Bond Analyst, Western Asset Management, Los
                                                               Angeles, CA.
Keith R. Thomson                   59      Vice President      Vice President of Advisers.
5500 Wayzata Boulevard
Golden Valley, Minnesota
Christopher J. Woods               36      Vice President      Vice President of Advisers (since August, 1995) and Vice
One Chase Manhattan Plaza                                      President, Fixed Income, Fortis Asset Management; prior to
New York, New York                                             November, 1992, Head of Fixed Income, The Police and
                                                               Firemen's Disability and Pension Fund of Ohio, Columbus, OH.
Robert W. Beltz, Jr.               47      Vice President      Vice President--Mutual Fund Operations of Advisers and
500 Bielenberg Drive                                           Investors.
Woodbury, Minnesota
Tamara L. Fagely                   38      Vice President      Second Vice President of Advisers and Investors.
500 Bielenberg Drive                       and Treasurer
Woodbury, Minnesota
David A. Peterson                  54      Vice President      Vice President and Assistant General Counsel, Fortis
500 Bielenberg Drive                                           Benefits Insurance Company.
Woodbury, Minnesota
Scott R. Plummer                   37      Vice President      Second Vice President, Corporate Counsel and Assistant
500 Bielenberg Dr.                                             Secretary to Advisers; prior to September 1993, Attorney,
Woodbury, Minnesota                                            Zelle & Larson, Minneapolis, MN
Rhonda J. Schwartz                 39      Vice President      Senior Vice President, General Counsel, and Secretary of
500 Bielenberg Drive                                           Advisers; Senior Vice President and General Counsel--Life
Woodbury, Minnesota                                            and Investment Products, Fortis Benefits Insurance Company
                                                               and Vice President and General Counsel, Life and Investment
                                                               Products, Time Insurance Company; from 1993 to January 1996,
                                                               Vice President, General Counsel, Fortis, Inc.; prior to
                                                               1993, Attorney, Norris, McLaughlin & Marcus, Somerville, NJ.
Michael J. Radmer                  52      Secretary           Partner, Dorsey & Whitney LLP, the Fund's General Counsel.
220 South Sixth Street
Minneapolis, Minnesota
</TABLE>
 
- ------------------------------------------------
*Mr. Kopperud  is an  "interested person"  (as defined  under the  1940 Act)  of
 Fortis Series, Advisers, and Investors primarily because he is an officer and a
 director  of each.  Mr. Freedman  is an  "interested person"  of Fortis Series,
 Advisers, and Investors because he is  Chairman and Chief Executive Officer  of
 Fortis,  Inc. ("Fortis"),  the parent company  of Advisers  and indirect parent
 company of Investors, and a Managing  Director of Fortis International, N.  V.,
 the parent company of Fortis.
- ------------------------------------------------
 
                                       48
<PAGE>
The  following  table sets  forth the  aggregate  compensation received  by each
director during the fiscal year  ended December 31, 1996,  as well as the  total
compensation received by each director from Fortis Series and all other open-end
investment  companies managed by Advisers during  the fiscal year ended December
31, 1996. Neither  Mr. Freedman,  who is  an officer  of the  parent company  of
Advisers,  nor  Mr.  Kopperud, who  is  an  officer of  Advisers  and Investors,
received any  such compensation  and they  are  not included  in the  table.  No
executive  officer  of Fortis  Series received  compensation from  Fortis Series
during the fiscal year ended December 31, 1996.
 
<TABLE>
<CAPTION>
                                                TOTAL COMPENSATION
                                 AGGREGATE      FROM FUND COMPLEX
                               COMPENSATION      PAID TO DIRECTOR
         DIRECTOR            FROM THE COMPANY          (1)
<S>                          <C>                <C>
- ------------------------------------------------------------------
Richard W. Cutting               $   6,900          $   30,800
Dr. Robert M. Gavin                  6,900              30,800
Jean L. King                         6,900              30,800
Edward M. Mahoney                    6,900              30,800
Robb L. Prince                       6,900              30,800
Leonard J. Santow                    6,846              30,200
Joseph M. Wikler                     6,900              30,800
</TABLE>
 
- --------------------------
(1) Includes aggregate compensation paid by Fortis Series and all 9 other Fortis
   Funds paid to the director.
 
As of March 31, 1997,  less than 1% of the  outstanding shares of Fortis  Series
were  attributable to Contracts owned of record or beneficially by the directors
and executive  officers  as  a  group;  the  directors  and  executive  officers
otherwise  do not own any of the  outstanding shares of Fortis Series. Directors
Kopperud, Mahoney, Prince, and Gavin are  members of the Executive Committee  of
the  Board of Directors. While  the Executive Committee is  authorized to act in
the intervals between regular board meetings with full capacity and authority of
the full Board of Directors, except as  limited by law, it is expected that  the
Committee will meet at least twice a year.
 
INVESTMENT ADVISORY AND OTHER SERVICES
 
GENERAL
 
Fortis  Advisers, Inc. ("Advisers") has been  the investment adviser and manager
of Fortis Series since Fortis Series  began business in 1986. Investors acts  as
Fortis  Series' underwriter.  Both act  as such  pursuant to  written agreements
periodically approved by  the directors  or shareholders of  Fortis Series.  The
address of both Advisers and Investors is P.O. Box 64284, St. Paul, MN 55164.
 
As  of  December  31,  1996,  Advisers  managed  twenty-nine  investment company
portfolios with combined  net assets  of approximately  $4,834,580,000, and  one
private account with net assets of approximately $19,910,000. As of December 31,
1996,   the  investment   company  portfolios   had  an   aggregate  of  253,742
shareholders.
 
During the fiscal years ended December 31, 1994, 1995, and 1996, the Series paid
investment advisory  and  management  fees  to  Advisers  as  described  in  the
following table.
 
<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                                -------------------------------
SERIES                                            1994       1995       1996
- ----------------------------------------------  ---------  ---------  ---------
<S>                                             <C>        <C>        <C>
Money Market..................................  $ 118,752  $ 122,669  $ 157,756
U.S. Government Securities....................    952,432    809,341    786,612
Diversified Income............................    489,311    486,523    503,938
Global Bond...................................         --     72,526    131,386
High Yield....................................     29,992    105,511    171,148
Asset Allocation..............................  1,205,808  1,484,851  1,794,647
Global Asset Allocation.......................         --    107,500    258,678
Value Series..................................         --         --     32,997
Growth & Income...............................     38,143    247,814    660,575
S&P 500 Index.................................         --         --     34,900
Blue Chip Stock...............................         --         --     66,780
Global Growth.................................    833,424  1,210,019  1,888,142
Growth Stock..................................  2,140,994  2,873,197  3,734,829
International Stock...........................         --    102,257    317,951
Aggressive Growth.............................     30,188    197,016    535,835
</TABLE>
 
During  the fiscal year ended December 31,  1996, Advisers paid advisory fees to
the sub-advisers in the amount of  $61,272 for the Global Bond Series,  $144,079
for  the Global Asset Allocation  Series, $14,834 for the  S&P 500 Index Series,
$37,202 for the Blue Chip Stock Series, and $168,327 for the International Stock
Series.
 
CONTROL AND MANAGEMENT OF ADVISERS AND INVESTORS
 
Fortis owns 100% of the outstanding voting securities of Advisers, and  Advisers
owns all of the outstanding voting securities of Investors.
 
Fortis,  located in New York,  New York, is a  wholly owned subsidiary of Fortis
International, N.V., which  has approximately $100  billion in assets  worldwide
and  is  in turn  a wholly  owned  subsidiary of  AMEV/VSB 1990  N.V. ("AMEV/VSB
1990").
 
AMEV/VSB 1990 is a  corporation organized under the  laws of The Netherlands  to
serve  as the holding company for all U.S. operations and is owned 50% by Fortis
AMEV and 50% by Fortis AG ("Group AG"). AMEV/VSB 1990 owns a group of  companies
active in insurance, banking and financial services, and real estate development
in  The  Netherlands,  the United  States,  Western Europe,  Australia,  and New
Zealand.
 
Fortis AMEV  is  a  diversified  financial  services  company  headquartered  in
Utrecht,  The Netherlands, where its insurance  operations began in 1847. Fortis
AG is  a  diversified  financial services  company  headquartered  in  Brussels,
Belgium,  where its insurance operations  began in 1824. N.V.  AMEV and Group AG
own a group of companies  (of which AMEV/VSB 1990  is one) active in  insurance,
banking  and financial services, and real estate development in The Netherlands,
Belgium, the United States, Western Europe, and the Pacific Rim.
 
<TABLE>
<CAPTION>
                                                          POSITION WITH
        NAME               POSITION WITH ADVISERS           INVESTORS
<S>                    <C>                             <C>
Dean C. Kopperud       Chief Executive Officer and     President and
                       Director                        Director
Gary N. Yalen          President, Chief Investment     n/a
                       Officer and Director
James S. Byrd          Executive Vice President        n/a
Stephen M. Poling      Executive Vice President and    Executive Vice
                       Director                        President
Howard G. Hudson       Executive Vice President        n/a
Debra L. Foss          Senior Vice President           n/a
Jon H. Nicholson       Senior Vice President           Senior Vice
                                                       President and
                                                       Director
Dennis M. Ott          Senior Vice President           n/a
Rhonda J. Schwartz     Senior Vice President, General  n/a
                       Counsel and Secretary
Robert W. Beltz, Jr.   Vice President                  Vice President
Thomas D. Gualdoni     Vice President                  Vice President
Robert C. Lindberg     Vice President                  n/a
Keith R. Thomson       Vice President                  n/a
Richard P. Roche       Vice President                  n/a
Nicholas L.M.          Vice President                  n/a
DePeyster
Charles L. Dudley      Vice President                  n/a
Maroun M. Hayek        Vice President                  n/a
Kevin J. Michels       Vice President                  n/a
Charles Mehlhouse      Vice President                  n/a
Chris Pagano           Vice President                  n/a
Stephen M. Rickert     Vice President                  n/a
Christopher J. Woods   Vice President                  n/a
John E. Hite           2nd Vice President, Corporate   2nd Vice President
                       Counsel and Assistant
                       Secretary
Scott R. Plummer       2nd Vice President, Corporate   Corporate Counsel
                       Counsel and Assistant
                       Secretary
Carol M. Houghtby      2nd Vice President and          Treasurer
                       Treasurer
Tamara L. Fagely       2nd Vice President              2nd Vice President
Barbara W. Kirby       2nd Vice President              2nd Vice President
David C. Greenzang     Money Market Portfolio Officer  n/a
</TABLE>
 
                                       49
<PAGE>
<TABLE>
<CAPTION>
                                                          POSITION WITH
        NAME               POSITION WITH ADVISERS           INVESTORS
<S>                    <C>                             <C>
Michael D. O'Connor    Qualified Plan Officer          n/a
Barbara J. Wolf        2nd Vice President and Trading  n/a
                       Officer
Joanne M. Herron       Assistant Treasurer             Assistant Treasurer
Sharon R. Jibben       Assistant Secretary             n/a
Mark J. Cadalbert      n/a                             Compliance Officer
</TABLE>
 
Messrs. Kopperud, Yalen, and Poling are the Directors of Advisers.
 
All of the  above persons  reside or have  offices in  the Minneapolis/St.  Paul
area,  except  Messrs.  Yalen,  Hudson,  De  Peyster,  Dudley,  Hayek, Lindberg,
Mehlhouse, Michels, Pagano, Rickert, Woods and Greenzang, who are located in New
York City.
 
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
 
Advisers acts  as investment  adviser and  manager for  the Growth  Stock,  U.S.
Government, Diversified Income, Money Market, Asset Allocation and Global Growth
Series  under an Investment Advisory and  Management Agreement dated May 1, 1992
(the "1992 Agreement"), which became effective the same date following  approval
by  the  shareholders  thereof on  April  21,  1992. The  1992  Agreement became
effective with  respect  to Global  Growth  Series  on May  1,  1992,  following
approval  by its then sole  shareholder on the same  date. Advisers also acts as
investment adviser and manager of High Yield Series, Growth & Income Series, and
Aggressive Growth Series under an  Investment Advisory and Management  Agreement
dated  May  1, 1994  (the "1994  Agreement"), following  approval by  their then
respective sole  shareholders.  Advisers also  acts  as investment  adviser  and
manager of Global Bond Series, Global Asset Allocation Series, and International
Stock  Series  under  an  Investment  Advisory  and  Management  Agreement dated
December 8, 1994 (the  "1995 Agreement"), which became  effective on January  3,
1995,  following approval by  their then respective  sole shareholders. Advisers
also acts as investment adviser  and manager of Value,  S&P 500 Index, and  Blue
Chip  Stock Series under  an Investment Advisory  and Management Agreement dated
March 22,  1996 (the  "1996  Agreement"), which  became  effective May  1,  1996
following  approval  thereof by  their respective  sole shareholders.  (The 1992
Agreement,  the  1994   Agreement,  1995  Agreement   and  1996  Agreement   are
collectively  referred to below as the "Agreements.") The 1992 Agreement will be
submitted  to  holders  of  Global  Growth  Series  for  approval  at  the  next
shareholders  meeting of Fortis Series. The Agreements were last approved by the
Board of Directors (including a majority of the directors who are not parties to
the Agreements or interested persons of the Agreements) on December 5, 1996. The
Agreements will terminate  automatically in  the event of  their assignment.  In
addition,  the Agreements  are terminable at  any time, without  penalty, by the
Board of Directors  or, with  respect to  any particular  Series, by  vote of  a
majority  of the outstanding voting securities  of the applicable Series, on not
more than 60  days' written  notice to  Advisers, and  by Advisers  on 60  days'
notice to Fortis Series. Unless sooner terminated, each Agreement shall continue
in  effect for  more than  two years after  its execution  only so  long as such
continuance is specifically approved  at least annually by  either the Board  of
Directors  or, with respect to  any particular Series, by  vote of a majority of
the outstanding voting  securities of  the applicable Series,  provided that  in
either  event such continuance is also approved by the vote of a majority of the
directors who are not parties to  such Agreement, or interested persons of  such
parties,  cast in person at  a meeting called for the  purpose of voting on such
approval.
 
The Agreements collectively  provide for an  investment advisory and  management
fee  calculated as  described in the  following table.  As you can  see from the
table, this fee decreases  (as a percentage  of each Series  net assets) as  the
Series  grows.  As  of  December  31,  1996,  the  Series'  net  assets  totaled
approximately  $61,906,000  for  Money  Market  Series,  $161,678,000  for  U.S.
Government  Securities  Series,  $105,831,000  for  Diversified  Income  Series,
$20,228,000  for  Global  Bond  Series,  $42,578,000  for  High  Yield   Series,
$397,712,000   for  Asset  Allocation  Series,   $37,307,000  for  Global  Asset
Allocation Series,  $13,951,000  for Value  Series,  $134,932,000 for  Growth  &
Income  Series, $21,979,000 for S&P 500  Index Series, $17,606,000 for Blue Chip
Stock Series, $319,831,000  for Global  Growth Series,  $661,217,000 for  Growth
Stock  Series, $52,331,000 for  International Stock Series,  and $96,931,000 for
Aggressive Growth Series.
 
<TABLE>
<CAPTION>
                                                                 ANNUAL
                                                               INVESTMENT
                                                              ADVISORY AND
           SERIES                  AVERAGE NET ASSETS        MANAGEMENT FEE
 
<S>                           <C>                           <C>
Money Market Series           For the first $500 million          .30%
                              For assets over $500 million        .25%
 
U.S. Government Securities    For the first $50 million           .50%
Series                        For assets over $50 million         .45%
 
Diversified Income Series     For the first $50 million           .50%
                              For assets over $50 million         .45%
 
Global Bond Series            For the first $100 million          .75%
                              For assets over $100 million        .65%
 
High Yield Series             For the first $250 million          .50%
                              For assets over $250 million        .45%
 
Asset Allocation Series       For the first $250 million          .50%
                              For assets over $250 million        .45%
 
Global Asset Allocation       For the first $100 million          .90%
Series                        For assets over $100 million        .85%
 
Value                         For the first $100,000,000          .70%
                              For assets over $100,000,000        .60%
 
Growth & Income Series        For the first $100 million          .70%
                              For assets over $100 million        .60%
 
S&P 500 Index                 All levels of assets                .40%
 
Blue Chip Stock               For the first $100,000,000          .90%
                              For assets over $100,000,000        .85%
 
Growth Stock Series           For the first $100 million          .70%
                              For assets over $100 million        .60%
 
Global Growth Series          For the first $500 million          .70%
                              For assets over $500 million        .60%
 
International Stock Series    For the first $100 million          .85%
                              For assets over $100 million        .80%
 
Aggressive Growth Series      For the first $100 million          .70%
                              For assets over $100 million        .60%
</TABLE>
 
Advisers pays the advisory fees of the investment sub-advisers of the Series. In
addition, Advisers,  at  its  own  expense,  furnishes  suitable  office  space,
facilities, equipment, administrative services, and clerical and other personnel
as  may be  required for the  management of  the affairs and  business of Fortis
Series, and  acts as  Fortis  Series' registrar,  transfer agent,  and  dividend
disbursing  agent. Fortis Series  pays all its expenses  which are not expressly
assumed by  Advisers or  Investors. These  expenses include,  among others,  the
investment  advisory and management fee, the  fees and expenses of directors and
officers of Fortis Series who are not "affiliated persons" of Advisers, interest
expenses,  taxes,  brokerage  fees  and   commissions,  fees  and  expenses   of
registering  and qualifying Fortis Series and  its shares for distribution under
Federal securities laws, expenses of preparing prospectuses and of printing  and
distributing  prospectuses  annually  to  existing  Contract  owners,  custodian
charges, auditing and legal expenses, insurance expenses, association membership
dues,  and  the  expense  of  reports  to  shareholders  and  Contract   owners,
shareholders'  meetings, and proxy  solicitations. Fortis Series  is also liable
for such nonrecurring expenses  as may arise, including  litigation to which  it
may  be a party. Fortis Series may have an obligation to indemnify its directors
and officers with respect to such litigation.
 
                                       50
<PAGE>
Advisers bears the costs of acting  as Fortis Series transfer agent,  registrar,
and  dividend agent.  Investors has agreed  to pay all  expenses of distributing
Fortis Series' shares,  including, but  not limited  to, costs  of printing  and
distributing  prospectuses  to  new  Contract  owners.  Pursuant  to  a separate
Distribution Agreement between  Fortis Benefits and  investors, Fortis  Benefits
reimburses  Investors for these costs and expenses with respect to variable life
insurance policies issued by Fortis Benefits or pays them on Investors' behalf.
 
From its advisory  fee, Advisers pays  the following  fees to each  of the  sub-
advisers:
 
<TABLE>
<CAPTION>
                                                                           ANNUAL SUB-
          SERIES             SUB-ADVISER               ASSETS             ADVISORY FEE
<S>                         <C>             <C>                           <C>
Global Bond Series          Warburg         For the first $100 million          .350   %
                                            For assets over $100 million        .225   %
 
Global Asset Allocation     Morgan Stanley  For the first $100 million          .500   %
Series                                      For assets over $100 million        .400   %
 
S&P 500 Index Series        Dreyfus         All levels of assets                .170   %
 
Blue Chip Stock Series      T. Rowe Price   For the first $100,000,000          .500   %
                                            For assets over $100,000,000        .450   %
 
International Stock Series  Lazard Freres   For the first $100 million          .450   %
                                            For assets over $100 million        .375   %
</TABLE>
 
Out of its advisory fee, but not in excess thereof, Advisers agreed to reimburse
Value, S&P 500 Index, and Blue Chip Stock Series for their expenses, until their
net  assets first  reach $10  million, to  the extent  that the  expenses of the
applicable  Series  (including  the  investment  advisory  fees,  but  excluding
interest,  taxes, brokerage fees, and commissions) exceed an amount equal, on an
annual basis, to 1.25%, 1.25%, and 1.25%, respectively, of the average daily net
assets of the applicable Series. Because assets have exceeded $10 million,  that
agreement  has  lapsed.  In  addition to  this  expense  reimbursement, Advisers
reserves the right, but shall not  be obligated, to institute voluntary  expense
reimbursement  programs which, if instituted, shall be in such amounts and based
on such terms and conditions as  Advisers, in its sole and absolute  discretion,
determines. Furthermore, Advisers reserves the absolute right to discontinue any
of such reimbursement programs at any time without notice to Fortis Series.
 
Expenses  that  relate exclusively  to a  particular  Series, such  as custodian
charges and registration  fees for  shares, are  charged to  that Series.  Other
expenses  of  Fortis Series  are allocated  between the  Series in  an equitable
manner as determined by officers of  Fortis Series under the supervision of  the
Board  of Directors, usually  on the basis  of net assets  or number of contract
holders.
 
Under the 1992,  1994 and  1996 (as to  Value Series)  Agreements, Advisers,  as
investment  adviser to Fortis Series, has  the sole authority and responsibility
to make and execute investment decisions for Fortis Series within the  framework
of  Fortis  Series'  investment policies,  subject  to  review by  the  Board of
Directors. Advisers also  furnishes Fortis Series  with all required  management
services, facilities, equipment, and personnel.
 
Although  investment decisions for each Series are made independently from those
of the other  Series or  those of  other funds  or private  accounts managed  by
Advisers,  sometimes the  same security  is suitable  for more  than one Series,
fund,  or  account.  If  and  when  two  or  more  Series,  funds,  or  accounts
simultaneously  purchase or  sell the  same security,  the transactions  will be
allocated as to price  and amount in accordance  with arrangements equitable  to
each  Series, fund, or  account. The simultaneous  purchase or sale  of the same
securities by  a  Series  and  another  Series, fund,  or  account  may  have  a
detrimental  effect on the Series, as this may affect the price paid or received
by the Series or the size of the position obtainable by the Series.
 
SUB-ADVISORY AGREEMENTS
 
Global Bond Series, Global Asset Allocation Series, International Stock  Series,
S&P  500 Index  Series, and  Blue Chip  Stock Series  have retained sub-advisers
under investment sub-advisory agreements  (the five sub-advisory agreements  are
collectively  referred  to  as  the  "Sub-Advisory  Agreements").  Each  of  the
Sub-Advisory Agreements will terminate automatically upon the termination of the
Investment Advisory and Management Agreement between Fortis Series and Advisers,
and in the event of its assignment. In addition, the Sub-Advisory Agreements are
terminable at any  time, without penalty,  by the Board  of Directors of  Fortis
Series,  by Advisers  or by  a vote  of the  majority of  the applicable Series'
outstanding voting  securities  on  60  days' written  notice  to  such  Series'
sub-adviser  and by a sub-adviser on 60 days' written notice to Advisers. Unless
sooner terminated, the  Sub-Advisory Agreements  shall continue  in effect  from
year  to year if approved at least annually  by the Board of Directors of Fortis
Series or by a vote  of a majority of the  outstanding voting securities of  the
applicable  Series,  provided  that in  either  event such  continuance  is also
approved by the  vote of  a majority  of the  directors who  are not  interested
persons of any party to the Sub-Advisory Agreements, cast in person at a meeting
called for the purpose of voting on such approval.
 
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE
 
Advisers,  or if applicable  a sub-adviser, is responsible  for decisions to buy
and sell securities  for the  Series, the selection  of brokers  and dealers  to
effect  the transactions and  the negotiation of  brokerage commissions, if any,
subject to Advisers' general control. Transactions on a stock exchange in equity
securities will  be  executed primarily  through  brokers that  will  receive  a
commission  paid by the Series. The Series which buy fixed income securities, on
the other hand, will not normally incur any brokerage commissions. Fixed  income
securities,  as well as equity securities traded in the over-the-counter market,
are generally traded  on a  "net" basis with  dealers acting  as principals  for
their  own  accounts without  a  stated commission,  although  the price  of the
security usually includes  a profit  to the dealer.  In underwritten  offerings,
securities   are  purchased  at  a  fixed  price  that  includes  an  amount  of
compensation to  the underwriter,  generally referred  to as  the  underwriter's
concession  or  discount.  Certain of  these  securities may  also  be purchased
directly from an  issuer, in which  case neither commissions  nor discounts  are
paid.
 
In  placing orders  for securities transactions,  the primary  criterion for the
selection of a broker-dealer is the ability of the broker-dealer, in the opinion
of Advisers, to secure prompt execution of the transactions on favorable  terms,
including  the reasonableness of the commission and considering the state of the
market at  the time.  When consistent  with these  objectives, business  may  be
placed  with broker-dealers who furnish investment research services to Advisers
or a sub-adviser. Such  research services include advice,  both directly and  in
writing,  as  to the  value  of securities;  the  advisability of  investing in,
purchasing, or  selling  securities;  and the  availability  of  securities,  or
purchasers  or sellers of securities; as well as analyses and reports concerning
issues, industries, securities, economic factors and trends, portfolio strategy,
and the performance of  accounts. This allows Advisers  and the sub-advisers  to
supplement  their own investment research activities and to obtain the views and
information of  individuals and  research staffs  of many  different  securities
research  firms  prior to  making investment  decisions for  the Series.  To the
extent such commissions are directed  to these other broker-dealers who  furnish
research  services, Advisers or a sub-adviser receives a benefit, not capable of
evaluation in dollar amounts, without  providing any direct monetary benefit  to
the  Series from these commissions. Most  research services obtained by Advisers
or a sub-adviser generally  benefit several or all  of the investment  companies
and    private   accounts   which    it   manages,   as    opposed   to   solely
 
                                       51
<PAGE>
benefiting one specific  managed fund  or account.  Normally, research  services
obtained  through managed  funds or  accounts investing  in common  stocks would
primarily benefit the managed  funds or accounts which  invest in common  stock;
similarly,  services obtained from transactions in fixed income securities would
normally be of greater benefit to the managed funds or accounts which invest  in
debt securities.
 
Neither  Advisers nor  any sub-adviser has  entered into any  formal or informal
agreements with any  broker-dealers, nor  does it maintain  any "formula"  which
must  be followed in connection with the placement of Fortis Series transactions
in exchange  for research  services provided  Advisers, except  as noted  below.
However, Advisers and each of the sub-advisers does maintain an informal list of
broker-dealers,  which  is used  from time  to time  as a  general guide  in the
placement  of   Fortis  Series   business,  in   order  to   encourage   certain
broker-dealers  to  provide  Advisers  with  research  services  which  Advisers
anticipates will be useful to  it. Because the list  is merely a general  guide,
which  is  to be  used only  after the  primary criterion  for the  selection of
broker-dealers (discussed above) has been  met, substantial deviations from  the
list   are  permissible  and  may  be   expected  to  occur.  Advisers  (or  the
sub-advisers) will authorize Fortis  Series to pay an  amount of commission  for
effecting a securities transaction in excess of the amount of commission another
broker-dealer  would  have  charged  only  if  Advisers  (or  the  sub-advisers)
determines in  good  faith that  such  amount  of commission  is  reasonable  in
relation  to the value of  the brokerage and research  services provided by such
broker-dealer,  viewed  in  terms  of  either  that  particular  transaction  or
Advisers'  overall responsibilities  with respect  to the  accounts as  to which
Advisers (or  the  sub-advisers)  exercises  investment  discretion.  Generally,
Fortis  Series pays higher  commissions than the  lowest rates available. Morgan
Stanley has  agreements in  place  with several  broker-dealers that  relate  to
equity  trades directed by  Morgan Stanley. Under  these agreements, the brokers
pay for services which assist the investment manager (Morgan Stanley) in  making
investment  decisions. The brokers  are obligated to  achieve best execution and
the commission rates charged by the  brokers are comparable to those charged  by
brokers with which there is no such agreement.
 
Under  the  1940  Act, no  Series  may  purchase portfolio  securities  from any
underwriting syndicate of which an affiliate of the Adviser or a sub-adviser  is
a  member, except under certain limited conditions set forth in Rule 10f-3 under
the 1940 Act. The Rule sets forth requirements relating to, among other  things,
the  terms  of an  issue  of securities  purchased by  a  Series, the  amount of
securities that may be purchased  in any one issue, and  the assets of a  Series
that may be invested in a particular issue. In addition, purchases of securities
made  pursuant to the terms  of the Rule must be  approved at least quarterly by
the Board of  Directors of Fortis  Series, including a  majority of the  members
thereof who are not interested persons of Fortis Series.
 
Portfolio  transactions may be effected  through affiliates of the sub-advisers.
Prior to  executing any  such transactions,  the Board  of Directors  of  Fortis
Series  will adopt policies incorporating the  standards of Rule 17e-1 under the
1940 Act,  which  requires that  the  commissions  paid to  affiliates  must  be
reasonable  and fair  compared to  the commissions,  fees or  other remuneration
received or  to be  received  by other  brokers  in connection  with  comparable
transactions  involving similar securities  during a comparable  period of time.
The Rule  also  contains  review  requirements  and  requires  that  reports  be
furnished to the Board of Directors and that records be maintained in connection
with such reviews.
 
During  the fiscal  year ended December  31, 1996, for  Asset Allocation Series,
brokerage commissions totaled $216,651, amounting to 0.06% of average net assets
and resulting  in an  average commission  rate paid  of $0.0748  (calculated  by
dividing  the total brokerage commissions paid on applicable purchases and sales
of securities for the period by the total number of related shares purchased and
sold).  For  Global  Asset  Allocation  Series,  brokerage  commissions  totaled
$29,730,  amounting to 0.10% of  average net assets and  resulting in an average
commission rate paid of $0.0412. For Value Series, brokerage commissions totaled
$20,397, amounting to 0.29%  of average net assets  and resulting in an  average
commission  rate  paid  of  $0.0556.  For  Growth  &  Income  Series,  brokerage
commissions totaled  $112,773, amounting  to  0.12% of  average net  assets  and
resulting  in an  average commission  rate paid  of $0.0688.  For S&P  500 Index
Series, brokerage commissions totaled $19,233, amounting to 0.15% of average net
assets and resulting  in an average  commission rate paid  of $0.0477. For  Blue
Chip  Stock Series, brokerage commissions totaled $12,981, amounting to 0.12% of
average net assets and resulting in an average commission rate paid of  $0.0329.
For  Global Growth Series, brokerage  commissions totaled $272,063, amounting to
0.10% of average net assets and resulting in an average commission rate paid  of
$0.0295.  For  Growth  Stock  Series,  brokerage  commissions  totaled $323,731,
amounting to 0.05% of average net assets and resulting in an average  commission
rate  paid  of $0.0728.  For International  Stock Series,  brokerage commissions
totaled $126,800, amounting to 0.34% of  average net assets and resulting in  an
average commission rate paid of $0.0363. For Aggressive Growth Series, brokerage
commissions  totaled  $50,376,  amounting to  0.07%  of average  net  assets and
resulting in an average commission rate paid of $0.0692.
 
For Money Market Series, U.S.  Government Securities Series, Diversified  Income
Series,  Global Bond Series, High Yield  Series, Asset Allocation Series, Global
Asset Allocation Series,  Value Series, Growth  & Income Series,  S&P 500  Index
Series,  Blue  Chip Stock  Series, Global  Growth  Series, Growth  Stock Series,
International Stock Series, and Aggressive Growth Series transactions having  an
aggregate    dollar   value   of   approximately   $624,498,000,   $580,600,000,
$353,365,000, $47,078,000, $164,917,000, $737,208,000, $26,992,000,  $1,071,000,
$18,583,000,  $952,000,  $926,000,  $61,180,000,  $226,224,000,  $3,476,000, and
$53,958,000, respectively,  were traded  at  net prices  including a  spread  or
markup.
 
During  the fiscal year ended  December 31, 1996, virtually  all of the $216,651
paid in  commissions by  the  Asset Allocation  Series  in connection  with  the
transactions  having  an  aggregate  value of  $111,927,000,  or  0.19%  of such
transactions, the $29,730  paid in  commissions by the  Global Asset  Allocation
Series  in  connection  with  the  transactions  having  an  aggregate  value of
$9,518,000, or 0.31% of  such transactions, the $20,397  paid in commissions  by
the  Value Series in connection with  the transactions having an aggregate value
of $14,917,000, or 0.14% of such transactions, the $112,773 paid in  commissions
by  the Growth  & Income  Series in connection  with the  transactions having an
aggregate value of $60,009,000, or 0.19% of such transactions, the $19,233  paid
in  commissions by the S&P 500 Index  Series in connection with the transactions
having an aggregate  value of $20,032,000,  or 0.10% of  such transactions,  the
$12,981 paid in commissions by the Blue Chip Stock Series in connection with the
transactions  having  an  aggregate  value  of  $16,297,000,  or  0.08%  of such
transactions, the $272,063 paid  in commissions by the  Global Growth Series  in
connection  with the transactions  having an aggregate  value of $86,103,000, or
0.32% of such transactions, the $323,731 paid in commissions by the Growth Stock
Series in  connection  with  the  transactions  having  an  aggregate  value  of
$146,977,000, or 0.22% of such transactions, the $126,800 paid in commissions by
the  International Stock  Series in connection  with the  transactions having an
aggregate value of $41,292,000, or 0.31% of such transactions, the $50,376  paid
in   commissions  by  the  Aggressive  Growth  Series  in  connection  with  the
transactions having  an  aggregate  value  of  $13,766,000,  or  0.37%  of  such
transactions,  were paid to broker-dealers  who furnished investment research to
Advisers, as outlined above.
 
                                       52
<PAGE>
The Series' acquisitions  during the  fiscal year  ended December  31, 1996,  of
securities  of its regular brokers or dealers  or of the parent of those brokers
or dealers that  derive more than  fifteen percent of  their gross revenue  from
securities-related activities is presented below:
<TABLE>
<CAPTION>
                                                               VALUE OF
                                                           SECURITIES OWNED
                                                           AT END OF PERIOD
NAME OF ISSUER                                                    ($)
- ---------------------------------------------------------  -----------------
<S>                                                        <C>
Money Market
  Ford Motor Credit Co...................................    $   2,597,194
  Merrill Lynch, Pierce, Fenner & Smith Inc..............        2,974,894
  IBM Credit Corp........................................        2,981,485
  General Electric Credit Corp...........................        2,946,549
  Household Finance Corp.................................        1,971,852
  American General Finance Corp..........................        2,688,075
  Commercial Credit Co...................................        1,891,450
  Prudential Funding Corp................................        2,844,857
  First Bank (N.A.) Minneapolis..........................        1,789,000
U.S. Government Securities
  First Bank (N.A.) Minneapolis..........................        5,283,000
Diversified Income
  First Bank (N.A.) Minneapolis..........................          209,000
  Donaldson, Lufkin & Jenrette Sec.......................        4,238,673
  Merrill Lynch, Pierce, Fenner & Smith..................        4,775,040
  Morgan Stanley & Co., Inc..............................          577,031
  Lehman Brothers, Inc...................................        1,608,483
  J.P. Morgan & Co., Inc.................................          972,081
  Salomon Brothers, Inc..................................          488,247
High Yield
  First Bank (N.A.) Minneapolis..........................          903,000
Asset Allocation
  First Bank (N.A.) Minneapolis..........................       16,126,000
  Donaldson, Lufkin & Jenrette Sec.......................        8,499,747
  Merrill Lynch, Pierce, Fenner & Smith..................        1,620,500
  Morgan Stanley & Co., Inc..............................          528,945
  Lehman Brothers, Inc...................................        2,680,805
  Salomon Brothers, Inc..................................        1,952,990
 
<CAPTION>
                                                               VALUE OF
                                                           SECURITIES OWNED
                                                           AT END OF PERIOD
NAME OF ISSUER                                                    ($)
- ---------------------------------------------------------  -----------------
<S>                                                        <C>
Value
  First Bank (N.A.) Minneapolis..........................    $     659,700
  Merrill Lynch, Pierce, Fenner & Smith..................           61,125
Global Asset Allocation..................................
  First Bank (N.A.)Minneapolis...........................        4,946,490
Growth & Income
  First Bank (N.A.) Minneapolis..........................        6,044,000
S&P 500 Index
  First Bank (N.A.) Minneapolis..........................           34,125
  Merrill Lynch, Pierce, Fenner & Smith..................           48,900
  Morgan Stanley & Co., Inc..............................           34,275
  Salomon Brothers, Inc..................................           18,850
  J.P. Morgan & Co., Inc.................................           48,813
  Banker's Trust Co......................................           17,250
  Nations Bank...........................................          136,850
Blue Chip Stock
  Chase Manhattan Corp...................................          187,425
  Nations Bank...........................................          127,075
Global Growth
  First Bank (N.A.) Minneapolis..........................        5,373,000
Growth Stock
  First Bank (N.A.) Minneapolis..........................       31,938,595
International Stock......................................
  First Bank (N.A.)Minneapolis...........................          192,822
Aggressive Growth
  First Bank (N.A.) Minneapolis..........................        4,688,000
</TABLE>
 
Fortis  Advisers, Inc. has developed written trade allocation procedures for its
management of the securities trading activities of its clients. Advisers manages
multiple portfolios, both public (mutual funds) and private. The purpose of  the
trade  allocation procedures is to treat the portfolios fairly and reasonably in
situations where the amount of a  security that is available is insufficient  to
satisfy the volume or price requirements of each portfolio that is interested in
purchasing that security.
 
Generally,  when the amount of securities available  in a public offering or the
secondary market is insufficient to satisfy the requirements for the  interested
portfolios,  the procedures require a pro rata allocation based upon the amounts
initially requested  by each  portfolio manager.  In allocating  trades made  on
combined  basis, Advisers seeks  to achieve the average  price of the securities
for each participating portfolio.
 
Because a pro rata  allocation may not always  adequately accommodate all  facts
and circumstances, the procedures provide for exceptions to allocate trades on a
basis  other than pro rata.  Examples of where adjustments  may be made include:
(i) the cash position  of the portfolios involved  in the transaction; and  (ii)
the relative importance of the security to a portfolio in seeking to achieve its
investment objective.
 
- --------------------------------------------------------------------------------
 
CAPITAL STOCK
 
Fortis  Series' shares have  a par value of  $.01 per share  and equal rights to
share in dividends and  assets. The shares possess  no preemptive or  conversion
rights.
 
On  March 31, 1997, no person to  Fortis Series' knowledge owned beneficially as
much as 5% of the outstanding Shares of any Series.
 
Fortis Series currently has fifteen Series, each constituting a separate  series
of  shares.  Under  Fortis  Series'  Articles  of  Incorporation,  the  Board of
Directors is  authorized to  create  new series  in  addition to  those  already
existing  without the approval of the  shareholders of Fortis Series. Each share
of stock will have a pro-rata interest in the assets of the Series to which  the
stock  of that  series relates and  will have no  interest in the  assets of any
other Series. In the event of liquidation, each share of a Series would have the
same rights to dividends and assets as every other share of that Series.
 
Each share of a  Series has one vote  (with proportionate voting for  fractional
shares)   irrespective  of  the   relative  net  asset   value  of  the  Series'
 
                                       53
<PAGE>
shares. On some issues, such as the election of directors, all shares of  Fortis
Series  vote together as  one series. Cumulative voting  is not authorized. This
means that the holders of more than 50% of the shares voting for the election of
directors can elect 100% of the directors if they choose to do so, and, in  such
event,  the  holders  of  the  remaining shares  will  be  unable  to  elect any
directors.
 
On an  issue affecting  only a  particular Series,  the shares  of the  affected
Series  vote  as a  separate series.  An example  of  such an  issue would  be a
fundamental investment restriction pertaining to  only one Series. In voting  on
the  Agreement, approval  of the Agreement  by the shareholders  of a particular
Series would make the Agreement  effective as to that  Series whether or not  it
had  been approved  by the  shareholders of  the other  Series. (Although Fortis
Benefits and First Fortis  are the only shareholders  of record of each  Series,
all  shares  held  by  them  will generally  be  voted  in  accordance  with the
instructions of the Contract owners. See "Voting Privileges" below.)
 
Fortis Series is not required under Minnesota law to hold annual or periodically
scheduled regular meetings of  shareholders. Minnesota corporation law  provides
for  the  Board  of Directors  to  convene  shareholder meetings  when  it deems
appropriate. In addition, if a regular meeting of shareholders has not been held
during the immediately preceding fifteen  months, a shareholder or  shareholders
holding three percent or more of the voting shares of Fortis Series may demand a
regular  meeting of shareholders by written notice  of demand given to the chief
executive officer or the chief financial officer of Fortis Series. Within ninety
days after receipt of the demand, a regular meeting of shareholders must be held
at Fortis Series' expense. Additionally, the 1940 Act requires shareholder votes
for all amendments to fundamental  investment policies and restrictions and  for
all investment advisory contracts and amendments thereto.
 
COMPUTATION OF NET ASSET VALUE AND PRICING
 
On  December 31, 1996, the Series' net  asset values per share was calculated as
follows:
 
<TABLE>
<S>                                       <C>
                               MONEY MARKET SERIES
 
Net Assets       ($61,906,351)
- --------------------------                =  Net Asset Value Per Share ($10.94)
Shares Outstanding (5,656,757)
 
                        U.S. GOVERNMENT SECURITIES SERIES
 
Net Assets      ($161,677,973)
- --------------------------                =  Net Asset Value Per Share ($10.57)
Shares Outstanding (15,296,587)
 
                            DIVERSIFIED INCOME SERIES
 
Net Assets      ($105,830,600)
- --------------------------                =  Net Asset Value Per Share ($11.70)
Shares Outstanding (9,046,813)
 
                                GLOBAL BOND SERIES
 
Net Assets       ($20,227,621)
- --------------------------                =  Net Asset Value Per Share ($11.11)
Shares Outstanding (1,820,600)
 
                                HIGH YIELD SERIES
 
Net Assets       ($42,578,060)
- --------------------------                =  Net Asset Value Per Share ($9.83)
Shares Outstanding (4,333,334)
 
                             ASSET ALLOCATION SERIES
 
Net Assets      ($397,712,333)
- --------------------------                =  Net Asset Value Per Share ($16.99)
Shares Outstanding (23,404,342)
 
                          GLOBAL ASSET ALLOCATION SERIES
 
Net Assets       ($37,307,032)
- --------------------------                =  Net Asset Value Per Share ($12.34)
Shares Outstanding (3,022,304)
 
                                   VALUE SERIES
 
Net Assets       ($13,951,475)
- --------------------------                =  Net Asset Value Per Share ($11.38)
Shares Outstanding (1,226,043)
 
                              GROWTH & INCOME SERIES
 
Net Assets      ($134,932,205)
- --------------------------                =  Net Asset Value Per Share ($15.16)
Shares Outstanding (8,898,856)
</TABLE>
 
                                       54
<PAGE>
<TABLE>
<S>                                       <C>
                               S&P 500 INDEX SERIES
 
Net Assets       ($21,978,589)
- --------------------------                =  Net Asset Value Per Share ($11.47)
Shares Outstanding (1,916,785)
 
                              BLUE CHIP STOCK SERIES
 
Net Assets       ($17,606,158)
- --------------------------                =  Net Asset Value Per Share ($11.67)
Shares Outstanding (1,508,633)
 
                               GLOBAL GROWTH SERIES
 
Net Assets      ($319,830,721)
- --------------------------                =  Net Asset Value Per Share ($19.00)
Shares Outstanding (16,836,922)
 
                               GROWTH STOCK SERIES
 
Net Assets      ($661,217,042)
- --------------------------                =  Net Asset Value Per Share ($32.59)
Shares Outstanding (20,286,628)
 
                            INTERNATIONAL STOCK SERIES
 
Net Assets       ($52,331,341)
- --------------------------                =  Net Asset Value Per Share ($12.44)
Shares Outstanding (4,206,065)
 
                             AGGRESSIVE GROWTH SERIES
 
Net Assets       ($96,930,763)
- --------------------------                =  Net Asset Value Per Share ($13.62)
Shares Outstanding (7,116,883)
</TABLE>
 
The primary close  of trading currently  is 3:00 P.M.  (Central Time), but  this
time  may be  changed. The  offering price for  purchase orders  received in the
office of Fortis  Series after  the beginning  of each  day the  New York  Stock
Exchange  (the  "Exchange") is  open for  trading  is based  on net  asset value
determined as of the primary closing time for business on the Exchange that day;
the price in effect  for orders received  after such close is  based on the  net
asset  value as of  such close of the  Exchange on the next  day the Exchange is
open for trading.
 
Generally, the net asset value of each Series' shares is determined on each  day
on  which  the Exchange  is  open for  business. The  Exchange  is not  open for
business on the following holidays (nor on  the nearest Monday or Friday if  the
holiday  falls  on a  weekend): New  Year's Day,  Presidents' Day,  Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas  Day.
Additionally,  net  asset value  need not  be  determined (i)  on days  on which
changes in the value of the portfolio securities will not materially affect  the
current  net asset value of the Series' shares;  or (ii) on days during which no
such Series' shares  are tendered for  redemption and no  orders to purchase  or
sell such Series' shares are received by Fortis Series.
 
REDEMPTION
 
The  right of the Separate  Account to redeem shares  or to receive payment with
respect to any  redemption may  be suspended only  for any  period during  which
trading  on  the Exchange  is  restricted as  determined  by the  Securities and
Exchange Commission  or  when such  Exchange  is closed  (other  than  customary
weekend or holiday closings), for any period during which an emergency exists as
defined  by the Securities and Exchange Commission as a result of which disposal
of a Series' securities or determination of  the net asset value of each  Series
is  not reasonably practicable, and for such other periods as the Securities and
Exchange Commission may by  order permit for the  protection of shareholders  of
each Series.
 
Redemption  of  shares, or  payment,  may be  suspended  at times  (a)  when the
Exchange is closed  for other than  customary weekend or  holiday closings,  (b)
when  trading on said Exchange is restricted, (c) when an emergency exists, as a
result of which  disposal by  Fortis Series  of securities  owned by  it is  not
reasonably  practicable, or it  is not reasonably  practicable for Fortis Series
fairly to determine the value of its net assets, or during any other period when
the Securities  and Exchange  Commission, by  order, so  permits; provided  that
applicable rules and regulations of the Securities and Exchange Commission shall
govern as to whether the conditions prescribed in (b) or (c) exist. The Exchange
is not open for business on the following holidays (nor on the nearest Monday or
Friday  if the holiday  falls on a weekend),  on which the  Fund will not redeem
shares: New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day.
 
TAXATION
 
Each Series  of Fortis  Series then  in existence  qualified in  1996, and  each
Series  intends to continue to qualify (or to initially qualify, if applicable),
as a regulated investment  company under the Internal  Revenue Code of 1986,  as
amended  (the "Code"). As long  as each such Series  so qualifies, the Series is
not taxed on the income it distributes to the shareholders. Generally, in  order
to  qualify as a regulated investment company,  a Series must derive at least 90
percent of its gross income from dividends, interest, and gains from the sale or
other disposition of stock or securities or other income derived with respect to
its investing in such stock or securities. In addition, less than 30 percent  of
its  income may be derived from sales of  stock or securities held for less than
three months. Being qualified  as a regulated investment  company does not  mean
that  the  Internal Revenue  Service supervises  Fortis  Series or  approves its
policies.
 
Under the Code,  each Series of  Fortis Series  will generally be  treated as  a
separate entity for federal tax purposes. Therefore, each Series will be treated
separately in determining whether it qualifies as a regulated investment company
and in determining the net ordinary income (or loss), net realized capital gains
(or  losses) and distributions necessary to relieve each Series of Fortis Series
of any federal income tax liability.
 
                                       55
<PAGE>
Pursuant to the Code, each Series will be subject to a nondeductible excise  tax
for  each calendar year equal to 4 percent  of the excess, if any, of the amount
required to be distributed over the amount distributed. However, the excise  tax
does  not apply to  any income on  which a Series  pays income tax.  In order to
avoid the imposition  of this  excise tax,  each Series  generally must  declare
dividends  by the end of a calendar  year representing 98 percent of the Series'
ordinary income for the  calendar year and  98 percent of  its capital gain  net
income (both long-term and short-term capital gains) for the twelve-month period
ending October 31 of the calendar year.
 
The  Code  imposes certain  diversification requirements  on the  investments of
segregated  asset  accounts  underlying  variable  annuity  and  life  insurance
contracts. Treasury Regulations interpret those requirements. Under the Code and
the  Regulations, if  a variable  contract is  based in  part or  in whole  on a
segregated asset account that fails  to meet the diversification standards,  the
variable  contract will not be treated as  an annuity or life insurance contract
for federal income tax  purposes. As a consequence,  the income on the  contract
for  any taxable year, whether  or not distributed, will  be treated as ordinary
income received by the Contract owner during such year.
 
As a general rule, each Series of Fortis Series may invest not more than 55%  of
the  value of its  total assets in the  securities of a  single issuer, not more
than 70% of the value of its total assets in the securities of any two  issuers,
not  more than 80%  of the value  of its total  assets in the  securities of any
three issuers, and not  more than 90% of  the value of its  total assets in  the
securities of any four issuers. Under the Code and the Regulations, for purposes
of  the diversification tests, the securities  of each agency or instrumentality
of the U.S. government are considered the securities of a separate issuer.  Each
Series  intends to satisfy either the diversification test described above or an
alternative diversification  test provided  by the  Code, so  that the  variable
contracts  invested in each  Series will be treated  as variable contracts under
the Code  and the  income  earned with  respect to  the  contracts will  not  be
currently taxable to the Contract owners.
 
If  a  Series  invests in  zero  coupon  obligations upon  their  issuance, such
obligations will  have original  issue discount  in the  hands of  such  Series.
Generally,  original issue  discount equals  the difference  between the "stated
redemption price at maturity" of the  obligation and its "issue price" as  those
terms  are defined  in the  Code. If  a Series  acquires an  already issued zero
coupon bond from another holder, the  bond will have original issue discount  in
the Series' hands, equal to the difference between the "adjusted issue price" of
the  bond at the time the Series acquires  it (that is, the original issue price
of the bond plus the amount of original issue discount accrued to date) and  its
stated  redemption price  at maturity.  In each  case, a  Series is  required to
accrue as ordinary  interest income a  portion of such  original issue  discount
even  though such Series receives no cash  currently as interest payments on the
obligation. Similarly, in  the case of  PIKs, Series are  required to  recognize
interest  income  in the  amount  of the  fair  market value  of  the securities
received as interest payments on the PIKs, even though they receive no cash.
 
Because each  Series is  required to  distribute substantially  all of  its  net
investment income (including accrued original issue discount and interest income
attributable  to PIKs) in order to be taxed as a regulated investment company, a
Series having such income may be  required to distribute an amount greater  than
the  total cash  income the Series  actually receives. Accordingly,  in order to
make the  required  distribution,  the  Series may  be  required  to  borrow  or
liquidate securities. The extent to which the Series may liquidate securities at
a  gain may be  limited by the requirement  that generally less  than 30% of its
gross income (on an annual basis) consists of gains from the sale of  securities
held for less than three months.
 
For  Federal  income tax  purposes  the Series  had  the following  capital loss
carryovers at December  31, 1996,  which, if  not offset  by subsequent  capital
gains,  will expire in 1997 through 2005.  It is unlikely the Board of Directors
will authorize a  distribution of  any net  realized gains  until the  available
capital loss carryovers have been offset or expired.
 
<TABLE>
<S>                                       <C>
Money Market Series.....................     $100,451
U.S. Government Securities Series.......   20,813,645
Diversified Income Series...............    9,784,542
High Yield Series.......................    1,195,344
Growth & Income Series..................      471,870
Global Growth Series....................   16,910,994
Growth Stock Series.....................    4,674,117
Aggressive Growth Series................    6,285,384
</TABLE>
 
UNDERWRITER
 
On  December  5, 1996,  the  Board of  Directors  (including a  majority  of the
directors who are not parties to the contract, or interested persons of any such
party) last  approved the  Underwriting Agreement  with Investors  dated May  1,
1994,  which became  effective May 1,  1994. This Underwriting  Agreement may be
terminated by Fortis Series or Investors at  any time by the giving of 60  days'
written  notice, and  terminates automatically in  the event  of its assignment.
Unless sooner terminated,  the Underwriting Agreement  shall continue in  effect
for  more than two years after its execution only so long as such continuance is
also approved by the vote of a majority of the directors who are not parties  to
such  Underwriting Agreement,  or interested  persons of  such parties,  cast in
person at a meeting called for the purpose of voting on such approval.
 
The Underwriting Agreement requires Investors to pay all promotional expenses in
connection with the distribution of the Fortis Series' shares, including  paying
for printing and distributing prospectuses and shareholder reports to new Policy
owners,  and the costs of sales  literature. Pursuant to a separate distribution
agreement between  Fortis Benefits  and  Investors, Fortis  Benefits  reimburses
Investors  for these expenses or  pays them on Investors'  behalf, to the extent
they involve shares issued  to fund variable life  insurance policies issued  by
Fortis Benefits.
 
In  the Underwriting Agreement, Investors  undertakes to indemnify Fortis Series
against all costs  of litigation and  other legal proceedings,  and against  any
liability incurred by or imposed upon Fortis Series in any way arising out of or
in connection with the sale or distribution of the Fortis Series' shares, except
to  the  extent that  such  liability is  the  result of  information  which was
obtainable by Investors only from persons affiliated with Fortis Series but  not
with Investors.
 
                                       56
<PAGE>
 
PERFORMANCE
 
Cumulative total return is computed by finding the cumulative compounded rate of
return  over the  period indicated  in the  advertisement that  would equate the
initial amount  invested  to  the  ending redeemable  value,  according  to  the
following formula:
 
<TABLE>
<S>   <C>  <C>  <C>
           ERV-P
CTR   =   ( ---- ) 100
             P
</TABLE>
 
<TABLE>
<S>      <C>   <C>
Where:   CTR   =   Cumulative total return;
         ERV   =   ending  redeemable value at the  end of the period
                   of a  hypothetical  $1,000  payment  made  at  the
                   beginning of such period; and
         P     =   initial payment of $1,000
</TABLE>
 
This  calculation  assumes all  dividends  and capital  gains  distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus and includes all  recurring fees, such as investment  advisory
and management fees, charged to all shareholder accounts.
 
Average  annual total return figures are  computed by finding the average annual
compounded rates of return over the periods indicated in the advertisement  that
would  equate  the  initial  amount invested  to  the  ending  redeemable value,
according to the following formula:
 
<TABLE>
<S>       <C>
P(1+T)n   =   ERV
</TABLE>
 
<TABLE>
<S>      <C>   <C>
Where:   P     =   a hypothetical initial payment of $1,000
         T     =   average annual total return;
         n     =   number of years; and
         ERV   =   ending redeemable value at  the end of the  period
                   of  a  hypothetical  $1,000  payment  made  at the
                   beginning of such period.
</TABLE>
 
This calculation  assumes  all dividends  and  capital gains  distributions  are
reinvested at net asset value on the appropriate reinvestment dates as described
in  the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.
 
Yield is computed by  dividing the net investment  income per share (as  defined
under  Securities and Exchange  Commission rules and  regulations) earned during
the computation period by the maximum offering  price per share on the last  day
of the period, according to the following formula:
 
<TABLE>
<S>         <C>     <C>    <C>  <C>  <C>    <C>
                    (a-b)
YIELD = 2       [    ---   +1    ]     6    -1
                     cd
</TABLE>
 
<TABLE>
<S>     <C>   <C>
Where:  a  =  dividends and interest earned during the period;
        b  =  expenses   accrued   for   the   period   (net  of
              reimbursements);
        c  =  the average  daily  number of  shares  outstanding
              during  the period  that were  entitled to receive
              dividends; and
        d  =  the maximum offering price  per share on the  last
              day of the period. q
</TABLE>
 
Current  yield (calculated over a seven-day  period) is a percentage computed by
determining the net  change, exclusive  of capital changes,  in the  value of  a
hypothetical  preexisting account having a balance of one share at the beginning
of the  period, subtracting  a hypothetical  charge reflecting  deductions  from
shareholder accounts, and dividing the difference by the value of the account at
the  beginning of  the base period  to obtain  the base period  return, and then
multiplying the base period return by (365/7) with the resulting figure  carried
to  at least the  nearest hundredth of one  percent. Effective yield (calculated
over a seven-day period) is computed by determining the net change, exclusive of
capital changes, in  the value of  a hypothetical preexisting  account having  a
balance  of one share at the beginning of the period, subtracting a hypothetical
charge  reflecting  deductions  from  shareholder  accounts,  and  dividing  the
difference  by the value of  the account at the beginning  of the base period to
obtain the base period  return, and then compounding  the base period return  by
adding  1, raising the sum to a power equal to 365 divided by 7, and subtracting
1 from the result, according to the following formula:
 
<TABLE>
<C>                 <C>                       <S>  <C>    <C>
Effective Yield =   [   (Base Period Return   +1)  365/7  ]   -1
</TABLE>
 
The Series also  may quote  annual yield  figures, calculated  similarly to  the
above methods.
 
                                       57
<PAGE>
Current  yield  information  is  useful in  reviewing  performance,  but because
current yield will fluctuate, (1) such  information may not provide a basis  for
comparison with bank deposits or other investments which pay a fixed yield for a
stated  period of  time and  may be  insured and  (2) the  current yield  is not
necessarily representative of future results.
 
                          AVERAGE ANNUAL TOTAL RETURNS
 
<TABLE>
<CAPTION>
                                                                  SINCE
                                                                   1ST
SERIES                                     1 YEAR    5 YEARS    OFFERING
- ----------------------------------------  --------   --------   ---------
<S>                                       <C>        <C>        <C>
U.S. Government Securities..............     2.21 %     5.70 %   7.12%(1)
Diversified Income......................     4.15 %     6.92 %   8.55%(2)
Global Bond.............................     3.15 %    N/A      10.89%(3)
High Yield..............................    10.52 %    N/A       8.28%(4)
Asset Allocation........................    12.50 %     9.94 %  10.07%(5)
Global Asset Allocation.................    12.72 %    N/A      15.12%(6)
Value...................................    N/A        N/A      11.49%(7)
Growth & Income.........................    21.51 %    N/A      19.36%(8)
S&P 500 Index...........................    N/A        N/A      14.29%(9)
Blue Chip Stock.........................    N/A        N/A      16.24%10
Global Growth...........................    19.10 %    N/A      15.65%11
Growth Stock............................    16.41 %    10.09 %  11.75%1
International Stock.....................    14.02 %    N/A      14.23%12
Aggressive Growth.......................     7.64 %    N/A      12.58%13
<FN>
- --------------------------
 (1)The Average Annual total  return for the  U.S. Government Securities  Series
    and  Growth Stock Series from  the first offering on  March 24, 1987 through
    December 31, 1996.
 (2)The average annual total return for the Diversified Income Series from first
    offering on May 2, 1988 through December 31, 1996.
 (3)The average  annual total  return  for the  Global  Bond Series  from  first
    offering on January 3, 1995, through December 31, 1996.
 (4)The  average  annual  total return  for  the  High Yield  Series  from first
    offering on May 2, 1994 through December 31, 1996.
 (5)The average annual total return for  the Asset Allocation Series from  first
    offering on May 1, 1987 through December 31, 1996.
 (6)The  average annual total return for the Global Asset Allocation Series from
    first offering on January 3, 1995, through December 31, 1996.
 (7)The total return for  the Value Series  from first offering  on May 1,  1996
    through December 31, 1996.
 (8)The  average annual total return  for the Growth &  Income Series from first
    offering on May 2, 1994 through December 31, 1996.
 (9)The total return for the S&P 500 Index Series from first offering on May  1,
    1996 through December 31, 1996.
10The  total return for the Blue Chip Stock Series from first offering on May 1,
  1996 through December 31, 1996.
11The average  annual total  return  for the  Global  Growth Series  from  first
  offering on May 1, 1992 through December 31, 1996.
12The  average annual total return for the International Stock Series from first
  offering on January 3, 1995, through December 31, 1996.
13The average annual total  return for the Aggressive  Growth Series from  first
  offering on May 2, 1994 through December 31, 1996.
</TABLE>
 
                            CUMULATIVE TOTAL RETURNS
 
<TABLE>
<CAPTION>
                                                                 SINCE
                                                                  1ST
SERIES                                     1 YEAR    5 YEARS    OFFERING
- ----------------------------------------  --------   --------   --------
<S>                                       <C>        <C>        <C>
U.S. Government Securities..............     2.21 %    31.95 %    95.88 %(1)
Diversified Income......................     4.15 %    39.76 %   103.59 %(2)
Global Bond.............................     3.15 %    N/A        22.89 %(3)
High Yield..............................    10.52 %    N/A        23.66 %(4)
Asset Allocation........................    12.50 %    60.62 %   153.62 %(5)
Global Asset Allocation.................    12.72 %    N/A        32.42 %(6)
Value...................................    N/A        N/A        11.49 %(7)
Growth & Income.........................    21.51 %    N/A        60.35 %(8)
S&P 500 Index...........................    N/A        N/A        14.29 %(9)
Blue Chip Stock.........................    N/A        N/A        16.24 %10
Global Growth...........................    19.10 %    N/A        97.15 %11
Growth Stock............................    16.41 %    61.74 %   196.35 %(1)
International Stock Series..............    14.02 %    N/A        30.38 %12
Aggressive Growth.......................     7.64 %    N/A        37.18 %13
</TABLE>
 
- --------------------------
 (1)The  cumulative total return  for the U.S.  Government Securities Series and
    Growth Stock  Series from  the  first offering  on  March 24,  1987  through
    December 31, 1996.
 
 (2)The  cumulative total  return for the  Diversified Income  Series from first
    offering on May 2, 1988 through December 31, 1996.
 
 (3)The cumulative total return for the  Global Bond Series from first  offering
    on January 3, 1995, through December 31, 1996.
 
 (4)The cumulative total return for the High Yield Series from first offering on
    May 2, 1994 through December 31, 1996.
 
 (5)The  cumulative  total return  for the  Asset  Allocation Series  from first
    offering on May 1, 1987 through December 31, 1996.
 
 (6)The cumulative  total return  for the  Global Asset  Allocation Series  from
    first offering on January 3, 1995, through December 31, 1996.
 
 (7)The  cumulative total return for the Value Series from first offering on May
    1, 1996 through December 31, 1996.
 
                                       58
<PAGE>
 (8)The cumulative  total return  for  the Growth  &  Income Series  from  first
    offering on May 2, 1994 through December 31, 1996.
 
 (9)The cumulative total return for the S&P 500 Index Series from first offering
    on May 1, 1996 through December 31, 1996.
 
10The cumulative total return for the Blue Chip Stock Series from first offering
  on May 1, 1996 through December 31, 1996.
 
11The  cumulative total return for the  Global Growth Series from first offering
  on May 1, 1992 through December 31, 1996.
 
12The cumulative  total return  for the  International Stock  Series from  first
  offering on January 3, 1995, through December 31, 1996.
 
13The  cumulative  total  return for  the  Aggressive Growth  Series  from first
  offering on May 2, 1994 through December 31, 1996.
 
As noted in  the Prospectus, Fortis  Series may advertise  the Series'  relative
performance  as compiled by outside organizations or refer to publications which
have mentioned its performance.
 
Fortis Series may from time to time compare the Series with the following:
 
     (1) The Salomon Brothers  Non-U.S. Dollars Indices,  which are measures  of
the  total  return  performance  of  high-quality  non-U.S.  dollar  denominated
securities in major sectors of the worldwide bond markets.
 
     (2) The  Shearson  Lehman  Government/Corporate  Bond  Index,  which  is  a
comprehensive  measure of all public obligations of the U.S. Treasury (excluding
flower bonds and foreign targeted issues), a publicly issued debt of agencies of
the U.S.  Government (excluding  mortgage-backed  securities), and  all  public,
fixed  rate, nonconvertible  investment grade  domestic corporate  debt rated at
least Baa by Moody's or BBB  by S&P, or, in the  case of nonrated bonds. BBB  by
Fitch Investors Service (excluding Collateralized Mortgage Obligations).
 
     (3) Average of Savings Accounts, which is a measure of all kinds of savings
deposits,  including longer-term certificates (based  on figures supplied by the
U.S. League of Savings Institutions).  Savings accounts offer a guaranteed  rate
of  return on principal, but no opportunity for capital growth. During a portion
of the period, the  maximum rates paid  on some savings  deposits were fixed  by
law.
 
     (4)  The Consumer Price Index, which is  a measure of the average change in
prices over time in  a fixed market  basket of goods  and services (e.g.,  food,
clothing,  shelter,  fuels,  transportation  fares,  charges  for  doctors'  and
dentists' services, prescription  medicines, and other  goods and services  that
people buy for day-to-day living).
 
     (5)  Bear Stearns Foreign Bond Index, which provides simple average returns
for individual countries and GNP-weighted index, beginning in 1975. The  returns
are broken down by local market and currency.
 
     (6)  Ibbottson  Associates  International  Bond  Index,  which  provides  a
detailed breakdown of local market and currency returns since 1960.
 
     (7) Standard & Poor's "500" Index ("S&P 500") which is a widely  recognized
index composed of the capitalization-weighted average of the price of 500 of the
largest publicly traded stocks in the United States.
 
     (8)  Salomon Brothers Broad  Investment Grade Index which  is a widely used
index composed of U.S. domestic government, corporate and mortgage-backed  fixed
income securities.
 
     (9) Dow Jones Industrial Average.
 
    (10) Financial News Composite Index.
 
    (11)  Morgan Stanley  Capital International World  Indices, including, among
others, the Morgan  Stanley Capital  International Europe,  Australia, Far  East
Index  ("EAFE Index").  The EAFE Index  is an  unmanaged index of  more than 800
companies of Europe, Australia, and the Far East.
 
Indices prepared by the research departments of such financial organizations  as
Salomon  Brothers,  Inc.;  Merrill Lynch,  Pierce,  Fenner &  Smith,  Inc.; Bear
Stearns & Co., Inc.;  Morgan Stanley; and Ibbottson  Associates may be used,  as
well as information provided by the Federal Reserve Board.
 
Fortis Series may refer to the rating services listed below.
 
                RATINGS SERVICE
        Lipper Analytical Services, Inc.
        Wiesenberger Investment Companies Services
        Morningstar Publications, Inc.
        Johnson's Charts
        CDA Investment Technologies, Inc.
 
As  noted in the Prospectus, Fortis Series  may refer to publications which have
mentioned its performance.
 
                                       59
<PAGE>
Following is a list of the publications whose articles may be referred to:
 
AMERICAN BANKER (The)
AP-DOW Jones News Service
ASSOCIATED PRESS (The)
BARRON'S
BETTER INVESTING
BOARDROOM REPORTS
BOND BUYER & CREDIT MARKETS (The)
BOND BUYER (The)
BONDWEEK
BUSINESS MONTH
BUSINESS WEEK
CABLE NEWS NETWORK
CASHFLOW MAGAZINE
CFO
CHICAGO TRIBUNE (The)
CHRISTIAN SCIENCE MONITOR
CITY BUSINESS/CORPORATE REPORT
CITYBUSINESS PUBLICATIONS
COMMERCIAL & FINANCIAL CHRONICLE
CONSUMER GUIDE
CORPORATE FINANCE
DALLAS MORNING NEWS
DOLLARS & SENSE
DOW-JONES NEWS SERVICE
ECONOMIST (The)
EQUITY INTERNATIONAL
EUROMONEY
FINANCIAL EXECUTIVE
FINANCIAL PLANNING
FINANCIAL SERVICES WEEK
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
FUTURES
GLOBAL FINANCE
GLOBAL INVESTOR
INDUSTRY WEEK
INSTITUTIONAL INVESTOR
INTERNATIONAL HERALD TRIBUNE
INVESTMENT DEALER'S DIGEST
INVESTOR'S BUSINESS DAILY
KIPLINGER PERSONAL FINANCE
KIPLINGER CALIF. LETTER (The)
KIPLINGER FLORIDA LETTER
KIPLINGER TEXAS LETTER
KIPLINGER WASHINGTON LETTER (The)
KNIGHT/RIDDER FINANCIAL
LA TIMES
LIPPER ANALYTICAL SERVICES
MARKET CHRONICLE
MINNEAPOLIS STAR TRIBUNE
MONEY
MONEY MANAGEMENT LETTER
MOODY'S INVESTORS SERVICE, INC.
NATIONAL THRIFT NEWS
NATIONAL UNDERWRITER
NELSON'S RESEARCH MONTHLY
NEW YORK DAILY NEWS
NEW YORK NEWSDAY
NEW YORK TIMES (The)
NEWSWEEK
NIGHTLY BUSINESS REPORT (The)
PENSION WORLD
PENSIONS & INVESTMENT AGE
PERSONAL INVESTOR
PORTFOLIO LETTER
REGISTERED REPRESENTATIVE
RUETERS
SECURITIES PRODUCT NEWS
SECURITIES WEEK
SECURITY TRADERS HANDBOOK
SAINT PAUL PIONEER PRESS
STANDARD & POOR'S CORPORATION
STANGER'S INVESTMENT ADVISOR
STANGER'S SELLING MUTUAL FUNDS
STOCK MARKET MAGAZINE (The)
TIME
TRUSTS & ESTATES
U.S. NEWS & WORLD REPORT
UNITED PRESS INTERNATIONAL
USA TODAY
WALL STREET JOURNAL (The)
WASHINGTON POST (The)
FORTIS BENEFITS INSURANCE COMPANY
WOODBURY BULLETIN
WIESENBERGER INVESTMENT COMPANIES SERVICES
 
                                       60
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SYSTEMATIC WITHDRAWAL
 
CONVENIENT INCOME
 
If you are over 59 1/2 years old,  your Fortis variable annuity can be a  source
of income. For qualified plans or IRAs, you can use a systematic withdrawal plan
to satisfy the minimum distribution requirement when you turn age 70 1/2.
 
YOU CAN HAVE MONTHLY INCOME
 
    - Directly  deposited to  a Fortis Money  Fund account  for convenient check
      writing.*
 
    - Electronically  deposited  directly  to  a  checking,  money  market*   or
      brokerage account.
 
    - Sent directly in the form of a check.
 
    - Conveniently  forwarded to  another address  to pay  disability insurance,
      life insurance, long-term care premiums, mortgage, etc.
 
CHOOSE YOUR STRATEGY:
 
- -EARNINGS ONLY--withdraw any profits, leave your principal intact.
 
    - Principal never touched to provide income.
 
    - Amount varies with the performance of the investments you choose.
 
- -SPECIFY EXACT DOLLAR AMOUNT:
 
    - Ideal for paying planned expenses or supplementing your income.
 
    - Any additional earnings continue to grow tax deferred.
 
HOW TO GET STARTED
 
Your registered representative  can help you  decide what systematic  withdrawal
plan  is  right  for you.  Complete  the  Systematic Withdrawal  section  of the
Variable Annuity Service Request Form (#97212.)
 
                            [LOGO]
 
- --------------------------
 
* A money market fund is neither insured nor guaranteed by the U.S.  Government.
While a stable net asset value is a goal of the fund, it is not a guarantee.
 
Withdrawals  from an annuity are  subject to tax and may  be subject to an early
withdrawal charge. The IRS charges a  10% tax penalty on most withdrawals  prior
to owner age 59 1/2.
 
Subaccount  unit values fluctuate.  When units are redeemed,  their value may be
worth more or less than their original cost.
 
Opportunity and Masters are  two separate annuities  with distinct features  and
charges.  This  material  must  be  preceded  or  accompanied  by  a  Masters or
Opportunity annuity brochure.
 
For more  complete  information about  Fortis  annuities including  charges  and
expenses,  send for a prospectus from Fortis Investors, Inc. P.O. Box 64284, St.
Paul, MN 55164. Read it carefully before you invest.
 
This investment is not FDIC insured, is not an obligation of, nor guaranteed  by
any  bank  or financial  institution, and  involves investment  risks, including
possible loss of principal.
 
                                       61
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Fortis Series  also  may advertize  data  concerning its  portfolio  securities'
performance and biographical information about its portfolio managers.
 
FINANCIAL STATEMENTS
 
The  financial statements included as part  of Fortis Series' 1996 Annual Report
to Shareholders, filed with the Securities and Exchange Commission in  February,
1997,  are incorporated herein by reference.  The Annual Report accompanies this
Statement of Additional Information.
 
CUSTODIAN; COUNSEL; ACCOUNTANTS
 
First Bank National Association, First Bank Place, Minneapolis MN 55101 acts  as
custodian  of Fortis Series'  assets and portfolio  securities; Dorsey & Whitney
LLP, 220 South Sixth Street, Minneapolis,  MN 55402, is the independent  General
Counsel  for  Fortis Series;  and KPMG  Peat Marwick  LLP, 4200  Norwest Center,
Minneapolis, MN 55402, acts as Fortis Series' independent auditors.
 
LIMITATION OF DIRECTOR LIABILITY
 
Under Minnesota  law, each  director  of Fortis  Series owes  certain  fiduciary
duties  to Fortis Series and to its  shareholders. Minnesota law provides that a
director "shall discharge the duties of the position of director in good  faith,
in  a manner the director reasonably believes to be in the best interests of the
corporation, and with the care an  ordinarily prudent person in a like  position
would exercise under similar circumstances." Fiduciary duties of a director of a
Minnesota  corporation include, therefore,  both a duty of  "loyalty" (to act in
good faith and act in a manner  reasonably believed to be in the best  interests
of  the corporation) and  a duty of "care"  (to act with  the care an ordinarily
prudent person in a like  position would exercise under similar  circumstances).
Minnesota  law  authorizes  corporations  to  eliminate  or  limit  the personal
liability of a  director to  the corporation  or its  shareholders for  monetary
damages  for breach  of the  fiduciary duty of  "care." Minnesota  law does not,
however, permit a corporation to eliminate or limit the liability of a  director
(i) for any breach of the director's duty of "loyalty" to the corporation or its
shareholders,  (ii) for  acts or  omissions not  in good  faith or  that involve
intentional misconduct or a  knowing violation of law,  (iii) for authorizing  a
dividend,  stock repurchase or redemption or  other distribution in violation of
Minnesota law or  for violation  of certain provisions  of Minnesota  securities
laws,  or (iv) for any  transaction from which the  director derived an improper
personal benefit.  The Articles  of  Incorporation of  Fortis Series  limit  the
liability  of directors to  the fullest extent  permitted by Minnesota statutes,
except to the extent that such a liability cannot be limited as provided in  the
1940  Act  (which  act  prohibits  any provisions  which  purport  to  limit the
liability of directors  arising from  such directors'  willful misfeasance,  bad
faith,  gross negligence,  or reckless disregard  of the duties  involved in the
conduct of their role as directors).
 
Minnesota law does not eliminate the duty of "care" imposed upon a director.  It
only  authorizes a corporation to eliminate monetary liability for violations of
that duty. Minnesota law, further, does not permit elimination or limitation  of
liability  of  "officers"  to the  corporation  for  breach of  their  duties as
officers (including the liability of directors who serve as officers for  breach
of  their  duties as  officers). Minnesota  law does  not permit  elimination or
limitation of  the  availability of  equitable  relief, such  as  injunctive  or
rescissionary  relief.  Further, Minnesota  law does  not permit  elimination or
limitation of a  director's liability under  the Securities Act  of 1933 or  the
Securities  Exchange Act of 1934, and it is uncertain whether and to what extent
the elimination  of monetary  liability  would extend  to violations  of  duties
imposed on directors by the 1940 Act and the rules and regulations adopted under
such Act.
 
ADDITIONAL INFORMATION
 
Fortis Series has filed with the Securities and Exchange Commission, Washington,
D.C.  20549,  a Registration  Statement  under the  Securities  Act of  1933, as
amended, with respect  to the common  stock offered hereby.  The Prospectus  and
this  Statement of Additional Information do  not contain all of the information
set forth in the Registration Statement,  certain parts of which are omitted  in
accordance  with  Rules  and  Regulations of  the  Commission.  The Registration
Statement may be  inspected at  the principal office  of the  Commission at  450
Fifth  Street, N.W., Washington,  D.C., and copies thereof  may be obtained from
the Commission at prescribed rates.
 
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APPENDIX
 
DESCRIPTION OF FUTURES, OPTIONS AND FORWARD CONTRACTS
 
OPTIONS ON SECURITIES
 
An option on a security provides the purchaser, or "holder," with the right, but
not the obligation, to purchase, in the case of a "call" option, or sell, in the
case  of a "put" option, the security or securities underlying the option, for a
fixed exercise price up to a stated  expiration date or, in the case of  certain
options,  on such date. The  holder pays a nonrefundable  purchase price for the
option, known as the "premium." The maximum amount of risk the purchaser of  the
option  assumes is equal to the premium plus related transaction costs, although
this entire amount may be lost. The risk of the seller, or "writer," however, is
potentially unlimited, unless the option is "covered." A call option written  by
the  Series is "covered" if  the Series owns the  underlying security covered by
the call or has an absolute and immediate right to acquire that security without
additional cash consideration (or  for additional cash  consideration held in  a
segregated  account  by  its custodian)  upon  conversion or  exchange  of other
securities held in its portfolio.  A call option is  also covered if the  Series
holds  a call on the same security and  in the same principal amount as the call
written where the exercise price of the call  held (a) is equal to or less  than
the exercise price of the call written or (b) is greater than the exercise price
of  the call written if  the difference is maintained by  the Series in cash and
high grade government securities in a  segregated account with its custodian.  A
put  option written by the Series is  "covered" if the Series maintains cash and
high grade government securities with a value  equal to the exercise price in  a
segregated  account with its custodian, or else holds a put on the same security
and in the same principal amount as the put written where the exercise price  of
the  put held is equal to or greater than the exercise price of the put written.
If the writer's obligation is not so covered,  it is subject to the risk of  the
full  change in  value of the  underlying security  from the time  the option is
written until exercise.
 
Upon exercise of the option, the holder is required to pay the purchase price of
the underlying  security, in  the  case of  a call  option,  or to  deliver  the
security  in  return  for  the purchase  price  in  the case  of  a  put option.
Conversely, the writer is  required to deliver  the security, in  the case of  a
call  option, or to purchase the security, in  the case of a put option. Options
on securities which have been  purchased or written may  be closed out prior  to
exercise  or  expiration  by  entering into  an  offsetting  transaction  on the
exchange  on  which  the  initial  position  was  established,  subject  to  the
availability of a liquid secondary market.
 
Options on securities and options on indexes of securities, discussed below, are
traded  on  national securities  exchanges, such  as  the Chicago  Board Options
Exchange and the New York  Stock Exchange, which are  regulated by the SEC.  The
Options  Clearing Corporation  guarantees the  performance of  each party  to an
exchange-traded option,  by in  effect taking  the opposite  side of  each  such
option. A holder or writer may engage in transactions in exchange-traded options
on  securities and  options on indexes  of securities only  through a registered
broker-dealer which is a member of the exchange on which the option is traded.
 
In addition, options on securities and  options on indexes of securities may  be
traded  on  exchanges located  outside  the United  States  and over-the-counter
through financial institutions dealing in such options as well as the underlying
instruments. The  particular  risks of  transactions  on foreign  exchanges  and
over-the-counter  transactions  are set  forth more  fully  in the  Statement of
Additional Information.
 
OPTIONS ON STOCK INDEXES
 
In contrast to an option on a security, an option on a stock index provides  the
holder  with the right to make or receive a cash settlement upon exercise of the
option, rather than the right to purchase or sell a security. The amount of this
settlement is equal to (a) the amount, if any, by which the fixed exercise price
of the option exceeds (in the case of a call) or is below (in the case of a put)
the closing value of the underlying index on the date of exercise, multiplied by
(b) a fixed "index multiplier." The  purchaser of the option receives this  cash
settlement amount if the closing level of the stock index on the day of exercise
is  greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. The writer  of the option is obligated, in  return
for  the premium  received, to  make delivery  of this  amount if  the option is
exercised. As in the  case of options  on securities, the  writer or holder  may
liquidate  positions in stock  index options prior to  exercise or expiration by
entering into closing transactions on the exchange on which such positions  were
established, subject to the availability of a liquid secondary market.
 
The  Series will cover all  options on stock indexes  by owning securities whose
price changes, in the opinion of Advisers (or a sub-adviser, if applicable), are
expected to be similar to those of the index, or in such other manner as may  be
in  accordance with the rules of the exchange  on which the option is traded and
applicable laws and regulations.  Nevertheless, where the  Series covers a  call
option on a stock index through ownership of securities, such securities may not
match  the composition of the index. In that event, the Series will not be fully
covered and could be subject to risk of loss in the event of adverse changes  in
the  value of the index. The Series will  secure put options on stock indexes by
segregating assets equal to the option's exercise price, or in such other manner
as may be in accordance  with the rules of the  exchange on which the option  is
traded and applicable laws and regulations.
 
The  index underlying a stock option index may be a "broad-based" index, such as
the Standard & Poor's 500 Index or the New York Stock Exchange Composite  Index,
the  changes in value  of which ordinarily  will reflect movements  in the stock
market in  general. In  contrast, certain  options may  be based  upon  narrower
market  indexes,  such as  the Standard  & Poor's  100 Index,  or on  indexes of
securities of  particular industry  groups, such  as  those of  oil and  gas  or
technology  companies.  A  stock index  assigns  relative values  to  the stocks
included in the index and the index fluctuates with changes in the market values
of the stocks so included.
 
FUTURES  CONTRACTS  ON  FIXED  INCOME  SECURITIES,  STOCK  INDEXES  AND  FOREIGN
CURRENCIES
 
A  Futures Contract is a bilateral agreement providing for the purchase and sale
of a specified type and amount of a financial instrument or foreign currency, or
for the making  and acceptance of  a cash settlement,  at a stated  time in  the
future  for  a fixed  price. By  its terms,  a Futures  Contract provides  for a
specified settlement date on which, in the case of the majority of interest rate
and foreign currency futures contracts, the fixed income securities or  currency
underlying  the  contract  are delivered  by  the  seller and  paid  for  by the
purchaser, or on which, in the case of stock index futures contracts and certain
interest rate and foreign currency futures contracts, the difference between the
price at which the contract was entered into and the contract's closing value is
settled between the purchaser and the  seller in cash. Futures Contracts  differ
from  options in that they are bilateral agreements, with both the purchaser and
the seller equally obligated to complete the transaction. Futures Contracts call
for settlement only  on the expiration  date, and cannot  be "exercised" at  any
other time during their term.
 
The  purchase or sale of a Futures Contract differs from the purchase or sale of
a security or the  purchase of an option  in that no purchase  price is paid  or
received.  Instead, an amount of cash or  cash equivalents, which varies but may
be as low as 5% or less of the value of the contract, must be deposited with the
broker as "initial margin." Subsequent payments to and from the broker, referred
to as "variation margin," are made on a daily basis as the value of the index or
instrument underlying the Futures Contract  fluctuates, making positions in  the
Futures  Contracts more  or less  valuable, a process  known as  "marking to the
market."
 
U.S. Futures Contracts may be purchased or sold only on an exchange, known as  a
"contract  market," designated by the CFTC for the trading of such contract, and
only through a registered futures commission merchant which is a member of  such
contract  market. A commission must be paid  on each completed purchase and sale
transaction. The contract  market clearing house  guarantees the performance  of
each  party to a Futures Contract, by in effect taking the opposite side of such
contract. At any time prior  to the expiration of  a Futures Contract, a  trader
may  elect  to close  out its  position by  taking an  opposite position  on the
contract market  on  which  the  position  was  entered  into,  subject  to  the
availability of a secondary market,
 
                                       63
<PAGE>
which  will operate  to terminate  the initial position.  At that  time, a final
determination of variation margin is made and any loss experienced by the trader
is required to be paid  to the contract market  clearing house while any  profit
due  to the trader must be delivered to it. Futures Contracts may also be traded
on foreign exchanges.
 
Interest rate  Futures Contracts  currently are  traded on  a variety  of  fixed
income  securities,  including long-term  U.S.  Treasury Bonds,  Treasury Notes,
Government National Mortgage  Association modified pass-through  mortgage-backed
securities  ,  and  U.S.  Treasury Bills.  In  addition,  interest  rate Futures
Contracts include contracts on indexes of municipal securities. Foreign currency
Futures Contracts currently are  traded on the  British pound, Canadian  dollar,
Japanese yen, Swiss franc, West German mark, and on Eurodollar deposits.
 
A  stock  index  or Eurodollar  Futures  Contract  provides for  the  making and
acceptance of a cash settlement in much the same manner as the settlement of  an
option  on a stock  index. The types  of indexes underlying  stock index futures
contracts are essentially the same as  those underlying stock index options,  as
described above. The index underlying a municipal bond index futures contract is
a broad-based index of municipal securities designed to reflect movements in the
municipal securities market as a whole. The index assigns weighted values to the
securities included in the index and its composition is changed periodically.
 
OPTIONS ON FUTURES CONTRACTS
 
An Option on a Futures Contract provides the holder with the right to enter into
a  "long" position  in the underlying  Futures Contract,  in the case  of a call
option, or a "short" position in the underlying Futures Contract, in the case of
a put option, at a  fixed exercise price up to  a stated expiration date or,  in
the  case of certain options,  on such date. Upon exercise  of the option by the
holder, the contract  market clearing  house establishes  a corresponding  short
position  for the  writer of  the option,  in the  case of  a call  option, or a
corresponding long position, in the case of  a put option. In the event that  an
option  is exercised, the  parties will be  subject to all  the risks associated
with the  trading of  Futures Contracts,  such as  payment of  variation  margin
deposits. In addition, the writer of an Option on a Futures Contract, unlike the
holder,  is subject to  initial and variation margin  requirements on the option
position.
 
A position in an Option on a Futures Contract may be terminated by the purchaser
or the  seller prior  to expiration  by  affecting a  closing purchase  or  sale
transaction,  subject to the availability of a liquid secondary market, which is
the purchase or sale of  an option of the same  series (i.e., the same  exercise
price  and  expiration date)  as the  option previously  purchased or  sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.
 
Options on Futures  Contracts that  are written or  purchased by  the Series  on
United States exchanges are traded on the same contract market as the underlying
Futures  Contract and, like Futures Contracts,  are subject to regulation by the
CFTC and the performance guarantee of the exchange clearing house. In  addition,
Options on Futures Contracts may be traded on foreign exchanges.
 
An  option, whether  based on  a Futures Contract,  a stock  index, or security,
becomes worthless to the holder when it expires. Upon exercise of an option, the
exchange or contract market clearing house assigns exercise notices on a  random
basis  to those of its members which have written options of the same series and
with the same  expiration date.  A brokerage  firm receiving  such notices  then
assigns  them on  a random basis  to those  of its customers  which have written
options of  the same  series and  expiration  date. A  writer therefore  has  no
control over whether an option will be exercised against it, nor over the timing
of such exercise.
 
FOREIGN CURRENCY FORWARD EXCHANGE CONTRACTS
 
A  foreign  currency  forward  exchange contract  (a  "Forward  Contract")  is a
contractual obligation  to purchase  or  sell a  specific  quantity of  a  given
foreign  currency for a fixed exchange rate  at a future date. Forward Contracts
are individually  negotiated  and are  traded  through the  "interbank  currency
market,"  an informal network of banks and brokerage firms which operates around
the clock and throughout the world. Transactions in the interbank market may  be
executed  only  through financial  institutions acting  as market-makers  in the
interbank market, or through brokers exercising purchases and sales through such
institutions. Market-makers in the interbank market generally act as  principals
in  taking the opposite side of their customers' positions in Forward Contracts,
and ordinarily charge a mark-up commission which may be included in the cost  of
the  Forward Contract. In addition, market-makers may require their customers to
deposit collateral upon entering  into a Forward Contract,  as security for  the
customer's  obligation to make  or receive delivery of  currency, and to deposit
additional collateral  if  exchange  rates  move  adversely  to  the  customer's
position.  Such deposits may  function in a  manner similar to  the margining of
Futures Contracts, described above.
 
Prior to the stated maturity date of  a Forward Contract, it may be possible  to
liquidate  the transaction by entering into  an offsetting contract. In order to
do so, however, a customer  may be required to  maintain both contracts as  open
positions  until maturity and to make or  receive a settlement of the difference
owed to or from the market-maker or broker at that time.
 
OPTIONS ON FOREIGN CURRENCIES
 
Options on foreign currencies  are traded in a  manner substantially similar  to
options on securities. In particular, an option on foreign currency provides the
holder  with the right to purchase, in the case of a call option, or to sell, in
the case of a put option, a stated quantity of a particular currency for a fixed
price up to a stated expiration date or, in the case of certain options, on such
date. The writer of the option undertakes the obligation to deliver, in the case
of a call option, or to purchase, in  the case of a put option, the quantity  of
the  currency  called for  in the  option, upon  exercise of  the option  by the
holder.
 
As in the case  of other types of  options, the holder of  an option on  foreign
currency  is required to pay a one-time, nonrefundable premium, which represents
the cost of purchasing the option. The holder can lose the entire amount of this
premium, as well as  related transaction costs, but  not more than this  amount.
The writer of the option, in contract, generally is required to make initial and
variation margin payments, similar to margin deposits required in the trading of
Futures  Contracts and  the writing  of other  types of  options. The  writer is
therefore subject to  risk of  loss beyond  the amount  originally invested  and
above the value of the option at the time it is entered into.
 
Certain  options  on foreign  currencies,  like Currency  Contracts,  are traded
over-the-counter through financial institutions acting as market-makers in  such
options and the underlying currencies. Such transactions therefore involve risks
not  generally associated with exchange-traded  instruments, which are discussed
below. Options on foreign currencies may  also be traded on national  securities
exchanges regulated by the SEC and on exchanges located in foreign countries.
 
Over-the-counter  transactions  can  only  be  entered  into  with  a  financial
institution willing to  take the  opposite side,  as principal,  of the  Series'
position,  unless the  institution acts  as broker and  is able  to find another
counterparty willing to  enter into the  transaction with the  Series. Where  no
such  counterparty is available, it will not be possible to enter into a desired
transaction. There also  may be  no liquid secondary  market in  the trading  of
over-the-counter  contracts, and the Series could  be required to retain options
purchased or written until exercise, expiration or maturity. This in turn  could
limit  the Series'  ability to  profit from open  positions or  to reduce losses
experienced, and could result in greater losses.
 
Further, over-the-counter transactions are  not subject to  the guarantee of  an
exchange clearing house, and the Series will therefore be subject to the risk of
default  by,  or the  bankruptcy of,  the financial  institution serving  as its
counterparty. One or more  of such institutions also  may decide to  discontinue
their  role  as  market-makers in  a  particular currency  or  security, thereby
restricting the Series' ability to enter into desired hedging transactions.  The
Series  will enter into an over-the-counter  transaction only with parties whose
creditworthiness has been reviewed and found satisfactory by Advisers.
 
96724 (REV. 5/96)
 
                                       64
<PAGE>


PART  C - OTHER INFORMATION
- ---------------------------

ITEM 24.(a)     FINANCIAL STATEMENTS:

The following financial statements are included in the registration statement:

    Financial Statements included in Part A:

         Financial Highlights

    Financial Statements included in Part B:

         All financial statements required by Part B were incorporated by
         reference to Registrant's 1996 Annual Report to Shareholders.
ITEM 24.(b)    EXHIBITS:

(1) Copy of the charter as now in effect;

         a)   Amended and Restated Articles of Incorporated (Incorporated by
              reference to Post-Effective Amendment Number 18 to the
              Registrant's Registration Statement on Form N-1A filed with the
              Securities and Exchange Commission on February 16, 1996)

         b)   Certificate of Designation of Series G Common Shares, Series H
              Common Shares, and Series I Common Shares (Incorporated by
              reference to Post-Effective Amendment Number 18 to the
              Registrant's Registration Statement on Form N-1A filed with the
              Securities and Exchange Commission on February 16, 1996)

         c)   Certificate of Designation of Series J Common Shares, Series K
              Common Shares, and Series L Common Shares (Incorporated by
              reference to Post-Effective Amendment Number 18 to the
              Registrant's Registration Statement on Form N-1A filed with the
              Securities and Exchange Commission on February 16, 1996)

         d)   Certificate of Designation of Series M Common Shares, Series N
              Common Shares, and Series O Common Shares (Incorporated by
              reference to Post-Effective Amendment Number 19 to the
              Registrant's Registration Statement on Form N-1A filed with the
              Securities and Exchange Commission on April 30, 1996)


                                         C-1

<PAGE>

(2) Copies of the existing by-laws or instruments corresponding thereto;

         Form of Amended and Restated Bylaws (Incorporated by reference to
         Post-Effective Amendment Number 18 to the Registrant's Registration
         Statement on Form N-1A filed with the Securities and Exchange
         Commission on February 16, 1996)

(3) Copies of any voting trust agreement with respect to more than 5 percent of
    any class of equity securities of the Registrant;

         Inapplicable

(4) Specimens or copies of each security issued by the Registrant, including
    copies of all constituent instruments, defining the rights of the holders
    of such securities, and copies of each security being registered;

         Inapplicable

(5) Copies of all investment advisory contracts relating to the management of
    the assets of the Registrant;
         a)   Form of Investment Advisory and Management Agreement by and
              between the Registrant and Fortis Advisers, Inc. (Incorporated by
              reference to Post-Effective Amendment Number 11 to the
              Registrant's Registration Statement on Form N-1A filed with the
              Securities and Exchange Commission in October 1992)

         b)   Form of Investment Advisory and Management Agreement by and
              between the Registrant and Fortis Advisers, Inc. (Pertaining to
              High Yield Series, Growth & Income Series, and Aggressive Growth
              Series) (Incorporated by reference to Post-Effective Amendment
              Number 13 to the Registrant's Registration Statement on Form N-1A
              filed with the Securities and Exchange Commission in February
              1994)

         c)   Form of Investment Advisory and Management Agreement by and
              between the Registrant and Fortis Advisers, Inc. (Pertaining to
              International Stock Series, Global Bond Series, and Global Asset
              Allocation Series) (Incorporated by reference to Post-Effective
              Amendment Number 14 to the Registrant's Registration Statement on
              Form N-1A filed with the Securities and Exchange Commission on
              October 13, 1994)

         d)   Form of Investment Sub-Advisory and Management Agreement by and
              between Fortis Advisers, Inc. and Lazard Freres Asset Management


                                         C-2

<PAGE>


              (Incorporated by reference to Post-Effective Amendment Number 14
              to the Registrant's Registration Statement on Form N-1A filed
              with the Securities and Exchange Commission on October 13, 1994)

         e)   Form of Investment Sub-Advisory and Management Agreement by and
              between Fortis Advisers, Inc. And Warburg Investment Management
              International Ltd. (Incorporated by reference to Post-Effective
              Amendment Number 14 to the Registrant's Registration Statement on
              Form N-1A filed with the Securities and Exchange Commission on
              October 13, 1994)

         f)   Form of Investment Sub-Advisory and Management Agreement by and
              between Fortis Advisers, Inc. and Morgan Stanley Asset Management
              Limited (Incorporated by reference to Post-Effective Amendment
              Number 14 to the Registrant's Registration Statement on Form N-1A
              filed with the Securities and Exchange Commission on October 13,
              1994)

         g)   Form of Investment Advisory and Management Agreement by and
              between the Registrant and Fortis Advisers, Inc. (Pertaining to
              Value Series, S&P 500 Index Series, and Blue Chip Stock  Series)
              (Incorporated by reference to Post-Effective Amendment Number 18
              to the Registrant's Registration Statement on Form N-1A filed
              with the Securities and Exchange Commission on February 16, 1996)

         h)   Investment Sub-Advisory Agreement between Fortis Advisers, Inc.
              and The Dreyfus Corporation (Incorporated by reference to
              Post-Effective Amendment Number 19 to the Registrant's
              Registration Statement on Form N-1A filed with the Securities and
              Exchange Commission on April 30, 1996)

         i)   Investment Sub-Advisory Agreement between Fortis Advisers, Inc.
              And T. Rowe Price Associates, Inc. (Incorporated by reference to
              Post-Effective Amendment Number 19 to the Registrant's
              Registration Statement on Form N-1A filed with the Securities and
              Exchange Commission on April 30, 1996)
 
(6) Copies of each underwriting or distribution contract between the Registrant
    and a principal underwriter, and specimens or copies of all agreements
    between principal underwriters and dealers;

         a)   Form of Underwriting and Distribution Agreement by and between
              the Registrant and Fortis  Investors, Inc. (Incorporated by
              reference to Post-Effective Amendment Number 18 to the
              Registrant's Registration Statement on Form N-1A filed with the
              Securities and Exchange Commission on February 16, 1996)


                                         C-3

<PAGE>

         b)   Dealer Sales Agreement (Incorporated by reference to
              Post-Effective Amendment Number 11 to the Registrant's
              Registration Statement on Form N-1A filed with the Securities and
              Exchange Commission in February 1994)

(7) Copies of all bonus, profit sharing, pension or other similar contracts or
    arrangements wholly or partly for the benefit of directors or officers of
    the Registrant in their capacity as such; if any such plan is not set forth
    in a formal document, furnish a reasonably detailed description thereof;

         Inapplicable

(8) Copies of all custodian agreements, and depository contracts under Section
    17(f) of the 1940 Act, with respect to securities and similar investments
    of the Registrant, including the schedule of remuneration;

         a)   Custody Agreement between Registrant and First Bank National
              Association (Incorporated by reference to Post-Effective
              Amendment Number 19 to the Registrant's Registration Statement on
              Form N-1A filed with the Securities and Exchange Commission on
              April 30, 1996)

         b)   Custody Agreement between Registrant and First Bank National
              Association (pertaining to Global Growth Series, International
              Stock Series, Global Bond Series, Global Asset Allocation Series,
              and Blue Chip Stock Series) (Incorporated by reference to
              Post-Effective Amendment Number 19 to the Registrant's
              Registration Statement on Form N-1A filed with the Securities and
              Exchange Commission on April 30, 1996)

(9) Copies of all other material contracts not made in the ordinary course 
    of business which are to be performed in whole or in part at or after the 
    date of filing the Registration Statement;

         Inapplicable

(10) An opinion and consent of counsel as to the legality of the securities 
     being registered, indicating whether they will when sold be legally issued,
     fully paid and non-assessable;

         a)   Opinion and consent of counsel (Incorporated by reference to
              Post-Effective Amendment Number 11 to the Registrant's
              Registration Statement on Form N-1A filed with the Securities and
              Exchange Commission in October 1992)

         b)   Opinion and consent of counsel (Incorporated by reference to
              Post-Effective Amendment Number 13 to the Registrant's
              Registration Statement on Form N-1A filed with the Securities and
              Exchange Commission in February 1994)


                                         C-4

<PAGE>

         c)   Opinion and consent of counsel (pertaining to Series J Common
              Shares (International Stock Series), Series K Common Shares
              (Global Bond Series), and Series L Common Shares (Global Asset
              Allocation Series)) (Incorporated by reference to Post-Effective
              Amendment Number 14  to the Registrant's Registration Statement
              on Form N-1A filed with the Securities and Exchange Commission in
              October 1994)

         d)   Opinion and consent of Dorsey & Whitney LLP (pertaining to Series
              M Common Shares (Value Series), Series N Common Shares (S&P 500
              Index Series), and Series O Common Shares (Blue Chip Stock
              Series)) (Incorporated by reference to Post-Effective Amendment
              Number 19 to the Registrant's Registration Statement on Form N-1A
              filed with the Securities and Exchange Commission on April 30,
              1996)

(11) Copies of any other opinions, appraisals or rulings and consents to 
     the use thereof relied on in the preparation of this Registration 
     Statement and required by Section 7 of the 1933 Act;

         Consent of KPMG Peat Marwick LLP

(12) All financial statements omitted from Item 23;

         Inapplicable

(13) Copies of any agreements or understandings made in consideration for 
     providing the initial capital between or among the Registrant, the 
     underwriter, adviser, promoter or initial stockholders and written 
     assurances from promoters or initial stockholders that their purchases 
     were made for investment purposes without any present intention of 
     redeeming or reselling;

         Inapplicable

(14) Copies of the model plan used in the establishment of any retirement 
     plan in conjunction with which Registrant offers its securities, any 
     instructions thereto and any other documents making up the model 
     plan. Such form(s) should disclose the costs and fees charged in 
     connection therewith;

         Inapplicable

(15) Copies of any plan entered into by Registrant pursuant to Rule 12b-1
     under the 1940 Act, which describes all material aspects of the
     financing of distribution of Registrant's shares, and any agreements
     with any person relating to implementation of such plan;

         Inapplicable


                                         C-5

<PAGE>


(16) Schedule for computation of each performance quotation provided in the
     Registration Statement in response to Item 22 (which need not be audited);

         Performance Quotation Computation Schedule (Incorporated by reference
         to Post-Effective Amendment Number 7 to Registrant's Registration
         Statement on Form N-1A filed with the Securities and Exchange
         Commission in March 1990)

(18) Copies of any plan entered into by the Registrant pursuant to Rule 18f-3
     under the 1940 Act, any agreement with any person relating to the 
     implementation of a plan, any amendment to a plan or agreement, and a 
     directors describing any action taken to revoke a plan.

         Inapplicable

ITEM 25.    PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

Furnish a list or diagram of all persons directly or indirectly controlled by or
under common control with the Registrant and as to each person indicate (1) if a
company, the state or other sovereign power under the laws of which it is
organized, and (2) the percentage of voting securities owned or other basis of
control by the person, if any, immediately controlling it.

         Inapplicable

ITEM 26.    NUMBER OF HOLDERS OF SECURITIES:

State in substantially the tabular form indicated, as of a specified date within
90 days prior to the date of filing, the number of record holders of each class
of securities of the Registrant:

    The following table sets forth the number of holders of shares of Fortis
    Series Fund, Inc. as of March 31, 1997.

                   (1)                           (2)
                                               Number of
              Title of Class                Record Holders
              --------------                --------------

         Common stock, par value
         $01. per share, Series A
         (Growth Stock Portfolio)                1

         Common stock, par value
         $01. per share, Series B
         (U. S. Government Securities
         Series)                                 1


                                         C-6


<PAGE>

         Common stock, par value
         $01. per share, Series C
         (Money Market Series)                   1

         Common stock, par value
         $01. per share, Series D
         (Managed Series)                        1

         Common stock, par value
         $01. per share, Series E
         (Income Series)                         1

         Common stock, par value
         $01. per share, Series F
         (Global Growth Series)                  1

         Common stock, par value
         $01. per share, Series G
         (High Yield Series)                     1

         Common stock, par value
         $01. per share, Series H
         (Growth & Income Series)                1

         Common stock, par value
         $01. per share, Series I
         (Aggressive Growth Series)              1

         Common stock, par value
         $01. per share, Series J
         (International Stock Series)            1

         Common stock, par value
         $01. per share, Series K
         (Global Bond Series)                    1

         Common stock, par value
         $01. per share, Series L
         (Global Asset Allocation Series)        1

         Common stock, par value
         $01. per share, Series M
         (Value Series)                          1


                                         C-7

<PAGE>

         Common stock, par value
         $01. per share, Series N
         (S&P 500 Index Series)                  1

         Common stock, par value
         $01. per share, Series O
         (Blue Chip Stock Series)                1

ITEM 27. INDEMNIFICATION:

State the general effect of any contract, arrangement or statute under which any
director, officer, underwriter or affiliated person of the Registrant is insured
or indemnified in any manner against any liability which may be incurred in such
capacity, other than insurance provided by any director, officer, affiliated
person or underwriter for their own protection.

    Incorporated by reference to Post-Effective Amendment Number 5 to
    Registrant's Registration Statement, filed with the Securities and Exchange
    Commission in February, 1988.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

Describe any other business, profession, vocation, or employment of a
substantial nature in which each investment adviser of the Registrant, and each
director, officer, or partner, of any such investment adviser, is or has been,
at any time during the past two fiscal years, engaged for his own account or in
the capacity of director, officer, employee, partner, or trustee.

    In addition to those listed in the Statement of Additional Information:


 
<TABLE>
<CAPTION>

                                                           Other business, professions,
                                                           vocations, or employments
                           Current position              of a substantial nature during
    Name                     with Advisers                    the past two years


<S>                     <C>                              <C>
Michael D. O'Connor     Qualified Plan Officer           Qualified Plan Officer of Fortis
                                                         Benefits Insurance Company

David L. Greenzang      Money Market                     Debt Securities Manager    
                        Portfolio Officer                with Fortis, Inc.

</TABLE>
 


ITEM 29.    PRINCIPAL UNDERWRITERS:

                                     C-8
<PAGE>

    (a)  Furnish the name of each investment company (other than the
         Registrant) for which each principal underwriter currently
         distributing securities of the Registrant also acts as a principal
         underwriter, depositor, or investment adviser.

         Fortis Advantage Portfolios, Inc.
         Fortis Equity Portfolios, Inc.
         Fortis Fiduciary Fund, Inc.
         Fortis Growth Fund, Inc.
         Fortis Income Portfolios, Inc.
         Fortis Money Portfolios, Inc.
         Fortis Securities, Inc.
         Fortis Tax-Free Portfolios, Inc.
         Variable Accounts C of Fortis Benefits Insurance Company
         Variable Accounts D of Fortis Benefits Insurance Company

    (b)  Furnish the information required by the following table with respect
         to each director, officer, or partner of each principal underwriter
         named in the answer to Item 21:

         In addition to those listed in the Statement of Additional
         Information:

Name and Principal      Positions and Offices         Positions and Offices
Business Address        with Underwriter              with Registrant

John E. Hite*           2nd Vice President and        Assistant Secretary
                        Assistant Secretary

Carol M. Houghtby*      2nd Vice President and             Accounting Officer
                        Treasurer

- --------------------------------------------------------------------------------

*    The business address of these persons is 500 Bielenberg Drive, Woodbury,
     Minnesota 55125.

(c)  Furnish the information required by the following table with respect to all
     commissions and other compensation received by each principal underwriter
     who is not an affiliated person of the Registrant or an affiliated person
     of such an affiliated person, directly or indirectly, from the Registrant
     during the Registrant's last fiscal year.

    Inapplicable


ITEM 30. LOCATION OF ACCOUNTS AND RECORDS:


                                         C-9

<PAGE>

With respect to each account, book or other document required to be maintained
by Section 31(a) of the 1940 Act and the Rules (17 CFR 270, 31a-1 to 31a-3)
promulgated thereunder, furnish the name and address of each person maintaining
physical possession of each such account, book or other document.

    Fortis Advisers, Inc., 500 Bielenberg Drive, Woodbury, Minnesota 55125

ITEM 31.    MANAGEMENT SERVICE:

Furnish a summary of the substantive provisions of any management-related
service  contract not discussed in Part I of this Form (because the contract was
not believed to be material to a purchaser of securities of the Registrant)
under which services are provided to the Registrant, indicating the parties to
the contract, the total dollars paid and by whom, for the last three fiscal
years.

         Inapplicable
 
ITEM 32. UNDERTAKINGS:

Furnish the following undertakings in substantially the following form in all
initial Registration Statements filed under the 1933 Act:

(a)  An undertaking to file an amendment to the Registration Statement with
     certified financial statements showing the initial capital received before
     accepting subscriptions from any persons in excess of 25 if Registrant 
     proposes to raise its initial capital pursuant to Section 14(a)(3) of the
     1940 Act:

              Inapplicable

(b)  An undertaking to file a post-effective amendment, using financial
     statements which need not be certified, within four to six months from 
     the effective date of Registrant's 1933 Act Registration Statement.

              Inapplicable

(c)  If the information called for by Item 5a is contained in the latest
     annual report to shareholders, an undertaking to furnish each person to 
     whom a prospectus is delivered with a copy of the Registrant's latest 
     annual report to shareholders, upon request and without charge.

              Registrant undertakes to furnish each person to whom a prospectus
              is delivered with a copy of the Registrant's latest annual report
              to shareholders, upon request and without charge.


                                         C-10
<PAGE>

                                      SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Woodbury, State of
Minnesota, on April 30, 1997

         FORTIS SERIES FUND, Inc.

    By:           /s/                      
         ----------------------------------
         Dean C. Kopperud, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates shown.

SIGNATURE AND TITLE


         /s/                                Dated April 30, 1997
- ------------------------------------------
Dean C. Kopperud, President
(principal executive officer) and Director


         /s/                                Dated April 30, 1997
- ------------------------------------------
Tamara L. Fagely, Treasurer
(principal financial and accounting officer)

Richard W. Cutting*
Director

Allan R. Freedman*
Director

Robert M. Gavin*
Director

Jean L. King*
Director

Edward M. Mahoney*
Director

                                                          /s/
                                                -------------------------------
Robb L. Prince*                                 Dean C. Kopperud, Director
Director                                        Pro Se and Attorney-in-Fact

Leonard J. Santow*
Director                                        Dated: April 30, 1997

Joseph M. Wikler*
Director

*Registrant's directors executing Power of Attorney dated March 21, 1996.

<PAGE>

[KPMG PEAT MARWICK LLP LETTERHEAD]



                         INDEPENDENT AUDITORS' CONSENT
                         -----------------------------



The Board of Directors
Fortis Series Fund, Inc.


We consent to the use of our report incorporated herein by reference and the
references to our Firm under the headings "Financial Highlights" in Part A and
"Custodian; Counsel; Accountants" in Part B of the Registration Statement.




                                                 KPMG Peat Marwick LLP



                                                 Minneapolis, Minnesota
                                                 April 29, 1997

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 85 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 01
   <NAME> GROWTH STOCK SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      422,121,191
<INVESTMENTS-AT-VALUE>                     661,691,687
<RECEIVABLES>                                  224,676
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                               919
<TOTAL-ASSETS>                             661,917,282
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      700,240
<TOTAL-LIABILITIES>                            700,240
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   426,254,517
<SHARES-COMMON-STOCK>                       20,286,628
<SHARES-COMMON-PRIOR>                       18,899,411
<ACCUMULATED-NII-CURRENT>                       66,146
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (4,674,117)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                   239,570,496
<NET-ASSETS>                               661,217,042
<DIVIDEND-INCOME>                              933,561
<INTEREST-INCOME>                            5,449,572
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (4,062,959)
<NET-INVESTMENT-INCOME>                      2,320,174
<REALIZED-GAINS-CURRENT>                    22,383,900
<APPREC-INCREASE-CURRENT>                   65,647,351
<NET-CHANGE-FROM-OPS>                       90,351,425
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (2,282,758)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,229,103
<NUMBER-OF-SHARES-REDEEMED>                  (911,048)
<SHARES-REINVESTED>                             69,162
<NET-CHANGE-IN-ASSETS>                     130,272,515
<ACCUMULATED-NII-PRIOR>                         28,730
<ACCUMULATED-GAINS-PRIOR>                 (27,058,017)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        3,734,829
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              4,062,959
<AVERAGE-NET-ASSETS>                       605,539,000
<PER-SHARE-NAV-BEGIN>                            28.09
<PER-SHARE-NII>                                   0.12
<PER-SHARE-GAIN-APPREC>                           4.50
<PER-SHARE-DIVIDEND>                            (0.12)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              32.59
<EXPENSE-RATIO>                                   0.67
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 79 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 02
   <NAME> U.S. GOVERNMENT SECURITIES SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      158,230,695
<INVESTMENTS-AT-VALUE>                     159,828,041
<RECEIVABLES>                                1,415,918
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                           514,161
<TOTAL-ASSETS>                             161,758,120
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       80,147
<TOTAL-LIABILITIES>                             80,147
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   170,784,186
<SHARES-COMMON-STOCK>                       15,296,587
<SHARES-COMMON-PRIOR>                       16,366,692
<ACCUMULATED-NII-CURRENT>                   10,455,469
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (21,159,028)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,597,346
<NET-ASSETS>                               161,677,973
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                           11,346,227
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (906,013)
<NET-INVESTMENT-INCOME>                     10,440,214
<REALIZED-GAINS-CURRENT>                     (834,376)
<APPREC-INCREASE-CURRENT>                  (6,445,889)
<NET-CHANGE-FROM-OPS>                        3,159,949
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                 (11,838,465)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                         (28,104)
<NUMBER-OF-SHARES-SOLD>                      1,061,458
<NUMBER-OF-SHARES-REDEEMED>                (3,307,239)
<SHARES-REINVESTED>                          1,175,676
<NET-CHANGE-IN-ASSETS>                    (21,009,358)
<ACCUMULATED-NII-PRIOR>                     11,853,720
<ACCUMULATED-GAINS-PRIOR>                 (20,296,548)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          786,612
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                906,013
<AVERAGE-NET-ASSETS>                       169,527,000
<PER-SHARE-NAV-BEGIN>                            11.16
<PER-SHARE-NII>                                   0.67
<PER-SHARE-GAIN-APPREC>                         (0.51)
<PER-SHARE-DIVIDEND>                            (0.75)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.57
<EXPENSE-RATIO>                                   0.53
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 79 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 03
   <NAME> MONEY MARKET SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       61,379,239
<INVESTMENTS-AT-VALUE>                      61,376,239
<RECEIVABLES>                                  655,008
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              62,031,247
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      124,896
<TOTAL-LIABILITIES>                            124,896
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    59,304,793
<SHARES-COMMON-STOCK>                        5,656,757
<SHARES-COMMON-PRIOR>                        3,861,531
<ACCUMULATED-NII-CURRENT>                    2,705,009
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (100,451)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       (3,000)
<NET-ASSETS>                                61,906,351
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            2,906,077
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (200,822)
<NET-INVESTMENT-INCOME>                      2,705,255
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                     (52,386)
<NET-CHANGE-FROM-OPS>                        2,652,869
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (2,223,183)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      5,746,206
<NUMBER-OF-SHARES-REDEEMED>                (4,157,440)
<SHARES-REINVESTED>                            206,460
<NET-CHANGE-IN-ASSETS>                      20,099,238
<ACCUMULATED-NII-PRIOR>                      2,222,937
<ACCUMULATED-GAINS-PRIOR>                    (121,076)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          157,756
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                200,822
<AVERAGE-NET-ASSETS>                        52,794,000
<PER-SHARE-NAV-BEGIN>                            10.83
<PER-SHARE-NII>                                   0.57
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                            (0.46)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              10.94
<EXPENSE-RATIO>                                   0.38
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 81 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 04
   <NAME> ASSET ALLOCATION SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      328,377,522
<INVESTMENTS-AT-VALUE>                     400,069,025
<RECEIVABLES>                                2,019,991
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                           669,900
<TOTAL-ASSETS>                             402,758,916
<PAYABLE-FOR-SECURITIES>                     4,799,680
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      246,903
<TOTAL-LIABILITIES>                          5,046,583
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   324,477,828
<SHARES-COMMON-STOCK>                       23,404,342
<SHARES-COMMON-PRIOR>                       21,479,436
<ACCUMULATED-NII-CURRENT>                      156,227
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      1,386,775
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    71,691,503
<NET-ASSETS>                               397,712,333
<DIVIDEND-INCOME>                              927,456
<INTEREST-INCOME>                           14,666,315
<OTHER-INCOME>                                       0
<EXPENSES-NET>                             (2,007,969)
<NET-INVESTMENT-INCOME>                     13,585,802
<REALIZED-GAINS-CURRENT>                    14,650,440
<APPREC-INCREASE-CURRENT>                   15,819,704
<NET-CHANGE-FROM-OPS>                       44,055,946
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                 (13,564,759)
<DISTRIBUTIONS-OF-GAINS>                   (6,227,823)
<DISTRIBUTIONS-OTHER>                        (158,951)
<NUMBER-OF-SHARES-SOLD>                      2,214,581
<NUMBER-OF-SHARES-REDEEMED>                (1,459,586)
<SHARES-REINVESTED>                          1,169,911
<NET-CHANGE-IN-ASSETS>                      56,201,027
<ACCUMULATED-NII-PRIOR>                        135,184
<ACCUMULATED-GAINS-PRIOR>                  (6,876,891)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,794,647
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              2,007,969
<AVERAGE-NET-ASSETS>                       371,036,000
<PER-SHARE-NAV-BEGIN>                            15.90
<PER-SHARE-NII>                                   0.61
<PER-SHARE-GAIN-APPREC>                           1.38
<PER-SHARE-DIVIDEND>                            (0.61)
<PER-SHARE-DISTRIBUTIONS>                       (0.28)
<RETURNS-OF-CAPITAL>                            (0.01)
<PER-SHARE-NAV-END>                              16.99
<EXPENSE-RATIO>                                   0.54
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 80 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 05
   <NAME> DIVERSIFIED INCOME SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      104,800,086
<INVESTMENTS-AT-VALUE>                     105,700,242
<RECEIVABLES>                                1,336,083
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             1,080
<TOTAL-ASSETS>                             107,037,405
<PAYABLE-FOR-SECURITIES>                     1,096,250
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      110,555
<TOTAL-LIABILITIES>                          1,206,805
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   107,281,596
<SHARES-COMMON-STOCK>                        9,046,813
<SHARES-COMMON-PRIOR>                        8,946,660
<ACCUMULATED-NII-CURRENT>                    7,379,870
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (9,731,022)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       900,156
<NET-ASSETS>                               105,830,600
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            7,883,291
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (581,347)
<NET-INVESTMENT-INCOME>                      7,301,944
<REALIZED-GAINS-CURRENT>                     (825,580)
<APPREC-INCREASE-CURRENT>                  (2,233,621)
<NET-CHANGE-FROM-OPS>                        4,242,743
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (8,135,037)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                         (78,938)
<NUMBER-OF-SHARES-SOLD>                        532,522
<NUMBER-OF-SHARES-REDEEMED>                (1,169,544)
<SHARES-REINVESTED>                            737,175
<NET-CHANGE-IN-ASSETS>                     (3,289,146)
<ACCUMULATED-NII-PRIOR>                      8,212,963
<ACCUMULATED-GAINS-PRIOR>                  (8,826,504)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          503,938
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                581,347
<AVERAGE-NET-ASSETS>                       106,466,000
<PER-SHARE-NAV-BEGIN>                            12.20
<PER-SHARE-NII>                                   0.82
<PER-SHARE-GAIN-APPREC>                         (0.40)
<PER-SHARE-DIVIDEND>                            (0.91)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                            (0.01)
<PER-SHARE-NAV-END>                              11.70
<EXPENSE-RATIO>                                   0.55
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 84 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 06
   <NAME> GLOBAL GROWTH SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      214,071,714
<INVESTMENTS-AT-VALUE>                     319,623,429
<RECEIVABLES>                                  497,537
<ASSETS-OTHER>                              79,685,151<F1>
<OTHER-ITEMS-ASSETS>                               795
<TOTAL-ASSETS>                             399,806,912
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   79,976,191<F1>
<TOTAL-LIABILITIES>                         79,976,191
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   231,190,342
<SHARES-COMMON-STOCK>                       16,836,922
<SHARES-COMMON-PRIOR>                       13,017,895
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                   (16,910,994)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                   105,551,373
<NET-ASSETS>                               319,830,721
<DIVIDEND-INCOME>                            1,472,770
<INTEREST-INCOME>                              979,521
<OTHER-INCOME>                                  93,561<F2>
<EXPENSES-NET>                             (2,139,529)
<NET-INVESTMENT-INCOME>                        406,323
<REALIZED-GAINS-CURRENT>                   (3,142,634)
<APPREC-INCREASE-CURRENT>                   46,400,736
<NET-CHANGE-FROM-OPS>                       43,664,425
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (433,609)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0 
<NUMBER-OF-SHARES-SOLD>                      4,179,864
<NUMBER-OF-SHARES-REDEEMED>                  (384,054)
<SHARES-REINVESTED>                             23,217
<NET-CHANGE-IN-ASSETS>                     111,917,818
<ACCUMULATED-NII-PRIOR>                         27,390
<ACCUMULATED-GAINS-PRIOR>                 (13,781,136)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                        1,888,142
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              2,139,529
<AVERAGE-NET-ASSETS>                       269,307,000
<PER-SHARE-NAV-BEGIN>                            15.97
<PER-SHARE-NII>                                   0.03
<PER-SHARE-GAIN-APPREC>                           3.03
<PER-SHARE-DIVIDEND>                            (0.03)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              19.00
<EXPENSE-RATIO>                                   0.79
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>SECURITIES VALUED AT $77,268,169 WERE ON LOAN TO BROKERS FROM THE PORTFOLIO.
FOR COLLATERAL, THE PORTFOLIO'S CUSTODIAN RECEIVED $79,685,151 IN CASH.
<F2>SECURITY LENDING INCOME THROUGH DECEMBER 31, 1996.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 81 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 07
   <NAME> HIGH YIELD SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       42,249,699
<INVESTMENTS-AT-VALUE>                      42,335,793
<RECEIVABLES>                                1,481,092
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                            94,457
<TOTAL-ASSETS>                              43,911,342
<PAYABLE-FOR-SECURITIES>                     1,308,750
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       24,532
<TOTAL-LIABILITIES>                          1,333,282
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    43,603,746
<SHARES-COMMON-STOCK>                        4,333,334
<SHARES-COMMON-PRIOR>                        2,888,618
<ACCUMULATED-NII-CURRENT>                       78,341
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (1,190,121)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        86,094
<NET-ASSETS>                                42,578,060
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            3,714,195
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (215,186)
<NET-INVESTMENT-INCOME>                      3,499,009
<REALIZED-GAINS-CURRENT>                       305,622
<APPREC-INCREASE-CURRENT>                    (372,410)
<NET-CHANGE-FROM-OPS>                        3,432,221
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (3,450,721)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                        (171,270)
<NUMBER-OF-SHARES-SOLD>                      1,622,409
<NUMBER-OF-SHARES-REDEEMED>                  (548,867)
<SHARES-REINVESTED>                            371,174
<NET-CHANGE-IN-ASSETS>                      14,448,913
<ACCUMULATED-NII-PRIOR>                         30,053
<ACCUMULATED-GAINS-PRIOR>                  (6,876,891)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          171,148
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                215,186
<AVERAGE-NET-ASSETS>                        34,294,000
<PER-SHARE-NAV-BEGIN>                             9.74
<PER-SHARE-NII>                                   1.04
<PER-SHARE-GAIN-APPREC>                           0.13
<PER-SHARE-DIVIDEND>                            (1.03)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                            (0.05)
<PER-SHARE-NAV-END>                               9.83
<EXPENSE-RATIO>                                   0.63
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 83 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 08
   <NAME> GROWTH & INCOME SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      108,930,533
<INVESTMENTS-AT-VALUE>                     133,537,710
<RECEIVABLES>                                1,476,837
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                               299
<TOTAL-ASSETS>                             135,014,846
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       82,641
<TOTAL-LIABILITIES>                             82,641
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                   110,792,259
<SHARES-COMMON-STOCK>                        8,898,856
<SHARES-COMMON-PRIOR>                        4,638,850
<ACCUMULATED-NII-CURRENT>                        4,639
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                      (471,870)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    24,607,177
<NET-ASSETS>                               134,932,205
<DIVIDEND-INCOME>                            2,245,756
<INTEREST-INCOME>                              748,726
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (726,219)
<NET-INVESTMENT-INCOME>                      2,268,263
<REALIZED-GAINS-CURRENT>                     1,336,739
<APPREC-INCREASE-CURRENT>                   15,884,901
<NET-CHANGE-FROM-OPS>                       19,489,903
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                  (2,285,895)
<DISTRIBUTIONS-OF-GAINS>                   (1,402,797)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,220,664
<NUMBER-OF-SHARES-REDEEMED>                  (205,106)
<SHARES-REINVESTED>                            244,448
<NET-CHANGE-IN-ASSETS>                      75,399,275
<ACCUMULATED-NII-PRIOR>                         22,271
<ACCUMULATED-GAINS-PRIOR>                    (405,812)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          660,575
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                726,219
<AVERAGE-NET-ASSETS>                        95,424,000
<PER-SHARE-NAV-BEGIN>                            12.83
<PER-SHARE-NII>                                   0.34
<PER-SHARE-GAIN-APPREC>                           2.54
<PER-SHARE-DIVIDEND>                            (0.34)
<PER-SHARE-DISTRIBUTIONS>                       (0.21)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              15.16
<EXPENSE-RATIO>                                   0.76
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 86 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 09
   <NAME> AGGRESSIVE GROWTH SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       82,127,278
<INVESTMENTS-AT-VALUE>                      97,419,760
<RECEIVABLES>                                   47,102
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             1,417
<TOTAL-ASSETS>                              97,468,279
<PAYABLE-FOR-SECURITIES>                       377,234
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      160,282
<TOTAL-LIABILITIES>                            537,516
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    87,922,312
<SHARES-COMMON-STOCK>                        7,116,883
<SHARES-COMMON-PRIOR>                        3,703,609
<ACCUMULATED-NII-CURRENT>                        1,353
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (6,285,384)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    15,292,482
<NET-ASSETS>                                96,930,763
<DIVIDEND-INCOME>                               19,920
<INTEREST-INCOME>                              746,010
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (595,075)
<NET-INVESTMENT-INCOME>                        170,855
<REALIZED-GAINS-CURRENT>                   (4,837,293)
<APPREC-INCREASE-CURRENT>                    6,947,700
<NET-CHANGE-FROM-OPS>                        2,281,262
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (169,502)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,864,188
<NUMBER-OF-SHARES-REDEEMED>                  (463,405)
<SHARES-REINVESTED>                             12,491
<NET-CHANGE-IN-ASSETS>                      49,987,501
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                  (1,448,091)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          535,835
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                595,075
<AVERAGE-NET-ASSETS>                        76,531,000
<PER-SHARE-NAV-BEGIN>                            12.68
<PER-SHARE-NII>                                   0.03
<PER-SHARE-GAIN-APPREC>                           0.94
<PER-SHARE-DIVIDEND>                            (0.03)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              13.62
<EXPENSE-RATIO>                                   0.78
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 82 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 10
   <NAME> GLOBAL ASSET ALLOCATION SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       33,831,706
<INVESTMENTS-AT-VALUE>                      36,914,826
<RECEIVABLES>                                  551,376
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                            89,069
<TOTAL-ASSETS>                              37,555,271
<PAYABLE-FOR-SECURITIES>                        54,375
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      193,864
<TOTAL-LIABILITIES>                            248,239
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    34,095,931
<SHARES-COMMON-STOCK>                        3,022,304
<SHARES-COMMON-PRIOR>                        1,757,747
<ACCUMULATED-NII-CURRENT>                       78,306
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         35,491
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     3,097,304
<NET-ASSETS>                                37,307,032
<DIVIDEND-INCOME>                              316,718
<INTEREST-INCOME>                              893,130
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (345,388)
<NET-INVESTMENT-INCOME>                        864,460
<REALIZED-GAINS-CURRENT>                       668,532
<APPREC-INCREASE-CURRENT>                    2,018,694
<NET-CHANGE-FROM-OPS>                        3,551,686
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (897,921)
<DISTRIBUTIONS-OF-GAINS>                     (601,285)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,436,030
<NUMBER-OF-SHARES-REDEEMED>                  (295,210)
<SHARES-REINVESTED>                            123,737
<NET-CHANGE-IN-ASSETS>                      17,226,862
<ACCUMULATED-NII-PRIOR>                            690
<ACCUMULATED-GAINS-PRIOR>                       79,321
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          258,678
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                345,388
<AVERAGE-NET-ASSETS>                        28,696,000
<PER-SHARE-NAV-BEGIN>                            11.42
<PER-SHARE-NII>                                   0.36
<PER-SHARE-GAIN-APPREC>                           1.19
<PER-SHARE-DIVIDEND>                            (0.38)
<PER-SHARE-DISTRIBUTIONS>                       (0.25)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.34
<EXPENSE-RATIO>                                   1.20
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 80 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 11
   <NAME> GLOBAL BOND SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       19,955,999
<INVESTMENTS-AT-VALUE>                      20,043,504
<RECEIVABLES>                                  632,870
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                           110,024
<TOTAL-ASSETS>                              20,786,398
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      558,777
<TOTAL-LIABILITIES>                            558,777
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    19,731,401
<SHARES-COMMON-STOCK>                        1,820,600
<SHARES-COMMON-PRIOR>                        1,167,231
<ACCUMULATED-NII-CURRENT>                      162,922
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                        188,958
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       144,340
<NET-ASSETS>                                20,227,621
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            1,067,999
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (179,911)
<NET-INVESTMENT-INCOME>                        888,088
<REALIZED-GAINS-CURRENT>                       329,721
<APPREC-INCREASE-CURRENT>                    (439,690)
<NET-CHANGE-FROM-OPS>                          778,119
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (669,496)
<DISTRIBUTIONS-OF-GAINS>                     (311,936)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        889,018
<NUMBER-OF-SHARES-REDEEMED>                  (324,860)
<SHARES-REINVESTED>                             89,211
<NET-CHANGE-IN-ASSETS>                       7,040,147
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                      115,503
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          131,386
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                179,911
<AVERAGE-NET-ASSETS>                        17,413,000
<PER-SHARE-NAV-BEGIN>                            11.30
<PER-SHARE-NII>                                   0.57
<PER-SHARE-GAIN-APPREC>                         (0.13)
<PER-SHARE-DIVIDEND>                            (0.43)
<PER-SHARE-DISTRIBUTIONS>                       (0.20)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.11
<EXPENSE-RATIO>                                   1.02
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 85 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 12
   <NAME> INTERNATIONAL STOCK SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       47,467,536
<INVESTMENTS-AT-VALUE>                      52,476,151
<RECEIVABLES>                                  168,809
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                               427
<TOTAL-ASSETS>                              52,645,387
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      314,046
<TOTAL-LIABILITIES>                            314,046
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    47,238,758
<SHARES-COMMON-STOCK>                        4,206,065
<SHARES-COMMON-PRIOR>                        1,892,068
<ACCUMULATED-NII-CURRENT>                       45,335
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         38,208
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     5,009,040
<NET-ASSETS>                                52,331,341
<DIVIDEND-INCOME>                              899,406
<INTEREST-INCOME>                              162,582
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               (427,608)
<NET-INVESTMENT-INCOME>                        634,380
<REALIZED-GAINS-CURRENT>                       919,558
<APPREC-INCREASE-CURRENT>                    3,683,445
<NET-CHANGE-FROM-OPS>                        5,237,383
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (698,708)
<DISTRIBUTIONS-OF-GAINS>                     (882,391)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,586,940
<NUMBER-OF-SHARES-REDEEMED>                  (404,381)
<SHARES-REINVESTED>                            131,438
<NET-CHANGE-IN-ASSETS>                      31,004,019
<ACCUMULATED-NII-PRIOR>                         12,900
<ACCUMULATED-GAINS-PRIOR>                       97,804
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          317,951
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                427,608
<AVERAGE-NET-ASSETS>                        37,390,000
<PER-SHARE-NAV-BEGIN>                            11.27
<PER-SHARE-NII>                                   0.20
<PER-SHARE-GAIN-APPREC>                           1.48
<PER-SHARE-DIVIDEND>                            (0.21)
<PER-SHARE-DISTRIBUTIONS>                       (0.30)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              12.44
<EXPENSE-RATIO>                                   1.15
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 82 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 13
   <NAME> VALUE SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             MAR-28-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       13,163,258
<INVESTMENTS-AT-VALUE>                      14,159,091
<RECEIVABLES>                                   81,479
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                           118,372
<TOTAL-ASSETS>                              14,358,942
<PAYABLE-FOR-SECURITIES>                       397,860
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        9,607
<TOTAL-LIABILITIES>                            407,467
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    12,965,555
<SHARES-COMMON-STOCK>                        1,226,043
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                        5,662
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                       (15,575)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       995,833
<NET-ASSETS>                                13,951,475
<DIVIDEND-INCOME>                               83,720
<INTEREST-INCOME>                               38,510
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (41,047)
<NET-INVESTMENT-INCOME>                         81,183
<REALIZED-GAINS-CURRENT>                      (15,575)
<APPREC-INCREASE-CURRENT>                      995,833
<NET-CHANGE-FROM-OPS>                        1,061,441
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (75,521)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,229,584
<NUMBER-OF-SHARES-REDEEMED>                   (10,203)
<SHARES-REINVESTED>                              6,662
<NET-CHANGE-IN-ASSETS>                      13,951,475
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           32,997
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 41,047
<AVERAGE-NET-ASSETS>                         6,432,000
<PER-SHARE-NAV-BEGIN>                            10.27
<PER-SHARE-NII>                                   0.14
<PER-SHARE-GAIN-APPREC>                           1.10
<PER-SHARE-DIVIDEND>                            (0.13)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.38
<EXPENSE-RATIO>                                   0.87<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>ANNUALIZED.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 83 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 14
   <NAME> S & P 500 INDEX SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             MAR-28-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       20,311,240
<INVESTMENTS-AT-VALUE>                      22,032,955
<RECEIVABLES>                                  130,705
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                63
<TOTAL-ASSETS>                              22,163,723
<PAYABLE-FOR-SECURITIES>                       131,334
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       53,800
<TOTAL-LIABILITIES>                            185,134
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    20,168,129
<SHARES-COMMON-STOCK>                        1,916,785
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                        6,792
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         85,203
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,718,465
<NET-ASSETS>                                21,978,589
<DIVIDEND-INCOME>                              185,080
<INTEREST-INCOME>                               12,220
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (68,798)
<NET-INVESTMENT-INCOME>                        128,502
<REALIZED-GAINS-CURRENT>                        86,309
<APPREC-INCREASE-CURRENT>                    1,718,465
<NET-CHANGE-FROM-OPS>                        1,933,276
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    (121,710)
<DISTRIBUTIONS-OF-GAINS>                       (1,106)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      2,011,060
<NUMBER-OF-SHARES-REDEEMED>                  (104,913)
<SHARES-REINVESTED>                             10,638
<NET-CHANGE-IN-ASSETS>                      21,978,589
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           34,900
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 68,798
<AVERAGE-NET-ASSETS>                        11,783,000
<PER-SHARE-NAV-BEGIN>                            10.09
<PER-SHARE-NII>                                   0.10
<PER-SHARE-GAIN-APPREC>                           1.37
<PER-SHARE-DIVIDEND>                            (0.09)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.47
<EXPENSE-RATIO>                                   0.79<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>ANNUALIZED.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 66 THROUGH 84 OF THE ANNUAL SHAREHOLDER
REPORT.
</LEGEND>
<CIK> 0000790558
<NAME> FORTIS SERIES FUND, INC.
<SERIES>
   <NUMBER> 15
   <NAME> BLUE CHIP STOCK SERIES
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             MAR-28-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       16,070,543
<INVESTMENTS-AT-VALUE>                      17,827,861
<RECEIVABLES>                                   45,525
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                             2,925
<TOTAL-ASSETS>                              17,876,311
<PAYABLE-FOR-SECURITIES>                       233,104
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       37,049
<TOTAL-LIABILITIES>                            270,153
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    15,836,984
<SHARES-COMMON-STOCK>                        1,508,633
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                          777
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                         11,079
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,757,318
<NET-ASSETS>                                17,606,158
<DIVIDEND-INCOME>                               93,062
<INTEREST-INCOME>                               51,685
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                (83,642)
<NET-INVESTMENT-INCOME>                         61,105
<REALIZED-GAINS-CURRENT>                        11,079
<APPREC-INCREASE-CURRENT>                    1,757,318
<NET-CHANGE-FROM-OPS>                        1,829,502
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                     (60,328)
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      1,790,768
<NUMBER-OF-SHARES-REDEEMED>                  (287,305)
<SHARES-REINVESTED>                              5,170
<NET-CHANGE-IN-ASSETS>                      17,606,158
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                           66,780
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                 83,642
<AVERAGE-NET-ASSETS>                         9,966,000
<PER-SHARE-NAV-BEGIN>                            10.07
<PER-SHARE-NII>                                   0.07
<PER-SHARE-GAIN-APPREC>                           1.60
<PER-SHARE-DIVIDEND>                            (0.07)
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              11.67
<EXPENSE-RATIO>                                   1.13<F1>
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>ANNUALIZED.
</FN>
        

</TABLE>


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