FORTIS ADVANTAGE PORTFOLIOS INC, POS AMI, 1995-10-19

FORTIS ADVANTAGE PORTFOLIOS INC
POS AMI, 1995-10-19

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<PAGE>

File No. 33-17759
FISCAL YEAR END - October 31

Registrant proposes that
this amendment will become
effective:
60 days after filing
---
As of the filing date
---
As of January 1, 1996
--------------------
Pursuant to Rule 485:
paragraph (a) X
---
paragraph (b)
---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /X/
--

Post-Effective Amendment No. 15

and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /X/
--

FORTIS ADVANTAGE PORTFOLIOS, INC.

(Exact Name of Registrant as Specified in Charter)

500 Bielenberg Drive, Woodbury, Minnesota 55125
(Address of Principal Executive Offices)

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

John E. Hite, Esq.
Assistant Secretary
500 Bielenberg Drive
Woodbury, Minnesota 55125
(Name and Address of Agent for Service)

Copy to:

Michael J. Radmer, Esq.
Dorsey & Whitney
2200 First Bank Place East
Minneapolis, Minnesota 55402

Pursuant to Section 270.24f-2 of the Investment Company Act of 1940, the
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933. The Rule 24f-2 Notice for the Registrant's most recent
fiscal year will be filed by October 31, 1995.

<PAGE>

FORTIS ADVANTAGE PORTFOLIOS, INC.
REGISTRATION STATEMENT ON FORM N-1A
- - ------------------------------------------------------------------------
CROSS REFERENCE SHEET
PURSUANT TO RULE 481(a) and Instruction F1 of Form N-1A
- - ------------------------------------------------------------------------
N-1A
ITEM NO.
- - --------
PART A (PROSPECTUS) PROSPECTUS HEADING
- - ------------------- ------------------

<TABLE>
<CAPTION>
<S> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . COVER PAGE (no caption)
2. Synopsis (optional). . . . . . . . . . . . . . SUMMARY OF FORTIS
. . . . . . . . . . . . . . . . . . . . . . . ADVANTAGE EXPENSES
3. Condensed Financial Information. . . . . . . . FINANCIAL HIGHLIGHTS
4. General Description of Registrant. . . . . . . ORGANIZATION AND CLASSIFICATION;
. . . . . . . . . . . . . . . . . . . . . . . INVESTMENT OBJECTIVES AND POLICIES
5. Management of Fund . . . . . . . . . . . . . . MANAGEMENT
6. Capital Stock and Other Securities . . . . . . CAPITAL STOCK; SHAREHOLDER INQUIRIES; DIVIDENDS AND CAPITAL GAINS
. . . . . . . . . . . . . . . . . . . . . . . DISTRIBUTIONS; TAXATION
7. Purchase of Securities Being Offered . . . . . HOW TO BUY PORTFOLIO SHARES; VALUATION OF SECURITIES
8. Redemption or Repurchase . . . . . . . . . . . REDEMPTION
9. Pending Legal Proceedings. . . . . . . . . . . None

PART B
- - ------
(STATEMENT OF ADDITIONAL INFORMATION) STATEMENT OF ADDITIONAL INFORMATION
- - ------------------------------------- -----------------------------------
HEADING
-------
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 & Principal . . . . . . . . .
Holders of Securities . . . . . . . . . . . . CAPITAL STOCK
16. Investment Advisory and
Other Services. . . . . . . . . . . . . . . . INVESTMENT ADVISORY AND OTHER SERVICES
17. Brokerage Allocation and Other . . . . . . . PORTFOLIO TRANSACTIONS AND
Practices . . . . . . . . . . . . . . . . . . ALLOCATION OF BROKERAGE
18. Capital Stock and Other Securities. . . . . . CAPITAL STOCK
19. Purchase, Redemption &
Pricing of Securities
Being Offered . . . . . . . . . . . . . . . . COMPUTATION OF NET ASSET VALUE
. . . . . . . . . . . . . . . . . . . . . . . . . AND PRICING; SPECIAL PURCHASE PLANS; REDEMPTION
20. Tax Status. . . . . . . . . . . . . . . . . . TAXATION
21. Underwriters. . . . . . . . . . . . . . . . . UNDERWRITER
22. Calculations of Performance Data. . . . . . . PERFORMANCE
23. Financial Statements. . . . . . . . . . . . . FINANCIAL STATEMENTS
</TABLE>

<PAGE>
UVW
SOLID ANSWERS FOR A CHANGING WORLD-REGISTERED TRADEMARK-

FORTIS STOCK FUNDS
PROSPECTUS
Dated January 1, 1996

Mailing Address:

P.O. Box 64284
St. Paul
Minnesota 55164
Street Address:

500 Bielenberg Drive
Woodbury
Minnesota 55125
Telephone: (612) 738-4000
Toll Free: 1-(800) 800-2638 Ext. 3012

This Prospectus concisely sets forth the information a prospective investor
should know about the Funds before investing. Investors should retain this
Prospectus for future reference. The Funds have filed a Statement of Additional
Information (also dated January 1, 1996) with the Securities and Exchange
Commission. The Statement of Additional Information is available free of charge
from Fortis Investors, Inc. ("Investors") at the above mailing address of the
Funds, and is incorporated by reference into this Prospectus in accordance with
the Commission's rules.

SHARES IN THE FUNDS 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.

<TABLE>
<S> <C>
ASSET ALLOCATION

VALUE

GROWTH & INCOME

CAPITAL

FIDUCIARY

GROWTH

CAPITAL APPRECIATION
</TABLE>

<PAGE>
The investment objectives of the Funds offered in this Prospectus are as
follows:

The ASSET ALLOCATION PORTFOLIO'S investment objective is maximum total return on
invested capital, to be derived mainly from capital appreciation, dividends and
interest. The Fund follows a flexible asset allocation strategy and invests in
equity securities, debt securities and money market instruments. ("ASSET
ALLOCATION")

The VALUE FUND'S investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund invests
primarily in equity securities and selects stocks based on a concept of
fundamental value. Under normal market conditions, it is the intention of this
Fund to maintain a median market capitalization for its portfolio of over $1
billion. ("MID TO LARGE CAP VALUE")

The GROWTH & INCOME FUND'S investment objectives are capital appreciation and
current income. The Fund invests primarily in equity securities that provide an
income component. Under normal market condtions, it is the intention of this
Fund to maintain a median market capitalization for its portfolio of greater
than $5 billion ("LARGE CAP GROWTH & INCOME")

The CAPITAL FUND'S investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund invests
primarily in equity securities and selects stocks based upon their growth
potential. Under normal market conditions, it is the intention of this Fund to
maintain a median market capitalization for its portfolio of greater than $5
billion. ("LARGE CAP GROWTH")

The FIDUCIARY FUND'S investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund invests
primarily in equity securities and selects stocks based upon their growth
potential. Under normal market conditions, it is the intention of this Fund to
maintain a median market capitalization for its portfolio of over $1 billion.
("MID TO LARGE CAP GROWTH")

The GROWTH FUND'S investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund invests
primarily in equity securities and selects stocks based upon their growth
potential. Under normal market conditions, it is the intention of this Fund to
maintain a median market capitalization for its portfolio of from $1 billion to
$5 billion ("MID CAP GROWTH")

The CAPITAL APPRECIATION PORTFOLIO'S investment objective is maximum long term
capital appreciation. Dividend and interest income from investments, if any, is
incidental. The Fund invests primarily in equity securities and selects stocks
based upon their growth potential. Under normal market conditions, it is the
intention of this Fund to maintain a median market capitalization for its
portfolio of less than $1 billion ("SMALL CAP GROWTH")

For information on "growth" and "value" investing as well as "median market
capitalization" see "Investment Objectives and Policies".

TABLE OF CONTENTS

PAGE
Class Shares.............................................................. 3
Summary of Fund Expenses.................................................. 4
Financial Highlights...................................................... 7
Organization and Classification........................................... 11
Investment Objectives and Policies........................................ 12
Management................................................................ 19
- Board of Directors.................................................. 19
- The Investment Adviser/Transfer Agent/ Dividend Agent............... 19
- The Underwriter and Distribution Expenses........................... 19
- Fund Expenses....................................................... 20
- Brokerage Allocation................................................ 20
Valuation of Securities................................................... 20
Capital Stock............................................................. 21
Dividends and Capital Gains Distributions................................. 21
Taxation.................................................................. 21
How To Buy Fund Shares.................................................... 21
- General Purchase Information........................................ 21
- Alternative Purchase Arrangements................................... 22
- Class A Shares--Initial Sales Charge Alternative.................... 22
- Class B and H Shares--Contingent Deferred Sales Charge
Alternatives...................................................... 24
- Class C Shares--Level Sales Charge Alternative...................... 24
- Class Z Shares (Effective March 1, 1996 for Growth Fund only)....... 25
- Special Purchase Plans for all Classes.............................. 25
Redemption................................................................ 25
- Contingent Deferred Sales Charge.................................... 26
Shareholder Inquiries..................................................... 27
ACH Authorization Agreement............................................... 28
Application............................................................... 29

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 the Funds or 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.

2
<PAGE>
CLASS SHARES

Each Fund offers investors the choice of four classes of shares with different
sales charges and expenses. These alternatives permit choosing the most
beneficial method of purchasing shares given the amount of the purchase, the
length of time the investor expects to hold the shares, and other circumstances.

CLASS A SHARES. Generally, an investor who purchases Class A shares pays a sales
charge at the time of purchase. As a result, Class A shares are not subject to
any charges when they are redeemed (except for sales at net asset value in
excess of $1 million which may be subject to a contingent deferred sales
charge). The initial sales charge may be reduced or waived for certain
purchases. Class A shares are subject to an annual Rule 12b-1 fee of .25% of
average daily net assets attributable to Class A shares (.45% on Class A shares
of the Asset Allocation and Capital Appreciation Portfolios.) This fee is lower
than the other classes and therefore Class A shares have lower expenses and pay
higher dividends. See "How to Buy Fund Shares--Class A Shares."

CLASS B AND H SHARES. The only difference between Class B and H shares is the
percentage of dealer concession paid to dealers. This difference does not in any
way affect the charges on an investor's shares. Class B and H shares both are
sold without an initial sales charge, but are subject to a contingent deferred
sales charge of 4% if redeemed within two years of purchase, with declining
charges for redemptions thereafter up to six years after purchase. Class B and H
shares are also subject to a higher annual Rule 12b-1 fee than Class A
shares--1.00% of the applicable Fund's average daily net assets attributable to
Class B or H shares, as applicable. However, after eight years, Class B and H
shares automatically will be converted to Class A shares at no charge to the
investor, resulting in a lower Rule 12b-1 fee thereafter. Class B and H shares
provide the benefit of putting all dollars to work from the time of investment,
but will have a higher expense ratio and pay lower dividends than Class A shares
due to the higher Rule 12b-1 fee and any other class specific expenses. See "How
to Buy Fund Shares--Class B and H Shares."

CLASS C SHARES. As with Class B and H shares, Class C shares: 1) are sold
without an initial sales charge, but are subject to a contingent deferred sales
charge; 2) are subject to the higher annual Rule 12b-1 fee of 1.00% of the
applicable Fund's average daily net assets attributable to Class C shares; and
3) provide the benefit of putting all dollars to work from the time of
investment, but will have a higher expense ratio and pay lower dividends than
Class A shares due to the higher Rule 12b-1 fee and any other class specific
expenses. While Class C shares, unlike Classes B and H, do not convert to Class
A shares, they are subject to a lower contingent deferred sales charge (1%) than
Class B or H shares and do not have to be held for as long a time (one year) to
avoid paying the contingent deferred sales charge. See "How to Buy Fund
Shares--Class C Shares."

CLASS Z SHARES. Beginning March 1, 1996, Growth Fund will also have Class Z
shares, which will not be subject to a Rule 12b-1 fee and therefore will have
the lowest expenses and pay the highest dividends. However, Class Z shares will
only be available for investment to shareholders of Special Portfolios, Inc.'s
Stock Portfolio on that date, when their Stock Portfolio shares will be
exchanged for Class Z shares of Growth Fund, and to the following:

1) officers, directors, employees, retirees, sales representatives, agents,
shareholders, and certain other persons closely identified with Fortis, Inc.
or its affiliates;

2) officers and directors of the Fund; or

3) pension, profit sharing, and other retirement plans created for the
benefit of any of the above persons.

IN SELECTING A PURCHASE ALTERNATIVE, YOU SHOULD CONSIDER, AMONG OTHER THINGS,
(1) the length of time you expect to hold your investment, (2) the amount of any
applicable sales charge (whether imposed at the time of purchase or redemption)
and Rule 12b-1 fees, as noted above, (3) whether you qualify for any reduction
or waiver of any applicable sales charge--if you are exempt from the sales
charge, you must invest in Class A shares (or, where applicable, Class Z
shares), (4) the various exchange privileges among the different classes of
shares and (5) the fact that Class B and H shares automatically convert to Class
A shares eight years after purchase.

3
<PAGE>
SUMMARY OF FUND EXPENSES

The Funds' front-end and asset-based sales charges are within the limitations
imposed by the NASD. Such charges are shown below:

SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
CLASS A CLASS B AND H CLASS C CLASS Z
SHARES SHARES SHARES SHARES ****
------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
price)............................................................... 4.75%* 0.00%** 0.00%** 0.00%
Maximum Deferred Sales Charge (as a percentage of original purchase
price or redemption proceeds, as applicable)......................... *** 4.00% 1.00% 0.00%
</TABLE>

- - ------------------------
*Since the Funds also pay an asset based sales charge, long-term shareholders
may pay more than the economic equivalent of the maximum front-end sales
charge permitted by NASD rules.
**Class B, H, and C shares are sold without a front end sales charge, but
their contingent deferred sales charge and Rule 12b-1 fees may cause
long-term shareholders to pay more than the economic equivalent of the
maximum permitted front end sales charges.
***A contingent deferred sales charge of 1.00% is imposed on certain
redemptions of Class A shares that were purchased without an initial sales
charge as part of an investment of $1 million or more. See "How to Buy Fund
Shares--Class A Shares."
****Only available for Growth Fund.

The purpose of the tables set forth below is to assist the investor in
understanding the various costs and expenses that an investor in the Fund will
bear, whether directly or indirectly. For a more complete description of the
various costs and expenses, see "Management" and "How to Buy Fund Shares".

ANNUAL FUND OPERATING EXPENSES (AS A % OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
CLASS A CLASS B, H
ASSET ALLOCATION PORTFOLIO SHARES AND C SHARES
- - -------------------------- ------- -------------
<S> <C> <C>
Management Fees..................................................... .96% .96%
12b-1 fees.......................................................... .45% 1.00%
Other Expenses...................................................... .16% .16%
------- ---
TOTAL FUND OPERATING EXPENSES..................................... 1.57% 2.12%
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B, H
VALUE FUND SHARES AND C SHARES
- - ----------- ------- -------------
<S> <C> <C>
Management Fees..................................................... 1.00% 1.00%
12b-1 fees.......................................................... .25% 1.00%
Other Expenses...................................................... .12%* .12%*
------- ---
TOTAL FUND OPERATING EXPENSES..................................... 1.37% 2.12%
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B, H
GROWTH & INCOME FUND SHARES AND C SHARES
- - ----------------------- ------- -------------
<S> <C> <C>
Management Fees..................................................... 1.00% 1.00%
12b-1 fees.......................................................... .25% 1.00%
Other Expenses...................................................... .12%* .12%*
------- ---
TOTAL FUND OPERATING EXPENSES..................................... 1.37% 2.12%
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B, H
CAPITAL FUND SHARES AND C SHARES
- - ------------ ------- -------------
<S> <C> <C>
Management Fees..................................................... .87% .87%
12b-1 fees.......................................................... .25% 1.00%
Other Expenses...................................................... .12% .12%
------- ---
TOTAL FUND OPERATING EXPENSES..................................... 1.24% 1.99%
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
CLASS A CLASS B, H
FIDUCIARY FUND SHARES AND C SHARES
- - --------------- ------- -------------
<S> <C> <C>
Management Fees..................................................... 1.00% 1.00%
12b-1 fees.......................................................... .25% 1.00%
Other Expenses...................................................... .37% .37%
------- ---
TOTAL FUND OPERATING EXPENSES..................................... 1.62% 2.37%
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B, H CLASS Z
GROWTH FUND SHARES AND C SHARES SHARES**
- - ------------ ------- ------------- -------
<S> <C> <C> <C>
Management Fees..................................................... .78% .78% .78%
12b-1 fees.......................................................... .25% 1.00% .00%
Other Expenses...................................................... .10% .10% .10%
------- --- -------
TOTAL FUND OPERATING EXPENSES..................................... 1.13% 1.88% .88%
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B, H
CAPITAL APPRECIATION PORTFOLIO SHARES AND C SHARES
- - ------------------------------- ------- -------------
<S> <C> <C>
Management Fees..................................................... 1.00% 1.00%
12b-1 fees.......................................................... .45% 1.00%
Other Expenses...................................................... .24% .24%
------- ---
TOTAL FUND OPERATING EXPENSES..................................... 1.69% 2.24%
</TABLE>

- - ------------------------
*The "other expenses" for these Funds, which commence operations on January 1,
1996, are based on Capital Fund's actual "other expenses" for fiscal year
1995. Since Capital Fund, Value Fund and Growth & Income Fund are all part of
Fortis Equity Portfolios, Inc., the expectation is that the "other expenses"
for all three Funds will be similar.
**This information is based upon Class A's actual expenses for fiscal year 1995.

EXAMPLE

You would pay the following expenses on a $1,000 investment over various time
periods assuming: (1) 5% annual return; and (2) redemption at the end of each
time period. This example includes conversion of Class B and H shares to Class A
shares after eight years and a waiver of deferred sales charges on Class B and H
shares of 10% of the amount invested. See "Contingent Deferred Sales
Charge--Class B, H, and C Shares."

<TABLE>
<CAPTION>
ASSET ALLOCATION PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - ---------------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $63 $95 $129 $225
Class B and H Shares.................. $58 $93 $132 $231
Class C Shares........................ $32 $66 $114 $245
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B and H Shares.................. $22 $66 $114 $231
Class C Shares........................ $22 $66 $114 $245
</TABLE>

<TABLE>
<CAPTION>
VALUE FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - ----------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $61 $89 $119 $204
Class B and H Shares.................. $58 $93 $132 $226
Class C Shares........................ $32 $66 $114 $245
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B and H Shares.................. $22 $66 $114 $226
Class C Shares........................ $22 $66 $114 $245
</TABLE>

5
<PAGE>

<TABLE>
<CAPTION>
GROWTH & INCOME FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - ----------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $61 $89 $119 $204
Class B and H Shares.................. $58 $93 $132 $226
Class C Shares........................ $32 $66 $114 $245
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
CAPITAL FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - ------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $60 $85 $112 $190
Class B and H Shares.................. $56 $89 $125 $212
Class C Shares........................ $30 $62 $107 $232
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B and H Shares.................. $20 $62 $107 $212
Class C Shares........................ $20 $62 $107 $232
</TABLE>

<TABLE>
<CAPTION>
FIDUCIARY FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - --------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $63 $ 96 $131 $231
Class B and H Shares.................. $60 $101 $145 $252
Class C Shares........................ $34 $ 74 $127 $271
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B and H Shares.................. $24 $74 $127 $252
Class C Shares........................ $24 $74 $127 $271
</TABLE>

<TABLE>
<CAPTION>
GROWTH FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - ------------ ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $58 $82 $107 $178
Class B and H Shares.................. $55 $86 $120 $201
Class C Shares........................ $29 $59 $102 $220
Class Z Shares........................ $ 9 $28 $ 49 $108
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B and H Shares.................. $19 $59 $102 $201
Class C Shares........................ $19 $59 $102 $220
</TABLE>

<TABLE>
<CAPTION>
CAPITAL APPRECIATION PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- - ---------------------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A Shares........................ $64 $98 $135 $238
Class B and H Shares.................. $59 $97 $138 $244
Class C Shares........................ $33 $70 $120 $257
</TABLE>

Assuming no redemption, the Class B, H, and C expenses on the same investment
would be as follows:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class B and H Shares.................. $23 $70 $120 $244
Class C Shares........................ $23 $70 $120 $257
</TABLE>

The above examples use 1995 historical data as a basis for the estimated
expenses of the time periods indicated and should not be considered a
representation of past or future expenses or performance. Actual expenses may be
greater or less than those shown.

6
<PAGE>
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 the applicable
Fund and the independent auditor's report of KPMG Peat Marwick LLP found in the
Funds' 1995 Annual Report to Shareholders which may be obtained without charge.
No information is presented for the Value and Growth & Income Funds since they
did not commence operations until January 1, 1996.

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------
TEN MONTHS
ENDED YEAR ENDED OCTOBER 31,
ASSET ALLOCATION AUGUST 31, ------------------------------------------------------------------
PORTFOLIO--CLASS A SHARES 1995 1994 1993 1992 1991 1990 1989 1988***
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $14.44 $15.43 $14.00 $13.34 $10.72 $11.91 $10.37 $10.00
- - ----------------------------------------------------------------------------------------------------------------------
Operations:
Investment
income--net........... .43 .37 .42 .53 .50 .42 .45 .32
Net realized and
unrealized gain (loss)
on investments........ 2.14 (.31) 1.52 .96 2.37 (1.00) 1.54 .05
- - ----------------------------------------------------------------------------------------------------------------------
Total from operations.... 2.57 .06 1.94 1.49 2.87 (.58) 1.99 .37
- - ----------------------------------------------------------------------------------------------------------------------
Distributions to
shareholders:
From investment
income--net........... (.40) (.33) (.51) (.82) (.25) (.61) (.45) --
From net realized
gains................. (.09) (.72) -- -- -- -- -- --
Excess distributions of
net realized gains.... -- -- -- (.01) -- -- -- --
- - ----------------------------------------------------------------------------------------------------------------------
Total distributions to
shareholders............ (.49) (1.05) (.51) (.83) (.25) (.61) (.45) --
- - ----------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period.................. $16.52 $14.44 $15.43 $14.00 $13.34 $10.72 $11.91 $10.37
- - ----------------------------------------------------------------------------------------------------------------------
Total return**........... 18.25% 0.48% 14.20% 11.55% 27.25% (5.27%) 20.10% 3.80%
Net assets at end of
period (000's
omitted)................ $132,939 $119,395 $108,488 $89,674 $27,270 $21,691 $8,820 $6,889
Ratio of expenses to
average daily net
assets.................. 1.57%* 1.55% 1.58% 1.58% 1.83% 1.98% 1.95% 1.95%*
Ratio of net investment
income to average daily
net assets.............. 3.31%* 2.60% 2.90% 4.05% 4.11% 3.89% 4.62% 5.55%*
Portfolio turnover
rate.................... 94% 94% 103% 45% 64% 112% 67% 52%
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------
NINE AND ONE-HALF MONTH PERIOD
FROM
NOVEMBER 14, 1994 THROUGH
AUGUST 31, 1995
CLASS B CLASS H CLASS C
ASSET ALLOCATION PORTFOLIO SHARES SHARES SHARES
- - ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period.............. $14.27 $14.27 $14.27
- - ----------------------------------------------------------------------------------
Operations:
Investment income--net.......................... .39 .39 .39
Net realized and unrealized gains (losses) on
investments.................................... 2.26 2.24 2.21
- - ----------------------------------------------------------------------------------
Total from operations............................. 2.65 2.63 2.60
- - ----------------------------------------------------------------------------------
Distributions to shareholders:
From investment income--net..................... (.37) (.37) (.37)
From net realized gains......................... (.09) (.09) (.09)
- - ----------------------------------------------------------------------------------
Total distributions to shareholders............... (.46) (.46) (.46)
- - ----------------------------------------------------------------------------------
Net asset value, end of period.................... $16.46 $16.44 $16.41
- - ----------------------------------------------------------------------------------
Total Return*..................................... 19.00% 18.86% 18.64%
Net assets at end of period (000's omitted) $692 $4,676 $777
Ratio of expenses to average daily net assets..... 2.12%* 2.12%* 2.12%*
Ratio of net investment income to average daily
net assets....................................... 2.52%* 2.54%* 2.52%*
Portfolio turnover rate........................... 94%+ 94%+ 94%+
- - ----------------------------------------------------------------------------------
</TABLE>

* Annualized.
** These are total returns during the periods, including reinvestment of all
dividend and capital gains distributions without adjustments for sales
charge.
*** January 4, 1988 to October 31, 1988.
+ For the period ended August 31, 1995. Portfolio turnover is computed at the
fund level.

7
<PAGE>

<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
NINE-MONTH
PERIOD ENDED
CAPITAL FUND-- YEAR ENDED AUGUST 31, AUGUST 31, YEAR ENDED NOVEMBER 30,
CLASS A SHARES 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period........... $18.36 $18.12 $17.86 $16.50 $13.55 $16.30 $11.63 $12.24 $14.04 $11.87
- - ------------------------------------------------------------------------------------------------------------------------------------
Operations:
Investment
income--net.... .08 .07 .14 .13 .13 .23 .21 .19 .13 .12
Net realized and
unrealized
gains (losses)
on
investments.... 3.62 1.73 1.25 1.63 4.03 (1.92) 4.69 1.04 (.93) 3.30
- - ------------------------------------------------------------------------------------------------------------------------------------
Total from
operations....... 3.70 1.80 1.39 1.76 4.16 (1.69) 4.90 1.23 (.80) 3.42
- - ------------------------------------------------------------------------------------------------------------------------------------
Distributions to
shareholders:
From investment
income--net.... (.08) (.12) (.09) (.11) (.18) (.25) (.23) (.17) (.10) (.19)
From net
realized
gains.......... (.76) (1.44) (1.04) (.29) (1.03) (.81) -- (1.67) (.90) (1.06)
- - ------------------------------------------------------------------------------------------------------------------------------------
Total
distributions to
shareholders..... (.84) (1.56) (1.13) (.40) (1.21) (1.06) (.23) (1.84) (1.00) (1.25)
- - ------------------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period.... $21.22 $18.36 $18.12 $17.86 $16.50 $13.55 $16.30 $11.63 $12.24 $14.04
- - ------------------------------------------------------------------------------------------------------------------------------------
Total return**.... 21.49% 10.56% 7.88% 10.77% 33.36% (10.99%) 42.53% 11.36% (7.31%) 29.63%
Net assets end of
period (000's
omitted)......... $291,263 $245,776 $246,369 $223,865 $191,390 $143,367 $142,459 $110,168 $116,303 $106,745
Ratio of expenses
to average daily
net assets....... 1.24% 1.21% 1.22% 1.23% 1.28%* 1.25% 1.09% 1.11% 1.07% 1.06%
Ratio of net
investment income
to average daily
net assets....... .42% .41% .77% .72% 1.19%* 1.66% 1.42% 1.59% .91% .93%
Portfolio turnover
rate............. 14% 41% 68% 18% 34% 62% 42% 92% 76% 80%
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------
NINE AND ONE-HALF MONTH PERIOD
FROM
NOVEMBER 14, 1994 THROUGH
AUGUST 31, 1995
CLASS B CLASS H CLASS C
CAPITAL FUND SHARES SHARES SHARES
- - ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period.............. $18.35 $18.35 $18.35
- - ----------------------------------------------------------------------------------
Operations:
Investment income--net.......................... -- -- --
Net realized and unrealized gains (losses) on
investments.................................... 3.58 3.58 3.57
- - ----------------------------------------------------------------------------------
Total from operations............................. 3.58 3.58 3.57
- - ----------------------------------------------------------------------------------
Distributions to shareholders:
From investment income--net..................... (.03) (.03) (.03)
From realized gains............................. (.76) (.76) (.76)
- - ----------------------------------------------------------------------------------
Total distributions to shareholders............... (.79) (.79) (.79)
- - ----------------------------------------------------------------------------------
Net asset value, end of period.................... $21.14 $21.14 $21.13
- - ----------------------------------------------------------------------------------
Total Return**.................................... 20.74% 20.74% 20.68%
Net assets end of period (000's omitted).......... $1,527 $4,052 $344
Ratio of expenses to average daily net assets..... 1.99%* 1.99%* 1.99%*
Ratio of net investment income (loss) to average
daily net assets................................. (.36%)* (.37%)* (.36%)*
Portfolio turnover rate........................... 14%+ 14%+ 14%+
- - ----------------------------------------------------------------------------------
</TABLE>

* Annualized.
** These are total returns during the periods, including reinvestment of all
dividend and capital gains distributions without adjustments for sales
charge.
+ For the period ended August 31, 1995. Portfolio turnover is calculated at the
fund level.

8
<PAGE>

<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------
EIGHT-MONTH
FIDUCIARY PERIOD ENDED
FUND--CLASS A YEAR ENDED AUGUST 31, AUGUST 31, YEAR ENDED DECEMBER 31,
SHARES 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value
beginning of
period............ $30.23 $30.07 $28.74 $26.77 $20.27 $25.96 $18.67 $17.57 $18.82 $17.80
- - -------------------------------------------------------------------------------------------------------------------------
Operations:
Investment income
(loss)--net..... (.16) (.14) (.09) .04 .06 .22 .18 .14 .03 --
Net realized and
unrealized gains
(losses)
on
investments..... 6.68 2.99 3.11 2.68 6.48 (3.09) 7.32 1.09 .11 3.29
- - -------------------------------------------------------------------------------------------------------------------------
Total from
operations........ 6.52 2.85 3.02 2.72 6.54 (2.87) 7.50 1.23 .14 3.29
- - -------------------------------------------------------------------------------------------------------------------------
Distributions to
shareholders:
From investment
income--net..... -- -- -- (.11) (.02) (.24) (.18) (.12) (.06) (.17)
From net realized
gains........... (1.21) (2.69) (1.69) (.64) (.02) (2.58) (.03) (.01) (1.33) (2.10)
- - -------------------------------------------------------------------------------------------------------------------------
Total distributions
to shareholders... (1.21) (2.69) (1.69) (.75) (.04) (2.82) (.21) (.13) (1.39) (2.27)
- - -------------------------------------------------------------------------------------------------------------------------
Net asset value,
end of period..... $35.54 $30.23 $30.07 $28.74 $26.77 $20.27 $25.96 $18.67 $17.57 $18.82
- - -------------------------------------------------------------------------------------------------------------------------
Total return**..... 22.71% 10.17% 10.58% 10.28% 32.23% (11.07%) 40.30% 7.01% .38% 19.93%
Net assets end of
period (000's
omitted).......... $63,195 $48,833 $47,543 $43,504 $39,367 $30,517 $33,647 $29,720 $33,151 $20,918
Ratio of expenses
to average daily
net assets........ 1.62% 1.45% 1.45% 1.47% 1.46%* 1.44% 1.42% 1.55% 1.39% 1.50%
Ratio of net
investment income
(loss) to average
daily net
assets............ (.53%) (.45%) (.31%) .14% .42%* 1.00% .67% .69% .23% .21%
Portfolio turnover
rate.............. 12% 25% 53% 26% 34% 68% 41% 97% 79% 82%
- - -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------
NINE AND ONE-HALF MONTH
PERIOD FROM
NOVEMBER 14, 1994 THROUGH
AUGUST 31, 1995
CLASS B CLASS H CLASS C
FIDUCIARY FUND SHARES SHARES SHARES
- - --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period.............. $30.15 $30.15 $30.15
- - --------------------------------------------------------------------------------
Operations:
Investment income (loss)--net................... (.13) (.17) (.12)
Net realized and unrealized gains (losses) on
investments.................................... 6.54 6.58 6.58
- - --------------------------------------------------------------------------------
Total from operations............................. 6.41 6.41 6.46
- - --------------------------------------------------------------------------------
Distributions to shareholders:
From investment income--net..................... -- -- --
From net realized gains......................... (1.21) (1.21) (1.21)
- - --------------------------------------------------------------------------------
Total distributions to shareholders............... (1.21) (1.21) (1.21)
- - --------------------------------------------------------------------------------
Net asset value, end of period.................... $35.35 $35.35 $35.40
- - --------------------------------------------------------------------------------
Total Return**.................................... 22.38% 22.38% 22.55%
Net assets at end of period (000's omitted)....... $473 $1,481 $272
Ratio of expenses to average daily net assets..... 2.37%* 2.37%* 2.37%*
Ratio of net investment income (loss) to average
daily net assets................................. (1.31%)* (1.29%)* (1.31%)*
Portfolio turnover rate........................... 12%+ 12%+ 12%+
- - --------------------------------------------------------------------------------
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
EIGHT-MONTH
GROWTH FUND-- PERIOD ENDED
CLASS A YEAR ENDED AUGUST 31, AUGUST 31, YEAR ENDED DECEMBER 31,
SHARES 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset
value,
beginning of
period...... $26.25 $29.09 $24.31 $24.40 $17.47 $20.92 $15.04 $14.07 $16.37 $14.37
- - -----------------------------------------------------------------------------------------------------------------------------------
Operations:
Investment
income
(loss)--net... (.04) (.10) (.06) .05 -- .24 .05 .10 .07 .03
Net
realized
and
unrealized
gain
(losses)
on
investments... 6.95 (.88) 5.52 1.16 6.93 (1.55) 6.36 .99 .05 2.71
- - -----------------------------------------------------------------------------------------------------------------------------------
Total from
operations... 6.91 (.98) 5.46 1.21 6.93 (1.31) 6.41 1.09 .12 2.74
- - -----------------------------------------------------------------------------------------------------------------------------------
Distributions
to
shareholders:
From
investment
income--net... -- -- (.04) (.02) -- (.24) (.05) (.09) (.12) (.15)
From net
realized
gains..... (.50) (1.86) (.64) (1.28) -- (1.90) (.48) (.03) (2.30) (.59)
- - -----------------------------------------------------------------------------------------------------------------------------------
Total
distributions
to
shareholders... (.50) (1.86) (.68) (1.30) -- (2.14) (.53) (.12) (2.42) (.74)
- - -----------------------------------------------------------------------------------------------------------------------------------
Net asset
value, end
of period... $32.66 $26.25 $29.09 $24.31 $24.40 $17.47 $20.92 $15.04 $14.07 $16.37
- - -----------------------------------------------------------------------------------------------------------------------------------
Total
return**.... 26.92% (3.77%) 22.69% 4.72% 39.67% (6.31%) 42.76% 7.76% (.30%) 19.80%
Net assets
end of
period
(000's
omitted).... $670,753 $558,589 $585,117 $473,258 $325,901 $237,182 $232,005 $189,810 $196,772 $160,974
Ratio of
expenses to
average
daily net
assets...... 1.13% 1.09% 1.10% 1.13% 1.20%* 1.21% 1.01% 1.05% .99% 1.00%
Ratio of net
investment
income
(loss) to
average
daily net
assets...... (.13%) (.36%) (.20%) .24% (.03%)* 1.30% .23% .64% .43% .29%
Portfolio
turnover
rate........ 27% 23% 49% 33% 33% 58% 43% 102% 80% 72%
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------
NINE AND ONE-HALF MONTH
PERIOD FROM
NOVEMBER 14, 1994 THROUGH
AUGUST 31, 1995
CLASS B CLASS H CLASS C
GROWTH FUND SHARES SHARES SHARES
- - ----------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period.... $25.85 $25.85 $25.85
- - ----------------------------------------------------------------------
Operations:
Investment income (loss)--net......... (.13) (.11) (.10)
Net realized and unrealized gains
(losses) on investments.............. 7.26 7.25 7.24
- - ----------------------------------------------------------------------
Total from operations................... 7.13 7.14 7.14
- - ----------------------------------------------------------------------
Distributions to shareholders:
From investment income--net........... -- -- --
From net realized gains............... (.50) (.50) (.50)
- - ----------------------------------------------------------------------
Total distributions to shareholders..... (.50) (.50) (.50)
- - ----------------------------------------------------------------------
Net asset value, end of period.......... $32.48 $32.49 $32.49
- - ----------------------------------------------------------------------
Total Return**.......................... 28.17% 28.21% 28.21%
Net assets at end of period (000's
omitted)............................... $2,179 $6,867 $264
Ratio of expenses to average daily net
assets................................. 1.88%* 1.88%* 1.88%*
Ratio of net investment income (loss) to
average daily net assets............... (1.09%)* (1.10%)* (1.10%)*
Portfolio turnover rate................. 27%+ 27%+ 27%+
- - ----------------------------------------------------------------------
</TABLE>

* Annualized.

** These are total returns during the periods, including reinvestment of all
dividend and capital gains distributions without adjustments for sales
charge.

+ For the period ended August 31, 1995. Portfolio turnover is calculated at the
fund level.

10
<PAGE>

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------
TEN
MONTHS
CAPITAL APPRECIATION ENDED YEAR ENDED OCTOBER 31,
PORTFOLIO-- AUGUST -----------------------------------------------------------------
CLASS A SHARES 31, 1995 1994 1993 1992 1991 1990 1989 1988****
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period..... $23.05 $27.38 $19.85 $19.80 $11.58 $15.44 $10.80 $10.00
- - ----------------------------------------------------------------------------------------------------------------------
Operations:
Investment income
(loss)-net***......... (.17) (.12) (.30) (.17) (.14) (.07) .05 .06
Net realized and
unrealized gain (loss)
on investments........ 7.79 (2.45) 7.83 .22 8.36 (3.06) 4.70 .74
- - ----------------------------------------------------------------------------------------------------------------------
Total from operations.... 7.62 (2.57) 7.53 .05 8.22 (3.13) 4.75 .80
- - ----------------------------------------------------------------------------------------------------------------------
Distributions to
shareholders:
From investment
income-net............ -- -- -- -- -- (.02) (.11) --
From net realized
gains................. -- (1.76) -- -- -- (.71) -- --
- - ----------------------------------------------------------------------------------------------------------------------
Total distributions to
shareholders............ -- (1.76) -- -- -- (.73) (.11) --
- - ----------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period.................. $30.67 $23.05 $27.38 $19.85 $19.80 $11.58 $15.44 $10.80
- - ----------------------------------------------------------------------------------------------------------------------
Total return**........... 33.06% (9.56%) 37.93% .25% 70.98% (21.21%) 44.38% 8.00%
Net assets at end of
period (000's
omitted)................ $90,918 $68,352 $58,434 $43,207 $29,992 $15,194 $13,046 $4,144
Ratio of expenses to
average daily net
assets.................. 1.69%* 1.62% 1.62% 1.68% 1.82% 1.88% 1.97% 1.95%*
Ratio of net investment
income (loss) to average
daily net assets........ (.82%)* (.61%) (1.23%) (.88%) (.97%) (.56%) .29% 1.54%*
Portfolio turnover
rate.................... 21% 36% 60% 43% 93% 62% 69% 65%
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------
NINE AND ONE-HALF MONTH PERIOD
FROM
NOVEMBER 14, 1994 THROUGH AUGUST
31, 1995
CLASS B CLASS H CLASS C
CAPITAL APPRECIATION PORTFOLIO SHARES SHARES SHARES
- - --------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period.... $22.45 $22.45 $22.45
- - --------------------------------------------------------------------------
Operations:
Investment income (loss)--net***...... (.35) (.36) (.36)
Net realized and unrealized gains
(losses) on investments.............. 8.47 8.49 8.49
- - --------------------------------------------------------------------------
Total from operations................... 8.12 8.13 8.13
- - --------------------------------------------------------------------------
Distributions to shareholders:
From investment income--net........... -- -- --
From realized gains................... -- -- --
- - --------------------------------------------------------------------------
Total distributions to shareholders..... -- -- --
- - --------------------------------------------------------------------------
Net asset value, end of period.......... $30.57 $30.58 $30.58
- - --------------------------------------------------------------------------
Total Return**.......................... 36.17% 36.21% 36.21%
Net assets end of period (000's
omitted)............................... $841 $2,115 $227
Ratio of expenses to average daily net
assets................................. 2.24%* 2.24%* 2.24%*
Ratio of net investment income (loss) to
average daily net assets............... (1.61%)* (1.62%)* (1.62%)*
Portfolio turnover rate................. 21%+ 21%+ 21%+
- - --------------------------------------------------------------------------
</TABLE>

* Annualized.
** These are total returns during the periods, including reinvestment of all
dividend and capital gains distributions without adjustments for sales
charge.
*** Per share amounts compiled based upon average shares outstanding during the
period.
**** January 4, 1988 to October 31, 1988.
+ Period ended August 31, 1995. Portfolio turnover is computed at fund level.

Each Fund may advertise its "cumulative total return," "average annual total
return," "systematic investment plan cumulative total return," and "systematic
investment plan average annual total return," and may compare such figures to
recognized indices. Performance figures are calculated separately for each class
of shares, and figures for each class will be presented. Each Fund may advertise
its relative performance as compiled by outside organizations such as Lipper
Analytical or Wiesenberger, or refer to publications which have mentioned the
Fund, 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 SEC is found in the applicable Fund's Annual Report
to Shareholders and will be made available without charge upon request.

ORGANIZATION AND CLASSIFICATION

Fortis Asset Allocation Portfolio ("Asset Allocation Portfolio") and Fortis
Capital Appreciation Portfolio ("Capital Appreciation Portfolio") are portfolios
of Fortis Advantage Portfolios, Inc. ("Fortis Advantage"). Fortis Value Fund
("Value Fund"), Fortis Growth & Income Fund ("Growth & Income Fund"), and Fortis
Capital Fund ("Capital

11
<PAGE>
Fund") are the three portfolios of Fortis Equity Portfolios, Inc. ("Fortis
Equity"). Fortis Fiduciary Fund, Inc. ("Fiduciary Fund") and Fortis Growth Fund,
Inc. ("Growth Fund") are single portfolio funds. The shares of each of these
seven portfolios/funds (collectively, the "Funds") currently are of four classes
(A, B, H, and C), each with different sales arrangements and expenses.

Fortis Advantage, Growth Fund, Fiduciary Fund, and Fortis Equity were each
incorporated under Minnesota law in 1987, 1958, 1981, and 1949, respectively,
and each is registered with the Securities and Exchange Commission under the
Investment Company Act of 1940 (the "1940 Act") as an "open-end diversified
management investment company".

While Fortis Advantage is currently comprised of four Portfolios-- Capital
Appreciation Portfolio, High Yield Portfolio, Asset Allocation Portfolio, and
Government Total Return Portfolio, only Asset Allocation Portfolio and Capital
Appreciation Portfolio are offered through this Prospectus.

Regarding Fortis Advantage and Fortis Equity, each portfolio is (with respect to
the other portfolio(s) in its investment company) for investment purposes, in
effect a separate investment fund. A separate series of capital shares is issued
for each portfolio. Each share issued with respect to a portfolio has a pro-rata
interest in the assets of that portfolio and has no interest in the assets of
any other portfolio. Each portfolio bears its own liabilities and also its
proportionate share of the general liabilities of its respective fund. In other
respects, each respective fund is treated as one entity.

INVESTMENT OBJECTIVES AND POLICIES

Through careful selection, broad diversification, and constant supervision, the
management of each Fund aims to limit and counteract various types of risk that
are inherent in all securities, and advance the value of the Funds' assets.
There is risk in all investments and fulfillment of the Funds' objectives cannot
be assured.

The Funds' investment objectives, which are set forth on page 2 and restated
below, could be changed without shareholder approval. While no such change is
contemplated, such a change could result in the Funds' objectives differing from
those deemed appropriate by an investor at the time of investment.

Any investment restriction or limitation, fundamental or otherwise, that
involves a maximum percentage of securities or assets shall not be considered to
be violated unless an excess over the percentage occurs immediately after an
acquisition of securities or utilization of assets, and such excess results
therefrom.

In seeking to obtain their investment objectives, each Fund, except Asset
Allocation Portfolio, will invest primarily in common stock 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, the
Funds may invest in high grade preferred stocks, bonds, other fixed income
securities (whether or not convertible into or carrying rights to purchase
common stock), short-term money market instruments, commercial paper,
obligations of banks or the United States Government, other high quality
short-term debt instruments, or cash, all without limitation. The Funds may
invest in both listed and unlisted securities.

Asset Allocation Portfolio, as more fully explained in "Investment Objectives
and Policies--Asset Allocation Portfolio", invests in a combination of equity
securities, debt securities and money market instruments.

It is expected that even when a Fund is "fully invested," generally a small
percentage of the Fund's assets will be held in short-term money market
instruments or cash, to pay redemption requests and Fund expenses.

INVESTMENT PHILOSOPHIES. In selecting equity securities for the Funds'
portfolios, Fortis Advisers, Inc. ("Advisers"), the investment adviser of the
Funds, uses two distinct equity investment philosophies. Specifically, Asset
Allocation Portfolio, Capital Fund, Fiduciary Fund, Growth Fund and Capital
Appreciation Portfolio use a "growth" philosophy and Value Fund uses a "value"
philosophy. Growth & Income Fund 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. Depending upon the market capitalization goals of a growth
portfolio, the manager will select stocks of small, mid or large capitalization
companies (or a combination of all three).

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 fully reflect such improvement. Often such a stock is "out of favor" and
priced low relative to the company's earnings, cash flow and book value. A
second source of

12
<PAGE>
"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.

MEDIAN MARKET CAPITALIZATION. "Market capitalization" is a measure of a
company's relative size and is calculated by multiplying the number of
outstanding shares of a company by the market price of those shares. Half of a
portfolio's assets are invested in securities of companies with market
capitalizations larger than the "median market capitalization" of the portfolio,
and half are invested in the securities of companies with market capitalizations
smaller than the median. For example, in a portfolio of nine securities with
respective market capitalizations of $1 billion, $1.5 billion, $2 billion, $3
billion, $5 billion, $8 billion, $8 billion, $8.75 billion and $9 billion, the
median market capitalization of this portfolio would be $5 billion because half
of the portfolio securities have market capitalizations that are smaller than
the median and half have market capitalizations that are larger than the median.
Median market capitalization is used as a measure of the "average" market
capitalization of a portfolio and is sometimes used in the mutual fund industry
to categorize a fund as "small cap", "mid cap" or "large cap." For purposes of
this Prospectus, the Funds consider "small cap" portfolios to have median market
capitalizations of less than $1 billion, "mid cap" portfolios to have median
market capitalizations of $1 to $5 billion and "large cap" portfolios to have
median market capitalizations of more than $5 billion.

As discussed on page 2 and in the "Investment Objective and Policies" for each
Fund, each Fund, except Asset Allocation Portfolio, intends to maintain its
median market capitalization within a certain range. There is, however, no
assurance that the Funds' median market capitalizations will always remain
within the designated ranges in light of constantly fluctuating market
conditions and the performance of the stocks held in the Funds' portfolios.

ASSET ALLOCATION PORTFOLIO

The Asset Allocation Portfolio's investment objective is maximum total return on
invested capital, to be derived mainly from capital appreciation, dividends and
interest.

Asset Allocation Portfolio will endeavor to achieve its investment objective by
following a flexible asset allocation strategy that contemplates shifts, which
may be frequent, among a wide range of investments and markets. Asset Allocation
Portfolio will invest in equity securities of domestic and foreign issuers,
including common stocks, preferred stocks, convertible securities, and warrants;
debt securities of domestic and foreign issuers, including bonds, debentures,
and notes; and money market instruments.

Advisers has broad latitude in selecting the class of investments and market
sectors in which the Portfolio will invest. Asset Allocation Portfolio will not
be a "balanced" fund and, therefore, will not be required continually to
maintain a portion of its investments in each of its permitted investment types.

Depending upon prevailing economic and market conditions, Asset Allocation
Portfolio 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 any
combination thereof. For example, during periods when Advisers believes that the
overall return on equity securities will exceed the return on debt securities,
Asset Allocation Portfolio may be fully or substantially invested in equity
securities. In contrast, Asset Allocation Portfolio normally would be invested
primarily in debt securities during periods when Advisers believes that the
total return from investing in debt securities will exceed the return on equity
securities. Finally, during periods when Advisers believes interest rates will
rise, Asset Allocation Portfolio may be primarily invested in short-term money
market securities.

Unlike shareholders of other funds, a shareholder of Asset Allocation Portfolio
confers substantially more investment discretion on the investment adviser,
enabling the investment adviser to invest in a wide variety of investment
securities.

EQUITY SECURITIES. Asset Allocation Portfolio may invest, without limitation, in
equity securities, including common stocks, preferred stocks, and securities
convertible into equity securities. In selecting investments in equity
securities for the Portfolio, Advisers uses a "growth" philosophy and primarily
looks for the potential for capital appreciation. The Portfolio generally
invests in equity securities of companies which, in Adviser's judgment, are
undervalued and show promise of substantial capital appreciation because of new
management, products, services, markets, or other factors.

CMOS AND MULTI-CLASS PASS-THROUGH SECURITIES. 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

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<PAGE>
classes of a CMO on a monthly, quarterly or semi-annual 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.

ZERO COUPON OBLIGATIONS. Asset Allocation Portfolio may invest in zero coupon
obligations of the U.S. Government, U.S. Government agencies, and corporate
issuers, including rights to "stripped" coupon and principal payments. Certain
U.S. Government obligations (principally, Treasury Notes and Treasury Bonds) and
corporate obligations are "stripped" of their coupons, and the rights to receive
each coupon payment and the principal payment are sold as separate securities.
Once separated, each coupon as well as the principal amount represents a
different single-payment claim due from the issuer of the security. Each
single-payment claim (coupon or principal) is equivalent to a zero coupon bond.
A zero coupon security pays no interest to its holder during its life, and its
value consists of the difference between its face value at maturity (the coupon
or principal amount), if held to maturity, or its market price on the date of
sale, if sold prior to maturity, and its acquisition price (the discounted
"present value" of the payment to be received).

Certain zero coupon obligations represent direct obligations of the issuer of
the "stripped" coupon and principal payments. Other zero coupon obligations are
securities issued by financial institutions which constitute a proportionate
ownership of an underlying pool of stripped coupon or principal payments. Asset
Allocation Portfolio may invest in either type of zero coupon obligation. The
investment policies and restrictions applicable to corporate and government
securities in such Portfolio shall apply equally to the Portfolio's investments
in zero coupon securities (including, for example, minimum corporate bond
ratings and percentage limitations).

MUNICIPAL SECURITIES. Asset Allocation Portfolio may invest not more than 20% of
its total assets in municipal securities during periods when such securities
appear to offer more attractive returns than taxable securities.

OTHER DEBT AND MONEY MARKET SECURITIES. In addition to its investments in equity
securities and in obligations of the United States Government, its agencies, and
instrumentalities, Asset Allocation Portfolio may invest in a variety of long,
intermediate, and short-term debt securities. Such instruments may include the
following:

(a) CORPORATE BONDS. Asset Allocation Portfolio may invest, without
limitation, in corporate bonds rated within the four highest rating grades
assigned by Moody's or S&P, or comparably rated by another nationally
recognized rating agency, and may invest up to 30% of its assets in lower
rated bonds; however, the Portfolio will not invest in bonds rated below Caa
by Moody's or CCC by S&P, or comparably rated by another nationally
recognized rating agency;

(b) BANK OBLIGATIONS. Asset Allocation Portfolio may invest in: (i)
obligations (including certificates of deposit and bankers acceptances) of
United States banks, savings and loan associations, and savings banks, which
institutions have total assets (as of the date of their most recent annual
financial statements at the time of investment) of not less than $1 billion;
(ii) U.S. dollar denominated obligations of Canadian chartered banks, London
branches of United States banks, and United States branches or agencies of
foreign banks which meet the asset size referred to in (i) above; and (iii)
obligations of the institutions referred to in (i) above which have total
assets of less than $1 billion, provided that the amount of the obligations
purchased does not exceed $100,000 for any one such institution, and the
payment of the principal is insured by the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance Corporation; and

(c) COMMERCIAL PAPER. Asset Allocation Portfolio may invest, without
limitation, in commercial paper issued by United States corporations or
affiliated foreign corporations and rated (or guaranteed by a company whose
commercial paper is rated) at the date of investment Prime-2 or higher by
Moody's or A-2 or higher by S&P, or comparably rated by another nationally
recognized rating agency, or, if not rated, issued by a corporation having
an outstanding debt issue rated A or better by Moody's or S&P, or comparably
rated by another nationally recognized rating agency, and, if issued by an
affiliated foreign corporation, such commercial paper (not to exceed in the
aggregate 20% of the Portfolio's net assets) is U.S. dollar denominated and
not subject at the time of purchase to foreign tax withholding.

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.

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 serve
their principal and interest payment obligations, to meet projected business
goals, and to obtain additional financing. If the issuer of a security held by
Asset Allocation Portfolio defaulted, Asset Allocation Portfolio may incur
additional expenses to seek recovery. In addition, periods of economic

14
<PAGE>
uncertainty and changes can be expected to result in increased volatility of
market prices of high-yielding securities and the Portfolio's asset value.
Furthermore, in the case of high-yielding securities structured as zero coupon
or debentures the interest on which may be paid in other securities rather than
cash ("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, Asset
Allocation Portfolio 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 Portfolio's assets. If Asset Allocation Portfolio
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 Portfolio's 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 Advantage's Board of Directors to accurately value high-yielding
securities and Asset Allocation Portfolio's assets and the Portfolio's 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. 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 Asset Allocation Portfolio may
involve special registration responsibilities, liabilities and costs, and
liquidity and valuation difficulties.

Certain risks are associated with applying credit ratings as a method of
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 Asset Allocation Portfolio 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 Asset Allocation Portfolio can meet redemption requests. The
achievement of the investment objective of Asset Allocation Portfolio may be
more dependent upon Advisers' own credit analysis than is the case for higher
quality bonds. Also, Asset Allocation Portfolio may retain a portfolio security
whose rating has been changed if the security otherwise meets the Portfolio's
investment objective and investment criteria.

As noted above, the Asset Allocation Portfolio may invest up to 30% of its
assets in lower rated bonds. The Asset Allocation Portfolio may retain a
portfolio security whose rating has been changed if the security otherwise meets
the Portfolio's investment objective and investment criteria. Lower rated bonds
in which the Asset Allocation Portfolio may invest include high yield
securities. For the fiscal period ended August 31, 1995, the weighted average
percentage of Asset Allocation Portfolio's long-term bond investments
represented by certain securities is set forth in the following table:

<TABLE>
<CAPTION>
STANDARD & POOR'S RATING PERCENT OF TOTAL
(OR EQUIVALENT) INVESTMENTS
- - ---------------------------------------------- ------------------
<S> <C>
AAA........................................... 60.7%
AA............................................ 6.3%
A............................................. 4.2%
BBB........................................... 6.2%
BB............................................ 3.9%
B............................................. 15.0%
CCC........................................... 1.3%
Below CCC..................................... 0%
All unrated bonds as a group.................. 2.4%
-----
100.0%
</TABLE>

VALUE FUND

The Value Fund's investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund invests
primarily in equity securities and selects stocks based on the "value"
philosophy. Under normal market conditions, it is the intention of this Fund to
maintain a median market capitalization of over $1 billion, making it a "mid to
large cap value fund."

GROWTH & INCOME FUND

The Growth & Income Fund's investment objectives are capital appreciation and
current income. Under normal market conditions, it is the intention of the Fund
to maintain a median market capitalization of over $5 billion, making it a
"large cap fund."

Growth & Income Fund will pursue its investment objectives by investing in a
broadly diversified portfolio of primarily equity securities, with an emphasis
on securities of companies that have a history of dividend payments. Companies
will be selected on the basis of both historical and potential long-term growth
and continued dividend payments.

CAPITAL FUND

The Capital Fund's investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund uses a
"growth" philosophy and invests primarily in equity securities. Under normal
market conditions, it is the intention of this Fund to maintain a median market
capitalization for its portfolio of greater than $5 billion, making it a "large
cap growth fund." On September 30, 1995, the Fund's median market capitalization
was $6.2 billion.

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<PAGE>
FIDUCIARY FUND

The Fiduciary Fund's investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund uses a
"growth" philosophy and invests primarily in equity securities. Under normal
market conditions, it is the intention of this Fund to maintain a median market
capitalization for its portfolio of over $1 billion, making it a "mid to large
cap growth fund." On September 30, 1995, the Fund's median market capitalization
was $6.2 billion.

GROWTH FUND

The Growth Fund's investment objective is short and long term capital
appreciation. Current income is only a secondary objective. The Fund uses a
"growth" philosophy and invests primarily in equity securities. Under normal
market conditions, it is the intention of this Fund to maintain a median market
capitalization for its portfolio of from $1 billion to $5 billion, making it a
"mid cap growth fund." On September 30, 1995, the Fund's median market
capitalization was $2.8 billion.

CAPITAL APPRECIATION PORTFOLIO

The Capital Appreciation Portfolio's investment objective is maximum long term
capital appreciation. Dividend and interest income from investments, if any, is
incidental. The Fund uses a "growth" philosophy and invests primarily in equity
securities. Under normal market conditions, it is the intention of this Fund to
maintain a median market capitalization for its portfolio of less than $1
billion, making it a "small cap growth fund." On September 30, 1995, the Fund's
median market capitalization was $.85 billion.

Capital Appreciation Portfolio's policy is to invest, under normal
circumstances, at least 65% of its assets (exclusive of collateral in connection
with securities lending) in: (a) common stocks 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 (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 or
services, changes in demand factors, basic changes in the economic environment,
or rejuvenated management. Emerging growth companies generally have annual gross
revenues ranging from $50 million to $300 million, 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 Capital Appreciation Portfolio will invest primarily in common stocks, the
Portfolio may, to a limited extent, seek appreciation in other types of
securities such as foreign or 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 Portfolio 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.

The nature of investing in emerging growth companies involves greater risk than
is customarily associated with investments in more established companies.
Emerging growth companies often have limited product lines, markets, or
financial resources, and they may be dependent on one-person management. 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 growth companies or the market averages in general.
Shares of Capital Appreciation Portfolio, 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.

OTHER INVESTMENT PRACTICES OF THE FUNDS

ILLIQUID SECURITIES. Policies which could be changed without shareholder
approval prohibit each Fund except Growth Fund from investing more than 5% of
its assets in securities of unseasoned issuers, including their predecessors,
which have been in operation for less than three years and each Fund, except
Growth Fund, from investing 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. Securities that have been
determined to be liquid by the applicable Board of Directors, or by Advisers
subject to the oversight of such Board of Directors, will not be subject to this
limitation. Commercial paper issued pursuant to the private placement exemption
of Section 4(2) of the 1933 Act and securities that are eligible for resale
under Rule 144A under the 1933 Act that have legal or contractual restrictions
on resale but have a readily available market are not deemed illiquid securities
for this purpose.

With respect to Growth Fund, a policy which may not be changed without
shareholder approval is that the Fund may invest up to 5% of its assets (at the
time of investment) in each of the following: (a) securities which it might not
be free to sell to the public without registration of such securities under the
Securities Act of 1933; and (b) in bonds, debentures or other debt securities
which are not publicly distributed. However, this policy is further restricted
by a policy which could be changed without shareholder approval, which:
prohibits more than an aggregate of 5% of the Fund's assets from being invested
in: (a) restricted securities (both debt and equity); (b) equity securities of
any issuer which are not readily marketable; and (c) companies which have been
in business for less than three years.

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<PAGE>
MORTGAGE-RELATED SECURITIES. Asset Allocation Portfolio and Growth & Income Fund
may invest in certain types of 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. Such Funds may invest to a limited extent in
collateralized mortgage obligations.

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
Funds. 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.

TRANSACTIONS IN OPTIONS, FUTURES, AND FORWARD CONTRACTS. Each Fund, except
Growth Fund, may, to a limited extent, enter into options, futures, and forward
contracts on a variety of investments and indexes, in order to protect against
declines in the value of Portfolio securities or increases in the cost of
securities to be acquired ("hedging") and, in the case of options on securities
or indexes of securities, to increase a Portfolio's gross income.

REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements.

BORROWINGS. Each Fund, except Growth Fund, may borrow money from banks as a
temporary measure to facilitate redemptions.

FOREIGN SECURITIES. Each Fund except Asset Allocation Portfolio may invest up to
10%, and Asset Allocation Portfolio may invest up to 20%, of its total assets
(at the time of investment) in foreign securities.

Investors should recognize that investing in foreign companies involves certain
considerations, including those discussed below, which are not typically
associated with investing in the United States issuers. Since the indicated
Funds may invest in securities denominated in currencies other than U.S.
dollars, and since they may temporarily hold funds in bank deposits or other
money market investments denominated in foreign currencies, they may be affected
favorably or unfavorably by exchange control regulations or changes in the
exchange rate between such currencies and the dollar. A change in the value of a
foreign currency relative to the U.S. dollar will result in a corresponding
change in the dollar value of the indicated Fund's assets denominated in that
foreign currency. Changes in foreign currency exchange rates may also affect the
value of dividends and interest earned, gains and losses realized in the sale of
securities, and net investment income and gains, if any, to be distributed to
shareholders by the indicated Funds. The rate of exchange between the U.S.
dollar and other currencies is determined by the forces of supply and demand in
the foreign exchange markets. These forces are affected by the international
balances of payments and other economic and financial conditions, government
intervention, speculation, and other factors.

Foreign securities held by the Funds may not be registered with, nor the issuers
thereof be subject to, reporting requirements of the U.S. Securities and
Exchange Commission. Accordingly, there may be less publicly available
information about the securities and about the foreign company or government
issuing them than is available about a domestic company or government entity.
Foreign companies are generally not subject to uniform financial reporting
standards, practices, and requirements comparable to those applicable to
domestic companies. In addition, with respect to some foreign countries, there
is the possibility of expropriation or confiscatory taxation, limitations of the
removal of funds or other assets of the Funds, political or social instability,
or domestic developments which could affect United States investments in those
countries. Moreover, individual foreign economies may differ favorably or
unfavorably from the United States economy in such respects as growth of Gross
National Product, rate of inflation, capital reinvestment, resource
self-sufficiency, and balance of payment positions.

Securities of some foreign companies are less liquid and their prices are more
volatile than securities of comparable domestic companies. Certain foreign
countries are known to experience long delays between the trade and settlement
dates of securities purchased or sold. Due to the increased exposure to the
Funds of market and foreign exchange fluctuations brought about by such delays,
and due to the corresponding negative impact on liquidity, the Funds will avoid
investing in countries which are known to experience settlement delays which may
expose the Funds to unreasonable risk of loss.

The Funds will calculate their net asset values to complete orders to purchase,
exchange, or redeem shares only on a Monday through Friday basis (excluding
holidays on which the New York Stock Exchange is closed). A material portion of
the Fund's investment securities may be listed on foreign stock exchanges which
may trade

17
<PAGE>
on other days (such as a Saturday). As a result, the Fund's net asset values may
be materially affected by such trading on days when a shareholder has no access
to the Funds.

VARIABLE AMOUNT MASTER DEMAND NOTES. Each Fund may invest in variable amount
master demand notes.

DELAYED DELIVERY TRANSACTIONS. Each of the Funds, except Growth Fund, may
purchase securities on a "when issued" or delayed delivery basis and purchase or
sell securities on a "forward commitment" basis.

LENDING OF PORTFOLIO SECURITIES. Consistent with applicable regulatory
requirements, each Fund except Growth Fund may lend its portfolio securities
(principally to broker-dealers) where such loans are callable at any time and
are continuously secured by collateral equal to no less than the market value,
determined daily, of the securities loaned. Such Funds will receive amounts
equal to dividends or interest on the securities loaned. The Funds will also
earn income for having made the loan. Any cash collateral pursuant to these
loans will be invested in short-term money market instruments. Management will
limit such lending to not more than 33 1/3% percent of the value of each Fund's
total assets. ("Total assets" of a Fund includes 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 the Fund's 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, the
Funds will not make loans to other persons.

INVESTMENTS IN REAL ESTATE OR INTERESTS IN REAL ESTATE INVESTMENT TRUSTS. Each
of the Funds, except Growth Fund, may invest in equity or debt real estate
investment trusts ("REITs"), real estate development and real estate operating
companies, and other real estate related businesses. The Funds intend 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
interest 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. The Funds' investments
in REITs 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, equity REITs may be dependent upon management skill and may be
subject to the risks of obtaining adequate financing for projects on favorable
terms. With the exception of Growth & Income Fund, the Funds will limit their
investment in REITs to 10% of their total assets and to publicly distributed
REITs.

SHORT SALES AGAINST THE BOX. Each of the Funds, except Growth Fund, may sell a
security short to the extent the Fund contemporaneously owns or has the right to
obtain equivalent securities. Such a short sale is referred to as a short sale
"against the box."

SHORT-TERM MONEY MARKET INSTRUMENTS. Each of the Funds may at any time invest
funds awaiting investment or held as reserves for the purposes of satisfying
redemption requests, payment of dividends or making other distributions to
shareholders, in cash and short-term money market instruments. Short-term money
market instruments in which the Funds 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 to be of comparable quality and (iv) repurchase agreements relating to
the foregoing.

U.S. GOVERNMENT SECURITIES. Each of the Funds 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.

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<PAGE>
MANAGEMENT

BOARD OF DIRECTORS

Under Minnesota law, the Board of Directors of each Fund (the "Board of
Directors") has overall responsibility for managing it in good faith, in a
manner reasonably believed to be in the best interests of such Fund, and with
the care an ordinarily prudent person would exercise in similar circumstances.
However, this management may be delegated.

The Articles of Incorporation of each Fund limit the liability of directors to
the fullest extent permitted by law.

THE INVESTMENT ADVISER/TRANSFER AGENT/
DIVIDEND AGENT
Fortis Advisers, Inc. ("Advisers") is the investment adviser, transfer agent,
and dividend agent for the Funds. Advisers has been managing investment company
portfolios since 1949, and is indirectly owned 50% by Fortis AMEV and 50% by
Fortis AG, diversified financial services companies. In addition to providing
investment advice, Advisers is responsible for management of each Fund's
business affairs, subject to the overall authority of the applicable Board of
Directors. Advisers' address is that of the Fund. Stephen M. Poling, James S.
Byrd, and Keith R. Thomson have managed each Fund (except the Value and Growth &
Income Funds), along with other equity portfolios of Advisers, since 1983, 1991,
and 1988, respectively. Asset Allocation Portfolio is also managed by Howard
Hudson, Charles J. Dudley, Maroun M. Hayek, Christopher J. Woods, and Dennis M.
Ott. Messrs. Hudson, Dudley, Hayek, and Woods began managing Asset Allocation
Portfolio in 1995, while Mr. Ott has been managing it since 1988. Prior to
August, 1995, Mr. Hudson has been managing debt securities for Fortis, Inc.
since 1991; Mr. Dudley was a Senior Vice President and Senior Portfolio Manager
for SunAmerica Asset Management, New York, NY.; Mr. Hayek has been managing debt
securities for Fortis, Inc. since 1987; and Mr. Woods 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. All of the above managers are Vice Presidents of Advisers except
Messrs. Poling and Hudson (Executive Vice Presidents) and Ott (Senior Vice
President). Growth & Income Fund will be managed by Messrs. Poling, Byrd, &
Thomson. Value Fund will be managed by Fred Obser and Nicholas L.M. DePeyster.
Mr. Obser has managed equity portfolios for Fortis, Inc. for at least the past
five years. Mr. DePeyster has done so since July, 1991, and prior thereto was a
Research Associate with Smith Barney, Inc., New York, N.Y.

THE UNDERWRITER AND DISTRIBUTION EXPENSES

Fortis Investors, Inc. ("Investors"), a subsidiary of Advisers, is the Funds'
underwriter. Investors' address is that of the Funds. Investors reserves the
right to reject any purchase order. The following persons are affiliated with
both Investors and each Fund: Dean C. Kopperud is a director and officer of
both; Stephen M. Poling and Jon H. Nicholson are directors of Investors and
officers of both; and Dennis M. Ott, James S. Byrd, Robert C. Lindberg, Keith R.
Thomson, Larry A. Medin, John W. Norton, Anthony J. Rotondi, Robert W. Beltz,
Jr., Thomas D. Gualdoni, Richard P. Roche, John E. Hite, Carol M. Houghtby,
Tamara L. Fagely and Thomas E. Erickson are officers of both.

Pursuant to Plans of Distribution adopted by each Fund under Rule 12b-1 under
the 1940 Act, each Fund is obligated to pay Investors an annual fee. This fee is
a percentage of average net assets attributable to the various classes of each
Fund's shares as follows:

<TABLE>
<CAPTION>
CLASSES
CLASS A B, H, & C CLASS Z
------- --------- -------
<S> <C> <C> <C>
Asset Allocation Portfolio .45% 1.00% N/A
Value Fund .25% 1.00% N/A
Growth & Income Fund .25% 1.00% N/A
Capital Fund .25% 1.00% N/A
Fiduciary Fund .25% 1.00% N/A
Growth Fund .25% 1.00% 0.00%
Capital Appreciation Portfolio .45% 1.00% N/A
</TABLE>

For Asset Allocation Portfolio and Capital Appreciation Portfolio, the standard
payout to broker-dealers not affiliated with Investors for selling each
Portfolio's shares is equal to an annual rate of .25 of 1% of the net asset
value of the shares sold (the "Base Fee"). However, should any of such
broker-dealers have sold currently outstanding shares of a Portfolio that,
coupled with the shares of the same Portfolio currently being sold and computed
at the time of each individual sale, have an aggregate net asset value of
greater than $1,000,000 (this $1,000,000 to be calculated separately for each
Portfolio), then with respect to such Portfolio, the broker-dealer would be
entitled to an additional fee of .20 of 1% of the net asset value of Portfolio
shares sold (the "Service Fee"). While all of Class A's Rule 12b-1 fee
constitutes a "distribution fee", only 75% of Class B, H, and C's fees
constitute distribution fees.

The higher distribution fee attributable to Class B, H, and C shares is designed
to permit an investor to purchase such shares through registered representatives
of Investors and other broker-dealers without the assessment of an initial sales
charge and at the same time to permit Investors to compensate its registered
representatives and other broker-dealers in connection with the sale of such
shares. The distribution fee for all classes may be used by Investors for the
purpose of financing any activity which is primarily intended to result in the
sale of shares of the applicable Fund. For example, such distribution fee may be
used by Investors: (a) to compensate broker-dealers, including Investors and its
registered representatives, for their sale of Fund shares, including the
implementation of various incentive programs with respect to broker-dealers,
banks, and other

19
<PAGE>
financial institutions, and (b) to pay other advertising and promotional
expenses in connection with the distribution of Fund shares. These advertising
and promotional expenses include, by way of example but not by way of
limitation, costs of prospectuses for other than current shareholders;
preparation and distribution of sales literature; advertising of any type;
expenses of branch offices provided jointly by Investors and affiliated
insurance companies; and compensation paid to and expenses incurred by officers,
employees or representatives of Investors or of other broker-dealers, banks, or
other financial institutions, including travel, entertainment, and telephone
expenses.

A portion of the Rule 12b-1 fee equal to .25% of the average net assets of each
Fund attributable to its Class B, H, and C shares constitutes a shareholder
servicing fee designed to compensate Investors for the provision of certain
services to shareholders. The services provided may include personal services
provided to shareholders, such as answering shareholder inquiries regarding the
Funds and providing reports and other information, and services related to the
maintenance of shareholder accounts. Investors may use the Rule 12b-1 fee to
make payments to qualifying broker-dealers and financial institutions that
provide such services.

Investors may also enter into sales or servicing agreements with certain
institutions such as banks ("Service Organizations") which have purchased shares
of the Funds for the accounts of their clients, or which have made Fund shares
available for purchase by their clients, and/or which provide continuing service
to such clients. The Glass-Steagall Act and other applicable laws prohibit
certain banks from engaging in the business of underwriting securities. In such
circumstances, Investors, if so requested, will engage such banks as Service
Organizations only to perform administrative and shareholder servicing
functions, but at the same fees and other terms applicable to dealers. (If a
bank were later prohibited from acting as a Service Organization, its
shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing servicing of such shareholders would be
sought.) In such event changes in the operation of the Funds might occur and a
shareholder serviced by such bank might no longer be able to avail itself of any
automatic investment or other services then being provided by the Bank. (State
securities laws on this issue may differ from the interpretations of Federal law
expressed above and banks and other financial institutions may be required to
register as dealers pursuant to state law.)

FUND EXPENSES

For the most recent fiscal year, the ratio of the Funds' total operating
expenses (including the distribution fees referred to under "Distribution
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 EXPENSES
-------------------------------
CLASSES B, ADVISORY
CLASS A H, & C FEE
------- ---------- --------
<S> <C> <C> <C>
Asset Allocation Portfolio.............. 1.57% 2.12% .96%
Capital Fund............................ 1.24% 1.99% .87%
Fiduciary Fund.......................... 1.62% 2.37% 1.00%
Growth Fund............................. 1.13% 1.88% .78%
Capital Appreciation Portfolio.......... 1.69% 2.24% 1.00%
</TABLE>

The investment advisory and management agreements for Value Fund, Growth &
Income Fund, and Growth Fund (with regard to Class Z shares commencing March 1,
1996) all provide for investment advisory and management fees calculated as
described in the following table. As you can see from the table, this fee
decreases (as a percentage of Fund net assets) as the applicable Fund grows.

<TABLE>
<CAPTION>
ANNUAL
INVESTMENT
ADVISORY
AVERAGE NET ASSETS AND MANAGEMENT FEE
------------------
<S> <C>
For the first $100,000,000..................... 1.0%
For the next $150,000,000...................... .8%
For assets over $250,000,000................... .7%
</TABLE>

While these advisory fees are higher than those paid by many other investment
companies, they are partially offset by the added costs which Advisers pays
(which other investment companies pay), such as acting as the Funds' registrar,
transfer agent, and dividend agent.

BROKERAGE ALLOCATION

Advisers may consider sales of shares of the Fund, and of other funds advised by
Advisers, as a factor in the selection of broker-dealers to execute Fund
securities transactions when it is believed that this can be done without
causing the applicable Fund to pay more in brokerage commissions than it would
otherwise.

VALUATION OF SECURITIES

Each Fund's net asset value per share is determined by dividing the value of the
securities owned by the Fund, plus any cash or other assets, less all
liabilities, by the number of the Fund's shares outstanding. The portfolio
securities in which the Funds invest fluctuate in value, and hence the net asset
value per share of the Funds also fluctuate. The net asset value of the Funds'
shares is 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. If
shares are purchased through another broker-dealer who receives the order prior
to the close of the Exchange, then Investors will apply that day's price to the
order as long as the broker-dealer places the order with Investors by the end of
the day.

Securities are generally valued at market value. A security listed or traded on
the 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 System is valued at its last sale price that day, and lacking
any sales that day on the NASDAQ National Market System, the security generally
is valued at the last bid price.

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
applicable Fund's Board of Directors.

20
<PAGE>
However, debt securities may be valued on the basis of valuations furnished by a
pricing service which utilizes electronic data processing techniques to
determine valuations for normal institutional-size trading units of debt
securities when such valuations are believed to more accurately reflect the fair
market value of such securities. Short-term investments in debt securities with
maturities of less than 60 days when acquired, or which subsequently are within
60 days of maturity, are valued at amortized cost. Purchases and sales by a Fund
after 2:00 P.M. Central Time normally are not recorded until the following day.

CAPITAL STOCK

Each Fund currently offers its shares in four classes, each with different sales
arrangements and bearing differing expenses. Class A, B, H, and C shares each
represent interests in the assets of the applicable Fund and have identical
voting, dividend, liquidation, and other rights on the same terms and conditions
except that expenses related to the distribution of each class are borne solely
by such class and each class of shares has exclusive voting rights with respect
to provisions of the Fund's Rule 12b-1 distribution plan which pertain to that
particular class and other matters for which separate class voting is
appropriate under applicable law. The Funds may offer additional classes of
shares. Effective March 1, 1996, Growth Fund will also have Class Z shares.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Each Fund other than Asset Allocation Portfolio and Growth & Income Fund pays
annual dividends from net investment income and each Fund distributes any
realized capital gains annually. Asset Allocation Portfolio and Growth & Income
Fund pay quarterly dividends. Distributions paid by the Funds with respect to
all classes of shares will be calculated in the same manner, at the same time,
on the same day, and will be in the same amount, except that the higher Rule
12b-1 fees applicable to Class B, H, and C shares will be borne exclusively by
such shares. The per share dividends on Class B, H, and C shares will be lower
than those on Class A or Z shares as a result of the higher Rule 12b-1 fees
applicable to Class B, H, and C shares.

Such dividends and capital gains distributions will be made in the form of
additional Fund shares of the same class (at net asset value) unless the
shareholder sends the applicable Fund a written request that either or both be
sent to the shareholder or reinvested (at net asset value) in shares of the same
class of another Fortis fund. If dividends and capital gains are automatically
reinvested in a Fund, such reinvestment takes place on the dividend record date.
If they are to be reinvested in the other funds, processing normally takes up to
one business day.

TAXATION

Each Fund will distribute substantially all of its net income and capital gains
to its shareholders. Distributions are taxable to shareholders, whether paid in
cash or reinvested. Dividends paid from the net income of a Fund must be treated
as ordinary income by its shareholders. Dividends paid from a Fund's net capital
gains and designated in the shareholder's Annual Account Summary as long-term
capital gain distributions are treated as long-term capital gains by
shareholders, regardless of the length of time for which they have held their
shares in the Fund.

Information about the tax status of each year's dividends and distributions will
be mailed annually.

Prior to purchasing shares of a Fund, prospective shareholders (except for tax
qualified retirement plans) should consider the impact of dividends or capital
gains distributions which are expected to be announced, or have been announced
but not paid. Any such dividends or capital gains distributions paid shortly
after a purchase of shares by an investor prior to the record date will have the
effect of reducing the per share net asset value by the amount of the dividends
or distributions. All or a portion of such dividends or distributions, although
in effect a return of capital, is subject to taxation. As of August 31, 1995,
the following approximate percentages of the Funds' net assets represented
unrealized appreciation, undistributed net investment income, and accumulated
net realized gains or losses:

<TABLE>
<S> <C>
Asset Allocation Portfolio................................ 23.8%
Capital Fund.............................................. 41.9%
Fiduciary Fund............................................ 42.3%
Growth Fund............................................... 48.2%
Capital Appreciation Portfolio............................ 44.9%
</TABLE>

HOW TO BUY FUND SHARES

GENERAL PURCHASE INFORMATION

MINIMUM AND MAXIMUM INVESTMENTS

A minimum initial investment of $500 normally is required. An exception to this
minimum (except on telephone or wire orders) is the "Systematic Investment Plan"
($25 per month by "Pre-authorized Check Plan" or $50 per month on any other
basis). The minimum subsequent investment normally is $50, again subject to the
above exceptions.

While Class A and Z shares have no maximum order, Class B and H shares have a
$500,000 maximum and Class C shares have a $1,000,000 maximum. Orders greater
than these limits will be treated as orders for Class A shares.

21
<PAGE>
INVESTING BY TELEPHONE

Your registered representative may make your purchase ($500 minimum) by
telephoning the number on the cover page of this Prospectus. In addition, your
check and the Account Application which accompanies this Prospectus must be
promptly forwarded, so that Investors receives your check within three business
days. Please make your check payable to Fortis Investors, Inc. and mail it with
your Application to "CM-9651, St. Paul, MN 55170-9651." If you have a bank
account authorization form on file, you may purchase $100 - $10,000 worth of
Fund shares via telephone through the automated Fortis Information Line.

INVESTING BY WIRE

A shareholder having an account with a commercial bank that is a member of the
Federal Reserve System may purchase shares ($500 minimum) by requesting their
banks to transmit immediately available funds (Federal Funds) by wire to:

First Bank National Association
ABA #091000022, credit account no: 1-702-2514-1341
Fortis Funds Purchase Account
For further credit to __________________________________________________________
(name of client)
Fortis Account NBR _____________________________________________________________

Before making an initial investment by wire, your broker-dealer must first
telephone Investors at the number on the cover page of this Prospectus to open
your account and obtain your account number. In addition, the Account
Application which accompanies this Prospectus must be promptly forwarded to
Investors at the mailing address in the "Investing by Mail" section of this
Prospectus. Additional investments may be made at any time by having your bank
wire Federal Funds to the above address for credit to your account. Such
investments may be made by wire even if the initial investment was by mail.

INVESTING BY MAIL (ADDRESS: CM-9614, ST. PAUL, MN 55170-9614)

The Account Application which accompanies this Prospectus must be completed,
signed, and sent with a check or other negotiable bank draft, payable to "Fortis
Funds." Additional purchases may be made at any time by mailing a check or other
negotiable bank draft along with your confirmation stub. The account to which
the subsequent purchase is to be credited should be identified as to the name(s)
of the registered owner(s) and by account number.

ALTERNATIVE PURCHASE ARRANGEMENTS

Each Fund currently offers investors the choice between four classes of shares
which offer differing sales charges and bear different expenses. These
alternatives permit an investor to choose the more beneficial method of
purchasing shares given the amount of the purchase, the length of time the
investor expects to hold the shares, and other circumstances. Page 3 of the
Prospectus contains a summary of these alternative purchase arrangements. A
broker-dealer may receive different levels of compensation depending on which
class of shares is sold. Investors may also provide additional financial
assistance not to exceed .5% of estimated sales for a particular period to
dealers in connection with seminars for the public, advertising, sales campaigns
and/or shareholder services and programs regarding one or more of the Fortis
Funds, and other dealer-sponsored programs or events. Non-cash compensation will
be provided to dealers and includes payment or reimbursement for conferences,
sales or training programs for their employees, and travel expenses incurred in
connection with trips taken by registered representatives to locations within or
outside of the United States for meetings or seminars of a business nature. None
of the aforementioned additional compensation is paid for by the applicable Fund
or its shareholders.

CLASS A SHARES--INITIAL SALES CHARGE ALTERNATIVE

The public offering price of Class A shares is determined once daily, by adding
a sales charge to the net asset value per share of the shares next calculated
after receipt of the purchase order. The sales charges and broker-dealer
concessions, which vary with the size of the purchase, are shown in the
following table. Additional compensation (as a percentage of sales charge) will
be paid to a broker-dealer when its annual sales of Fortis funds having a sales
charge exceed $10,000,000 (2%), $25,000,000 (4%), and $50,000,000 (5%).

<TABLE>
<CAPTION>
SALES CHARGE SALES CHARGE
AS PERCENTAGE AS PERCENTAGE
OF THE OF THE NET
OFFERING AMOUNT BROKER- DEALER
AMOUNT OF SALE PRICE INVESTED CONCESSION
<S> <C> <C> <C>
Less than $100,000.................. 4.750% 4.987% 4.00%
$100,000 but less than $250,000..... 3.500% 3.627% 3.00%
$250,000 but less than $500,000..... 2.500% 2.564% 2.25%
$500,000 but less than $1,000,000... 2.000% 2.041% 1.75%
$1,000,000 or more*................. -0- -0- 1.00%
</TABLE>

- - ------------------------
* Each Fund imposes a contingent deferred sales charge in connection with
certain purchases of Class A shares of $1,000,000 or more. See
"Redemption--Contingent Deferred Sales Charge."

The above scale applies to purchases of Class A shares by the following:

(1) Any individual, his or her spouse, and their children under the age of
21, and any of such persons' tax-qualified plans (provided there is only one
participant);

(2) A trustee or fiduciary of a single trust estate or single fiduciary
account; and

(3) Any organized group which has been in existence for more than six
months, provided that it is not organized for the purpose of buying
redeemable securities of a registered investment company, and provided that
the purchase is made by means which result in economy of sales effort or
expense, whether the purchase is made through a central administration,
through a

22
<PAGE>
single broker-dealer, or by other means. An organized group does not include
a group of individuals whose sole organizational connection is participation
as credit cardholders of a company,
policyholders of an insurance company, customers of either a bank or
broker-dealer, or clients of an investment adviser.

SPECIAL PURCHASE PLANS FOR CLASS A SHARES

For information on any of the following special purchase or exchange plans
applicable to Class A shares, see the Statement of Additional Information or
contact your broker-dealer or sales representative. It is the purchaser's
obligation to notify his or her broker-dealer or sales representative about the
purchaser's eligibility for any of the following special purchase or exchange
plans.

- RIGHT OF ACCUMULATION The preceding table's sales charge discount
applies to the current purchase plus the net asset value of shares
already owned of any Fortis fund having a sales charge;

- STATEMENT OF INTENTION The preceding table's sales charge discount
applies to an initial purchase of at least $1,000, with an intention to
purchase the balance needed to qualify within 13 months--excluding
shares purchased by reinvesting dividends or capital gains;

- REINVESTED DIVIDEND/CAPITAL GAINS DISTRIBUTIONS BETWEEN THE FORTIS
FUNDS Shareholders of any fund may reinvest their dividend and/or
capital gains distributions in any of such funds at net asset value;

- CONVERSION FROM CLASS B OR H SHARES Class B or H shares will
automatically be converted to Class A shares (at net asset value) after
eight years.

EXEMPTIONS FROM SALES CHARGE

- Fortis, Inc. or its subsidiaries, and the following persons associated
with such companies, if all account owners fit this description: (1)
officers and directors; (2) employees or sales representatives
(including agencies and their employees); (3) spouses of any such
persons; or (4) any of such persons' children, grandchildren, parents,
grandparents, or siblings--or spouses of any of these persons. (All
such persons may continue to add to their account even after their
company relationships have ended);

- Fund directors, officers, or their spouses (or such persons' children,
grandchildren, parents, or grandparents--or spouses of any such
persons), if all account owners fit this description;

- Representatives or employees (or their spouses) of Investors
(including agencies) or of other broker-dealers having a sales
agreement with Investors (or such persons' children, grandchildren,
parents, or grandparents--or spouses of any such persons), if all
account owners fit this description;

- Pension, profit-sharing, and other retirement plans of directors,
officers, employees, representatives, and other relatives and
affiliates (as set forth in the preceding three paragraphs) of the
Fund, Fortis, Inc., and broker-dealers (and certain affiliated
companies) having a sales agreement with Investors and purchases with
the proceeds from such plans upon the retirement or employment
termination of such persons;

- (Fiduciary Fund only) Shareholders having an open Fiduciary Fund
account before May 1, 1986, when its sales charge was implemented;

- Registered investment companies;

- Shareholders of unrelated mutual funds with front-end and/or deferred
sales loads, to the extent that the purchase price of such Fund shares
is funded by the proceeds from the redemption of shares of any such
unrelated mutual fund (within 60 days of the purchase of Fund shares),
provided that the shareholder's application so specifies and is
accompanied either by the redemption check of such unrelated mutual
fund (or a copy of the check) or a copy of the confirmation statement
showing the redemption. Similarly, anyone who is or has been the owner
of a fixed annuity contract not deemed a security under the securities
laws who wishes to surrender such contract and invest the proceeds in
a Fund, to the extent that the purchase price of such Fund shares is
funded by the proceeds from the surrender of the contract (within 60
days of the purchase of Fund shares), provided that such owner's
application so specifies and is accompanied either by the insurance
company's check (or a copy of the check) or a copy of the insurance
company surrender form. From time to time, Investors may pay
commissions to broker-dealers and registered representatives on
transfers from mutual funds or annuities as described above;

- Purchases by employees (including their spouses and dependent
children) of banks and other financial institutions that provide
referral and administrative services related to order placement and
payment to facilitate transactions in shares of the Fund for their
clients pursuant to a sales or servicing agreement with Investors;
provided, however, that only those employees of

23
<PAGE>
such banks and other firms who as a part of their usual duties provide
such services related to such transactions in Fund shares shall
qualify;

- Commercial banks offering self directed 401(k) programs containing
both pooled and individual investment options may purchase Fund shares
for such programs at a reduced sales charge of 2.5% on sales of less
than $500,000. For sales of $500,000 or more, normal sales charges
apply;

- Registered investment advisers, trust companies, and bank trust
departments exercising discretionary investment authority or using a
money management/mutual fund "wrap" program with respect to the money
to be invested in a Fund, provided that the investment adviser, trust
company or trust department provides Advisers with evidence of such
authority or the existence of such a wrap program with respect to the
money invested.

RULE 12B-1 FEES

For each Fund, Class A shares are subject to a Rule 12b-1 fee payable at an
annual percentage of the average daily net assets of the Fund attributable to
such shares. For additional information, see "Management--The Underwriter and
Distribution Expenses."

DEFERRED SALES CHARGES Although there is no initial sales charge on purchases of
Class A shares of $1,000,000 or more, Investors pays broker-dealers out of its
own assets, a fee of up to 1% of the offering price of such shares. If these
shares are redeemed within two years, the redemption proceeds will be reduced by
1%. For additional information, see "Redemption--Contingent Deferred Sales
Charge."

CLASS B AND H SHARES--CONTINGENT DEFERRED SALES CHARGE ALTERNATIVES

The public offering price of Class B and H shares is the net asset value of
applicable Fund's shares. Such shares are sold without an initial sales charge
so that the Fund receives the full amount of the investor's purchase. However, a
contingent deferred sales charge ("CDSC") of 4% will be imposed if shares are
redeemed within two years of purchase, with lower CDSCs as follows if
redemptions occur later:

<TABLE>
<S> <C> <C>
3 years -- 3%
4 years -- 3%
5 years -- 2%
6 years -- 1%
</TABLE>

For additional information, see "Redemption--Contingent Deferred Sales Charge."
In addition, Class B and H shares are subject to higher annual Rule 12b-1 fees
as described below.

Proceeds from the CDSC are paid to Investors and are used to defray its expenses
related to providing distribution-related services to the applicable Fund in
connection with the sale of Class B and H shares, such as the payment of
compensation to selected broker-dealers, and for selling such shares. The
combination of the CDSC and the Rule 12b-1 fee enables the Fund to sell such
shares without deduction of a sales charge at the time of purchase. Although
such shares are sold without an initial sales charge, Investors pays a dealer
concession equal to: (1) 4.00% of the amount invested to broker-dealers who sell
Class B shares at the time the shares are sold and an annual fee of .25% of the
average daily net assets of the Fund attributable to such shares; or (2) 5.25%
of the amount invested to broker-dealers who sell Class H shares at the time the
shares are sold (with no annual fee). Under alternative (2), from time to time
the dealer concession paid to broker-dealers who sell Class H shares may be
increased up to 5.50%.

RULE 12B-1 FEES. For each Fund, Class B and H shares are subject to a Rule 12b-1
fee payable at an annual rate of 1.00% of the average daily net assets of the
Fund attributable to such shares. The higher Rule 12b-1 fee will cause Class B
and H shares to have a higher expense ratio and to pay lower dividends than
Class A shares. For additional information about this fee, see "Management--The
Underwriter and Distribution Expenses."

CONVERSION TO CLASS A SHARES. Class B and H shares (except for those purchased
by reinvestment of dividends and other distributions) will automatically convert
to Class A shares after eight years. Each time any such shares in the
shareholder's account convert to Class A, a proportionate amount of the Class B
and H shares purchased through the reinvestment of dividends and other
distributions paid on such shares will also convert to Class A.

CLASS C SHARES--LEVEL SALES CHARGE ALTERNATIVE

The public offering price of Class C shares is the net asset value of such
shares. Class C shares are sold without an initial sales charge so that the
applicable Fund receives the full amount of the investor's purchase. However, a
CDSC of 1% will be imposed if shares are redeemed within one year of purchase.
For additional information, see "Redemption--Contingent Deferred Sales Charge."
In addition, Class C shares are subject to higher annual Rule 12b-1 fees as
described below.

24
<PAGE>
who sell Class C shares at the time the shares are sold and an annual fee of
1.00% of the amount invested that begins to accrue one year after the shares are
sold.

RULE 12B-1 FEES. For each Fund, Class C shares are subject to a Rule 12b-1 fee
payable at an annual rate of 1.00% of the average daily net assets of the Fund
attributable to such shares. The higher Rule 12b-1 fee will cause Class C shares
to have a higher expense ratio and to pay lower dividends than Class A shares.
For additional information about this fee, see "Management--The Underwriter and
Distribution Expenses."

CLASS Z SHARES (EFFECTIVE MARCH 1, 1996 FOR GROWTH FUND ONLY)

(See "Class Shares--Class Z Shares")

SPECIAL PURCHASE PLANS FOR ALL CLASSES

- TAX SHELTERED RETIREMENT PLANS Individual Retirement Accounts
("IRAs"), Keogh, Pension, Profit Sharing, and 403(b) accounts are
available.

- GIFTS OR TRANSFERS TO MINOR CHILDREN Adults can make an irrevocable
gift or transfer of up to $10,000 annually per child ($20,000 for
married couples) to as many children as they choose without having to
file a Federal gift tax return.

- SYSTEMATIC INVESTMENT PLAN Voluntary $25 or more per month purchases
by automatic financial institution transfers (see Systematic Investment
Plan Authorization Agreement in this Prospectus) or $50 or more per
month by any other means enable an investor to lower his or her average
cost per share through the principle of "dollar cost averaging." Any
plan involving systematic purchases may, at Advisers' option, result in
transactions under such plan being confirmed to the investor quarterly,
rather than as a separate notice following the transaction;

- EXCHANGE PRIVILEGE Except for participants in the Fortis, Inc. 401(k)
Plan, Fund shares may be exchanged among other funds of the same class
managed by Advisers without payment of an exchange fee or additional
sales charge. Similarly, shareholders of other Fortis funds may ex
shares for Fund shares of the same class (at net asset value if the
shares to be exchanged have already been subject to a sales charge).
Also, holders of Class E shares of Fortis Tax-Free Portfolios, Inc. and
Fortis Income Portfolios, Inc. (which also have a front-end sales
charge) may exchange their shares for Class A Fund shares and holders
of Fortis Money Fund Class A shares may exchange their shares for any
class of Fund shares (at net asset value and only into Class A if the
shares have already incurred a sales charge). A shareholder initiates
an exchange by writing to or telephoning his or her broker-dealer,
sales representative, or the applicable Fund regarding the shares to be
exchanged. Telephone exchanges will be permitted only if the
shareholder completes and returns the Telephone Exchange section of the
Account Application. During times of chaotic economic or market
circumstances, a shareholder may have difficulty reaching his or her
broker-dealer, sales representative, or the Fund by telephone.
Consequently, a telephone exchange may be difficult to implement at
those times. (See "Redemption".) Shareholders may also use the
automated Fortis Information Line for exchanges of $100 - $100,000
worth of shares.

Advisers reserves the right to restrict the frequency of--or otherwise modify,
condition, terminate, or impose charges upon--the exchange and/or telephone
transfer privileges, all with 30 days notice to shareholders.

REDEMPTION

Registered holders of each Fund's shares may redeem their shares without any
charge (except any applicable contingent deferred sales charge) at the per share
net asset value next determined following receipt by the Fund of a written
redemption request in proper form (and a properly endorsed stock certificate if
one has been issued). However, if shares are redeemed through another
broker-dealer who receives the order prior to the close of the Exchange, then
Investors will apply that day's price to the order as long as the broker-dealer
places the order with Investors by the end of the day. Some broker-dealers may
charge a fee to process redemptions.

Any certificates should be sent to the applicable Fund by certified mail. Share
certificates and/or stock powers, if any, tendered in redemption must be
endorsed and executed exactly as the Fund shares are registered. If the
redemption proceeds are to be paid to the registered holder and sent to the
address of record, normally no signature guarantee is required unless Advisers
does not have the shareholder's signature on file and the redemption proceeds
are greater than $25,000. However, for example, if the redemption proceeds are
to be paid to someone other than the registered holder, sent to a different
address, or the shares are to be transferred, the owner's signature must be
guaranteed by a bank, broker (including government or municipal), dealer
(including government or municipal), credit union, national securities exchange,
registered securities association, clearing agency, or savings association.

Class A shares may be registered in broker-dealer "street name accounts" only if
the broker-dealer has a selling agreement with Investors. In such cases,
instructions from the broker-dealer are required to redeem shares or transfer
ownership and transfer to another broker-dealer requires the new broker-dealer
to also have a selling agreement with Investors. If the proposed new
broker-dealer

25
<PAGE>
does not have a selling agreement with Investors, the shareholder can, of
course, leave the shares under the original street name account or have the
broker-dealer transfer ownership to the shareholder's name.

Broker-dealers having a sales agreement with Investors may orally place a
redemption order, but proceeds will not be released until the appropriate
written materials are received.

An individual shareholder (or in the case of multiple owners, any shareholder)
may orally redeem up to $25,000 worth of their shares, provided that the account
is not a tax-qualified plan, the check will be sent to the address of record,
and the address of record has not changed for at least 30 days. During times of
chaotic economic or market circumstances, a shareholder may have difficulty
reaching his or her broker-dealer, sales representative, or the Funds by
telephone. Consequently, a telephone redemption may be difficult to implement at
those times. If a shareholder is unable to reach the applicable Fund by
telephone, written instructions should be sent. Advisers reserves the right to
modify, condition, terminate, or impose charges upon this telephone redemption
privilege, with 30 days notice to shareholders. Advisers, Investors, and the
Funds will not be responsible for, and the shareholder will bear the risk of
loss from, oral instructions, including fraudulent instructions, which are
reasonably believed to be genuine. The telephone redemption procedure is
automatically available to shareholders. The Funds will employ reasonable
procedures to confirm that telephone instructions are genuine, but if such
procedures are not deemed reasonable, it may be liable for any losses due to
unauthorized or fraudulent instructions. The Funds' procedures are to verify
address and social security number, tape record the telephone call, and provide
written confirmation of the transaction. Shareholders may also use the automated
Fortis Information Line for redemptions of $500 - $25,000 on non-tax qualified
accounts. The security measures for automated telephone redemptions involve use
of a personal identification number and providing written confirmation of the
transaction.

Payment will be made as soon as possible, but not later than three business days
after receipt of a proper redemption request. However, if shares subject to the
redemption request were recently purchased with non-guaranteed funds (e.g.,
personal check), the mailing of your redemption check may be delayed by fifteen
days. A shareholder wishing to avoid these delays should consider the wire
purchase method described under "How to Buy Fund Shares."

Employees of certain Texas public educational institutions who direct investment
in Fund shares under their State of Texas Optional Retirement Plan generally
must obtain the prior written consent of their authorized employer
representative in order to redeem.

Each Fund has the right to redeem accounts with a current value of less than
$500 unless the original purchase price of the remaining shares (including sales
commissions) was at least $500. Fund shareholders actively participating in the
Fund's Systematic Investment Plan or Group Systematic Investment Plan will not
have their accounts redeemed. Before redeeming an account, the Fund will mail to
the shareholder a notice of its intention to redeem, which will give the
shareholder an opportunity to make an additional investment. If no additional
investment is received by the Fund within 60 days of the date the notice was
mailed, the shareholder's account will be redeemed. Any redemption in an account
established with the minimum initial investment of $500 may trigger this
redemption procedure.

Each Fund has a "Systematic Withdrawal Plan," which provides for voluntary
automatic withdrawals of at least $50 monthly, quarterly, semiannually, or
annually. Deferred sales charges may apply to monthly redemptions. Such Plans
may, at Advisers' option, result in transactions being confirmed to the investor
quarterly, rather than as a separate notice following the transaction.

There is also a "Reinvestment Privilege," which is a one-time opportunity to
reinvest sums redeemed within the prior 60 days without payment of an additional
sales charge. For further information about these plans, contact your
broker-dealer or sales representative.

CONTINGENT DEFERRED SALES CHARGE

CLASS A SHARES

Each Fund imposes a contingent deferred sales charge ("CDSC") on Class A shares
in certain circumstances. Under the CDSC arrangement, for sales of shares of
$1,000,000 or more (including right of accumulation and statements of intention
(see "How to Buy Fund Shares--Special Purchase Plans")), the front-end sales
charge ("FESC"), will no longer be imposed (although Investors intends to pay
its registered representatives and other dealers that sell Fund shares, out of
its own assets, a fee of up to 1% of the offering price of such sales except on
purchases exempt from the FESC). However, if such shares are redeemed within two
years after their purchase date (the "CDSC Period"), the redemption proceeds
will be reduced by the 1.00% CDSC.

The CDSC will be applied to the lesser of (a) the net asset value of shares
subject to the CDSC at the time of purchase, or (b) the net asset value of such
shares at the time of redemption. No charge will be imposed on amounts
representing an increase in share value due to capital appreciation. The CDSC
will not be applied to shares acquired through reinvestment of income dividends
or capital gain distributions or shares held for longer than the applicable CDSC
Period. In determining which shares to redeem, unless instructed otherwise,
shares that are not subject to the CDSC and having a higher Rule 12b-1 fee will
be redeemed first, shares not subject to the CDSC having a lower Rule 12b-1 fee
will be redeemed next, and shares subject to the CDSC then will be redeemed in
the order purchased.

26
<PAGE>
Each Fund will waive the CDSC in the event of a shareholder's death or
disability, as defined in Section 72(m)(7) of the Code (if satisfactory evidence
is provided to the Fund) and for tax-qualified retirement plans (excluding IRAs,
SEPS, 403(b) plans, and 457 plans). Shares of the Fund that are acquired in
exchange for shares of another Fortis fund that were subject to a CDSC will
remain subject to the CDSC that applied to the shares of the other Fortis fund.
Additionally, the CDSC will not be imposed at the time that Fund shares subject
to the CDSC are exchanged for shares of Fortis Money Fund or at the time such
Fortis Money Fund shares are reexchanged for shares of any Fortis fund subject
to a CDSC; provided, however, that, in each such case, the shares acquired will
remain subject to the CDSC if redeemed within the CDSC Period.

Investors, upon notification, will provide a PRO RATA refund of any CDSC paid in
connection with a redemption of shares of any Fortis fund having a sales charge
("Fortis Load Fund") (by crediting such refunded CDSC to such shareholder's
account) if, within 60 days of such redemption, all or any portion of the
redemption proceeds are reinvested in shares of one or more Fortis Load Funds.
Any reinvestment within 60 days of a redemption on which the CDSC was paid will
be made without the imposition of a FESC but will be subject to the same CDSC to
which such amount was subject prior to the redemption; provided, however, that
the CDSC Period will run from the original investment date.

CLASS B, H, AND C SHARES

The CDSC on Class B, H, and C shares will be calculated on an amount equal to
the lesser of the net asset value of the shares at the time of purchase or their
net asset value at the time of redemption. No charge will be imposed on amounts
representing an increase in share value due to capital appreciation. In
addition, no charge will be assessed on shares derived from reinvestment of
dividends or capital gains distributions or on shares held for longer than the
applicable CDSC Period.

Upon any request for redemption of shares of any class of shares that imposes a
CDSC, it will be assumed, unless otherwise requested, that shares subject to no
CDSC will be redeemed first in the order purchased and all remaining shares that
are subject to a CDSC will be redeemed in the order purchased. With respect to
the redemption of shares subject to no CDSC where the shareholder owns more than
one class of shares, those shares with the highest Rule 12b-1 fee will be
redeemed in full prior to any redemption of shares with a lower Rule 12b-1 fee.

The CDSC does not apply to: (1) redemption of shares when a Fund exercises its
right to liquidate accounts which are less than the minimum account size; (2)
death or disability of any owner, as defined in Section 72(m)(7) of the Code (if
satisfactory evidence is provided to the Fund); (3) with respect to Class B and
H shares only, an amount that represents, on an annual (non-cumulative) basis,
up to 10% of the amount (at the time of the investment) of the shareholder's
purchases; and (4) with respect to Class B, H, and C shares, qualified plan
benefit distributions due to participant's separation from service, loans or
financial hardship (excluding IRAs, SEPs, and 403(b), 457, and Fortis KEY plans)
upon a Fund's receipt from the plan's administrator or trustee of written
instructions detailing the reason for the distribution.

As an illustration of CDSC calculations, assume that Shareholder X purchases on
Year 1/Day 1 100 shares at $10 per share. Assume further that, on Year 2/Day 1,
Shareholder X purchased an additional 100 shares at $12 per share. Finally,
assume that, on Year 3/Day 1, Shareholder X wishes to redeem shares worth
$1,300, and that the net asset value per share as of the close of business on
such day is $13. To effect Shareholder X's redemption request, 100 shares at $13
per share (totaling $1,300) would be redeemed. The CDSC would be waived in
connection with the redemption of that number of shares equal in value (at the
time of redemption) to $220 (10% of $1,000-- the purchase amount of the shares
purchased by Shareholder X on Year 1/Day 1--plus 10% of $1200--the purchase
amount of the shares purchased by Shareholder X on Year 2/Day 1.) In addition,
no CDSC would apply to the $400 in capital appreciation on Shareholder X's
shares ($2,600 Year 3 value minus $2,200 purchase cost of shares).

If a shareholder exchanges shares subject to a CDSC for Class B, H, or C shares
of a different Fortis Fund, the transaction will not be subject to a CDSC.
However, when shares acquired through the exchange are redeemed, the shareholder
will be treated as if no exchange took place for the purpose of determining the
CDSC Period and applying the CDSC.

Investors, upon notification, will provide, out of its own assets, a PRO RATA
refund of any CDSC paid in connection with a redemption of Class B, H, or C
shares of any Fund (by crediting such refunded CDSC to such shareholder's
account) if, within 60 days of such redemption, all or any portion of the
redemption proceeds are reinvested in shares of the same class in any of the
Fortis Funds. Any reinvestment within 60 days of a redemption to which the CDSC
was paid will be made without the imposition of a front-end sales charge but
will be subject to the same CDSC to which such amount was subject prior to the
redemption. The CDSC Period will run from the original investment date.

SHAREHOLDER INQUIRIES

Inquiries should be directed to your broker-dealer or sales representative, or
to the Funds at the telephone number or mailing address listed on the cover of
this Prospectus. A $10 fee will be charged for copies of Annual Account
Summaries older than the preceding year.

27
<PAGE>

FORTIS-Registered Trademark-
FORTIS MUTUAL FUND Mail to:
AUTOMATED CLEARING HOUSE (ACH) FORTIS MUTUAL FUNDS
AUTHORIZATION AGREEMENT P.O. Box 64284
St. Paul, MN 55164

Please complete each section below to establish ACH capability to your Fortis
Mutual Fund Account. For personal service, please call your investment
professional or Fortis at (800) 800-2638, Ext. 3012.

________________________________________________________________________________
1 FORTIS ACCOUNT INFORMATION
________________________________________________________________________________

Account Registration:
________________________________________________________________________________
Owner (Individual, 1st Joint Tenant, Custodian, Trustee)
________________________________________________________________________________
Owner (2nd Joint Tenant, Minor, Trust Name)
________________________________________________________________________________
Additional Information, if needed
________________________________________________________________________________
Street address
________________________________________________________________________________
City State Zip
________________________________________________________________________________
Social Security number (Taxpayer I.D.)
Account # ______________________________________________________________________

Fund: Class:
Asset Allocation / / A / / B / / C / / H
Capital Appreciation / / A / / B / / C / / H
High Yield / / A / / B / / C / / H
Capital / / A / / B / / C / / H
Fiduciary / / A / / B / / C / / H
Global Growth / / A / / B / / C / / H
Growth / / A / / B / / C / / H / / Z
Growth & Income / / A / / B / / C / / H
Money / / A / / B / / C / / H
Tax-Free Minnesota / / A / / B / / C / / H / / E
Tax-Free National / / A / / B / / C / / H / / E
Tax-Free New York / / A / / B / / C / / H / / E
U.S. Government Securities / / A / / B / / C / / H / / E
Value Fund / / A / / B / / C / / H
Other / / A / / B / / C / / H

________________________________________________________________________________
2 BANK/FINANCIAL INSTITUTION INFORMATION
________________________________________________________________________________

PLAN TYPE: / / New Plan / / Bank Change

ACCOUNT TYPE: / /Checking / /Savings
(must attach a (must attach a
voided check) deposit slip)

________________________________________________________________________________
Transit Number

________________________________________________________________________________
Bank Account Number

________________________________________________________________________________
Account Owner (if other than name of Depositor)

________________________________________________________________________________
Depositor's Daytime Phone Number

CLEARLY PRINT THE BANK/FINANCIAL INSTITUTION'S NAME AND ADDRESS BELOW:

________________________________________________________________________________

________________________________________________________________________________
Signature of Depositor Date

________________________________________________________________________________
Signature of Joint-Depositor Date

28
<PAGE>
________________________________________________________________________________
3 SELECT OPTION
________________________________________________________________________________

I. INVESTMENT OPTION(S)
A. / / Invest via FORTIS INFORMATION LINE by
phone (minimum $25, maximum $10,000)
Please allow up to four business days for deposit
into Fortis Funds. Transactions after 3:00 p.m.
(CST) will be processed the following business
day.
*Not available on tax qualified accounts such as
IRA, SEP, SARSEP and Key plans.
B. / / Systematic Investment Plan
/ / New Plan
/ / Change Plan
I request Fortis Financial Group (FFG) to obtain payment of
sums becoming due the company by charging my account in the
form of electronic debit entries. I request and authorize the
financial institution named to accept, honor and charge those
entries to my account. Please allow 30 days for collected
funds to be available in your Fortis account.
Draft Date (1-26 only): ----------------------------

Amount per Fund (Min. $25): ----------------------

Beginning Draft Month: ----------------------------

II. WITHDRAWAL OPTION(S)
(Please consult your financial or tax adviser before electing
a systematic withdrawal plan. For tax qualified accounts,
additional forms are required for distribution.)
A. / / Cash Dividends
B. / / Redeem via FORTIS INFORMATION LINE by
phone (minimum $100, maximum $25,000)
Please allow up to four business days for
withdrawal to credit your bank account.
Transactions after 3:00 p.m. (CST) will be
processed the following business day.
*Not available on tax qualified accounts such as
IRA, SEP, SARSEP and Key plans.
C. / / Systematic Withdrawal Plan
/ / New Plan
/ / Change Plan
I request Fortis Financial Group (FFG) to pay sums due me by
crediting my bank account in the form of electronic entries.
I request and authorize the financial institution to accept,
honor and credit those entries to my account.

Withdrawal Date (1-26 only): -----------------------

Amount per Fund (Min. $25): ----------------------
Beginning Withdrawal Month: ----------------------

________________________________________________________________________________
4 SIGNATURES
________________________________________________________________________________

Each person signing on behalf of any entity represents that his or her actions
are authorized. It is agreed that all Fortis Funds, Fortis Investors, Fortis
Advisers and their officers, directors, agents and employees will not be liable
for any loss, liability, damage or expense for relying upon this application or
any instruction believed genuine.

This authorization will remain in effect until I notify FFG. I hereby terminate
any prior Authorization of FFG to initiate charges to this account. I understand
that any returned item or redemption of the entire account may result in
termination of my Automated Clearing House agreement. This authorization will
become effective upon acceptance by FFG at its home office.

Authorized Signature(s)

X ______________________________________________________________________________
Owner, Custodian, Trustee Date

X ______________________________________________________________________________
Joint Owner, Trustee Date

FORTIS-Registered Trademark-
FORTIS FINANCIAL GROUP
Fortis Advisers, Inc. (fund management since 1949)
Fortis Investors, Inc. (principal underwriter; (member SIPC)
P.O. Box 64284
St. Paul, MN 55164
(800) 800-2638

29
<PAGE>
Attach additional information if more space is needed.
98049 (7/95)

30
<PAGE>
PROSPECTUS
JANUARY 1, 1996

FORTIS ASSET ALLOCATION PORTFOLIO
FORTIS VALUE FUND
FORTIS GROWTH & INCOME FUND
FORTIS CAPITAL FUND
FORTIS FIDUCIARY FUND
FORTIS GROWTH FUND
FORTIS CAPITAL APPRECIATION PORTFOLIO

95199 (REV. 1/96)

[LOGO]-Registered Trademark-

FORTIS FINANCIAL GROUP
P.O. BOX 64284
ST. PAUL, MN 55164

BULK RATE
U.S. POSTAGE
PAID
PERMIT NO. 3794
MINNEAPOLIS, MN
<PAGE>
FORTIS ASSET ALLOCATION PORTFOLIO
FORTIS VALUE FUND
FORTIS GROWTH & INCOME FUND
FORTIS CAPITAL FUND
FORTIS FIDUCIARY FUND
FORTIS GROWTH FUND
FORTIS CAPITAL APPRECIATION PORTFOLIO
STATEMENT OF ADDITIONAL INFORMATION
DATED JANUARY 1, 1996

Fortis Asset Allocation Portfolio ("Asset Allocation Portfolio") is a portfolio
of Fortis Advantage. Fortis Value Fund, Fortis Growth & Income Fund and Fortis
Capital Fund are the three portfolios of Fortis Equity Portfolios, Inc. ("Fortis
Equity"). Fortis Fiduciary Fund, Inc. ("Fiduciary Fund") and Fortis Growth Fund,
Inc. ("Growth Fund") are single portfolio funds. Fortis Capital Appreciation
Portfolio ("Capital Appreciation Portfolio") is a portfolio of Fortis Advantage
Portfolios, Inc. ("Fortis Advantage"). These seven portfolios/funds are
collectively referred to as the "Funds". This Statement of Additional
Information is NOT a prospectus, but should be read in conjunction with the
Funds' Prospectus dated January 1, 1996. A copy of that prospectus may be
obtained from your broker-dealer or sales representative. The address of Fortis
Investors, Inc. ("Investors") is P.O. Box 64284, St. Paul, Minnesota 55164.
Telephone: (612) 738-4000. Toll Free 1-(800) 800-2638 (x3012).

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 the Fund or 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.

31
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ORGANIZATION AND CLASSIFICATION........................ 33
INVESTMENT OBJECTIVES AND POLICIES..................... 33
- General.......................................... 33
ASSET ALLOCATION & CAPITAL APPRECIATION PORTFOLIOS..... 33
- Mortgage-Related Securities...................... 33
- Foreign Securities............................... 36
- Options.......................................... 36
- Futures Contracts and Options on Futures
Contracts........................................ 37
- Forward Foreign Currency Exchange Contracts...... 38
- Risks of Transactions in Options, Futures
Contracts, and Forward Contracts................. 38
- Regulatory Restrictions.......................... 38
- Borrowing Money.................................. 39
- Repurchase Agreements............................ 39
- Variable Amount Master Demand Notes.............. 39
- Illiquid Securities.............................. 39
- Delayed Delivery Transactions.................... 40
- Investment Restrictions.......................... 40
VALUE, CAPITAL, FIDUCIARY AND GROWTH FUNDS............. 42
- Lending of Portfolio Securities.................. 43
- Illiquid Securities.............................. 43
- Real Estate or Real Estate Investment Trusts..... 44
- Options.......................................... 44
- Delayed Delivery Transactions....................
- Investment Restrictions.......................... 45
GROWTH & INCOME FUND................................... 48
- Certificates of Deposit and Bankers'
Acceptance....................................... 48
- Mortgage-Related Securities...................... 48
- Securities of Foreign Companies.................. 50
- Repurchase Agreements............................ 50
- Delayed Delivery Transactions.................... 50
- Dollar Rolls..................................... 51
- Lending of Portfolio Securities.................. 51
- Restricted or Illiquid Securities................ 52
- Short Sales Against the Box...................... 52
DIRECTORS AND EXECUTIVE OFFICERS....................... 54
INVESTMENT ADVISORY AND OTHER SERVICES................. 57
- General.......................................... 57
- Control and Management of Advisers and
Investors........................................ 58
- Investment Advisory and Management Agreement..... 58
PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE..... 59

<CAPTION>
PAGE
<S> <C>
CAPITAL STOCK.......................................... 61
COMPUTATION OF NET ASSET VALUE AND PRICING............. 62
SPECIAL PURCHASE PLANS................................. 63
- Statement of Intention........................... 63
- Tax Sheltered Retirement Plans................... 63
- Gifts or Transfers to Minor Children............. 65
- Systematic Investment Plan....................... 65
- Exchange Privilege............................... 66
- Reinvested Dividend/Capital Gains Distributions
between Fortis Funds............................. 66
- Purchases by Fortis, Inc. (or its Subsidiaries)
or Associated Persons............................ 66
- Purchases by Fund Directors or Officers.......... 66
- Purchases by Representatives or Employees of
Broker-Dealers................................... 66
- Purchases by Certain Retirement
Plans............................................ 66
- Purchases by Registered Investment Companies..... 66
- Purchases with Proceeds from Redemption of
Unrelated Mutual Fund Shares or Surrender of
Certain Fixed Annuity Contracts.................. 66
- Purchases by Employees of Certain Banks and Other
Financial Services Firms......................... 66
- Purchases by Commercial Banks Offering Self-
Directed 401(k) Programs Containing both Pooled
and Individual Investment Options................ 67
- Purchases by Investment Advisers, Trust
Companies, and Bank Trust Departments Exercising
Discretionary Investment Authority or Using a
Money Management Mutual Fund "Wrap" Program...... 67
REDEMPTION............................................. 67
- Systematic Withdrawal Plan....................... 67
- Reinvestment Privilege........................... 67
TAXATION............................................... 68
UNDERWRITER............................................ 68
PLAN OF DISTRIBUTION................................... 69
PERFORMANCE............................................ 70
FINANCIAL STATEMENTS................................... 97
CUSTODIAN; COUNSEL; ACCOUNTANTS........................ 97
LIMITATION OF DIRECTOR LIABILITY....................... 97
ADDITIONAL INFORMATION................................. 97
</TABLE>

32
<PAGE>
ORGANIZATION AND CLASSIFICATION

Fortis Advantage includes two separate portfolios included in this Statement of
Additional Information: Asset Allocation Portfolio and Capital Appreciation
Portfolio.

Fortis Equity was originally organized as a "non-series" investment company. On
January 31, 1992, the Fund was reorganized as a "series" fund and its name was
changed from AMEV Capital Fund, Inc. to Fortis Equity Portfolios, Inc. ("Fortis
Equity"). The Fund became a portfolio of Fortis Equity. On January 1, 1996,
Value Fund and Growth & Income Fund became portfolios of Fortis Equity. Fortis
Equity may establish other portfolios, each corresponding to a distinct
investment portfolio and a distinct series of Fortis Equity's common stock.

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. Each Fund
operates as an "open-end" investment company because it generally must redeem an
investor's shares upon request. Each Fund 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.

INVESTMENT OBJECTIVES AND POLICIES

GENERAL

Each Fund 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 Fund and
to not more than 10% of the outstanding voting securities of
such issuer.

In implementing the objectives of each of these Funds set forth in the
Prospectus under "Investment Objectives and Policies," the proportion of its
assets invested in common stocks, preferred stocks and bonds, short-term
investments such as repurchase agreements or retained in cash may vary from time
to time as economic and financial conditions change. As of August 31, 1995, the
following percentages of the Funds' net assets were invested in common stock:
Asset Allocation Portfolio--45%; Capital Fund--84%; Fiduciary Fund-- 84%; Growth
Fund--88%; and Capital Appreciation Portfolio--94%.

Each of these Funds will not concentrate its investments in any particular
industry, nor will it purchase a security if as a result of such purchase more
than 25% of its assets will be invested in a particular industry. This policy
may not be changed without shareholder approval. (See "Investment
Restrictions.")

Consistent with its investment objectives, each of the Funds intends to purchase
securities primarily for investment, but also may seek short-term capital
appreciation. They reserve freedom of action, however, to sell portfolio
securities whenever management believes more favorable investment opportunities
are available, regardless of any additional brokerage costs which may be
incurred, and regardless of any income tax consequences.

Portfolio turnover, as described in the Prospectus, is the ratio of the lesser
of annual purchases or sales of portfolio securities to average monthly
portfolio value, not including short-term securities. A 100% portfolio turnover
rate would occur, for example, if all of the Fund's portfolio securities were
replaced within one year. These Funds' portfolio turnover rates for the fiscal
years ended August 31, 1995 and 1994 were as follows: Asset Allocation
Portfolio--94% and 94%, respectively; Capital Fund--14% and 41%, respectively;
Fiduciary Fund--12% and 25%, respectively; Growth Fund--27% and 23%,
respectively; and Capital Appreciation Portfolio--21% and 36%, respectively.

ASSET ALLOCATION AND CAPITAL APPRECIATION PORTFOLIOS

Asset Allocation Portfolio's investment objective is maximum total return on
invested capital, to be derived primarily from capital appreciation, dividends,
and interest.

Capital Appreciation Portfolio's investment objective is maximum long-term
capital appreciation. Dividend and interest income from securities, if any, is
incidental.

MORTGAGE-RELATED SECURITIES

Consistent with the investment objectives and policies of Asset Allocation
Portfolio as set forth in the Prospectus, and the investment restrictions set
forth below, such Portfolio 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

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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, 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. The GNMA Certificates that the Government Total Return Portfolio
purchases are the "modified pass-through" type. "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 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 the investment income of
the Government Total Return Portfolio 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

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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 Advantage 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, Advisers may, consistent with Asset Allocation Portfolio's
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-backed bonds and newer collateralized mortgage obligations (CMO's).
Mortgage-backed 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
periodically and principal payable on the stated date of maturity. CMO's have
characteristics of both pass-through securities and mortgage-backed 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
Investment Company Act of 1940 (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 Portfolios) 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
Portfolios 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.

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 7.5% of the
Portfolio's net assets will be invested in any one of these items at any one
time, and no more than 15% of the net assets of the Portfolio will be invested
in all such obligations at any one time.

Inverse floating CMOs are typically more volatile than fixed or adjustable rate
tranches of CMOs. Investments in inverse floating CMOs

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would be purchased by the Portfolio to attempt to protect against a reduction in
the income earned on the Portfolio investments due to a decline in interest
rates. The Portfolio 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
Asset Allocation Portfolio. Because investments in mortgage-related securities
are interest sensitive, the ability of the issuer 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.

FOREIGN SECURITIES

Capital Appreciation Portfolio may invest up to 10%, and Asset Allocation
Portfolio may invest up to 20%, of its total assets in securities of foreign
governments and companies (provided that no more than 15% of Asset Allocation
Portfolio's total assets may be invested in foreign securities that are not
traded on national foreign securities exchanges or traded in the United States).
Domestic branches of foreign banks and foreign branches of domestic banks are
deemed by Fortis Advantage to be domestic, not foreign, companies. Investing in
foreign securities may result in greater risk than that incurred by investing in
domestic securities. The obligations of foreign issuers may be affected by
political or economic instabilities. Financial information published by foreign
companies may be less reliable or complete than information disclosed by
domestic companies pursuant to United States Government securities laws, and may
not have been prepared in accordance with generally accepted accounting
principles. Fluctuations in exchange rates may affect the value of foreign
securities not denominated in United States currency.

OPTIONS

As provided below, the Portfolios may enter into transactions in options on a
variety of instruments and indexes, in order to protect against declines in the
value of portfolio securities or increases in the costs of securities to be
acquired and in order to increase the gross income of the Portfolios. 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.

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It is currently the intention of Fortis Advantage Portfolios to limit the
investment in options by each Portfolio so that such investments do not expose
more than 5% of such Portfolio's assets to risk of loss.

OPTIONS ON SECURITIES. Both Portfolios may write (sell) covered call and secured
put options and purchase call and put options on securities (provided that
Capital Appreciation Portfolio will write and purchase options only on equity
securities). Where a Portfolio writes an option which expires unexercised or is
closed out by the Portfolio 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 the Portfolio security underlying the
option, or the increased cost of portfolio securities to be acquired. In
contrast, however, if the price of the underlying security moves adversely to
the Portfolio's position, the option may be exercised and the Portfolio 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. The
Portfolios 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.

Both Portfolios 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 the Portfolio wants to purchase at a later date. In the event
that the expected market fluctuations occur, the Portfolio 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 the Portfolio
upon exercise or liquidation of the option, and, unless the price of the
underlying security changes sufficiently, the option may expire without value to
the Portfolio.

OPTIONS ON STOCK INDEXES. Both Portfolios may write (sell) covered call and
secured put options and purchase call and put options on stock indexes. When a
Portfolio writes an option on a stock index, and the value of the index moves
adversely to the holder's position, the option will not be exercised, and the
Portfolio will either close out the option at a profit or allow it to expire
unexercised. The Portfolio will thereby retain the amount of the premium, which
will increase its gross income and offset part of the reduced value of portfolio
securities or the increased cost of securities to be acquired. Such
transactions, however, will constitute only partial hedges against adverse price
fluctuations, since any such fluctuations will be offset only to the extent of
the premium received by the Portfolio for the writing of the option. In
addition, if the value of an underlying index moves adversely to a Portfolio's
option position, the option may be exercised, and the Portfolio will experience
a loss which may only be partially offset by the amount of the premium received.

A Portfolio may also purchase put or call options on stock indexes in order
either to hedge its investments against a decline in value or to attempt to
reduce the risk of missing a market or industry segment advance. The Portfolio's
possible loss in either case will be limited to the premium paid for the option,
plus related transaction costs.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

FUTURES CONTRACTS. Asset Allocation Portfolio may enter into interest rate
futures contracts for hedging purposes. In addition, Capital Appreciation
Portfolio and Asset Allocation Portfolio may enter into stock index futures
contracts for hedging purposes. Both Portfolios 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 a Portfolio's current or intended stock investments from broad
fluctuations in stock prices, and 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 Portfolio's current or intended
investments in fixed income or foreign securities. In the event that an
anticipated decrease in the value of portfolio 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 portfolio 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 a Portfolio. A Portfolio 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. Asset Allocation Portfolio may purchase and write
options to buy or sell interest rate futures contracts. In addition, Capital
Appreciation Portfolio and Asset Allocation Portfolio may purchase and write
options on stock index futures contracts, and both Portfolios 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.

Put and call options on Futures Contracts may be traded by the Portfolios in
order to protect against declines in the values of portfolio securities or
against increases in the cost of securities to be acquired. Purchases of options
on Futures Contracts may present less risk in hedging the portfolios of the
Portfolios than the purchase or sale of

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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, a Portfolio may suffer a loss
on the transaction.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

Both Portfolios may enter into contracts for the purchase or sale of a specific
currency at a future date at a price set at the time of the contract (a
"Currency Contract"). The Portfolios will enter into Currency Contracts for
hedging purposes only, in a manner similar to the Portfolios' use of foreign
currency futures contracts. These transactions will include forward purchases or
sales of foreign currencies for the purpose of protecting the dollar value of
securities denominated in a foreign currency or protecting the dollar equivalent
of interest or dividends to be paid on such securities. By entering into such
transactions, however, the Portfolio may be required to forego the benefits of
advantageous changes in exchange rates. Currency Contracts are traded
over-the-counter, and not on organized commodities or securities exchanges. As a
result, such contracts operate in a manner distinct from exchange-traded
instruments, and their use involves certain risks beyond those associated with
transactions in the futures and option contracts described above.

OPTIONS ON FOREIGN CURRENCIES. Both Portfolios 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 a portfolio 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 a Portfolio's position, it may forfeit the entire amount of the
premium plus related transaction costs. As in the case of Currency 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.

RISKS OF TRANSACTIONS IN OPTIONS, FUTURES CONTRACTS, AND FORWARD CONTRACTS

Although the indicated Portfolios will enter into transaction 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 a Portfolio's hedging strategy unsuccessful and could
result in losses. The indicated Portfolios 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, and a
Portfolio 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 (the "CFTC"), as well as in
the over-the-counter market and on foreign exchanges. In addition, the
securities underlying options and Futures Contracts traded by the Portfolios 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. See "Other
Investment Practices of the Portfolios--Foreign Securities" in the Prospectus.

REGULATORY RESTRICTIONS

To the extent required to comply with Securities and Exchange Commission Release
No. 10666, when purchasing a futures contract, writing a put option, or entering
into a delayed delivery purchase, the Portfolios will each maintain in a
segregated account cash or liquid high-grade securities equal to the value of
such contracts.

To the extent required to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid "commodity pool operator" status, none of the
Portfolios will enter into a futures contract or purchase an option thereon if
immediately thereafter the initial margin deposits for futures contracts held by
the Portfolio, plus premiums paid by it for open options on futures (less the
amount by which the value of the underlying futures contract exceeds the
exercise price at the time of purchase), would exceed 5% of the Portfolio's
total assets. The Portfolios will not engage in transactions in financial
futures contracts or options thereon for speculation, but only to attempt to
hedge against changes in market conditions affecting the values of securities
which the Portfolios hold or intend to purchase. When futures contracts or
options thereon are purchased to protect against a price increase on securities
intended to be purchased later, it is anticipated that at least 75% of such
intended purchases will be completed. When other futures contracts or options
thereon are purchased, the underlying value of such contracts will at all times
not exceed the sum of: (1) accrued profit on such contracts held by the broker;
(2) cash or high quality money market instruments set aside in an identifiable
manner; and (3) cash proceeds from investments due in 30 days.

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BORROWING MONEY

Both Portfolios may borrow money from banks as a temporary measure to facilitate
redemptions. As a fundamental policy, however, borrowings may not exceed 10% of
the value of such Portfolio's total assets and no additional investment
securities may be purchased by a Portfolio while outstanding bank borrowings
exceed 5% of the value of such Portfolio's total assets. Interest paid on
borrowings will not be available for investment.

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 Portfolio will limit its
investment in repurchase agreements with a maturity of more than seven days to
15% of its net assets.

In investing in repurchase agreements, a Portfolio's 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 Portfolio 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 Portfolio 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, however, the Portfolio
could suffer a loss. If the Portfolio owns underlying securities following a
default on the repurchase agreement, the Portfolio will be subject to risk
associated with changes in the market value of such securities. The Portfolios'
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 Portfolio will promptly receive additional collateral (so the
total collateral is in an amount at least equal to the repurchase price plus
accrued interest).

VARIABLE AMOUNT MASTER DEMAND NOTES

Variable amount master demand notes are short-term, unsecured promissory notes
issued by corporations to finance short-term credit needs. They allow the
investment of fluctuating amounts by the Portfolio at varying market rates of
interest pursuant to arrangements between the Portfolio and a financial
institution which has lent money to a 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 Portfolio 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 then outstanding together with interest to the date of
payment.

ILLIQUID SECURITIES

Both Portfolios may invest in illiquid securities, including "restricted"
securities. (A restricted security is one which was originally sold in a private
placement and was not registered with the Commission under the Securities Act of
1933 (the "1933 Act") and which is not free to be resold unless it is registered
with the Commission or its sale is exempt from registration. For this purpose
illiquid securities include, among others, (i) securities that are illiquid by
virtue of the absence of a readily available market or legal or contractual
restrictions on resale, (ii) options purchased over-the-counter and the cover
for options written over-the-counter, and (iii) repurchase agreements not
terminable within seven days.) However, each Portfolio will not invest more than
15% of the value of its net assets in illiquid securities, as determined
pursuant to applicable Commission rules and interpretations.

The staff of the Securities and Exchange Commission has taken the position that
the liquidity of 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.

The Board of Directors of Fortis Advantage has adopted procedures to determine
the liquidity of certain securities, including commercial paper issued pursuant
to the private placement exemption of Section 4(2) of the 1933 Act and
securities that are eligible for resale to qualified institutional buyers
pursuant to Rule 144A under the 1933 Act. Under these procedures, factors taken
into account in determining the liquidity of a security include (a) the
frequency of trades and quotes for the security, (b) the number of dealers
willing to purchase

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or sell the security and the number of other potential purchasers, (c) dealer
undertakings to make a market in the security, and (d) the nature of the
security and the nature of the marketplace trades (E.G., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
transfer). Section 4(2) commercial paper or a Rule 144A security that when
purchased enjoyed a fair degree of marketability may subsequently become
illiquid, thereby adversely affecting the liquidity of the applicable Portfolio.

Illiquid securities may offer a higher yield than securities that are more
readily marketable. The sale of illiquid securities, however, often requires
more time and results in higher brokerage charges or dealer discounts or other
selling expenses than does the sale of securities eligible for trading on
national securities exchanges or in the over-the-counter markets. A Portfolio
may also be restricted in its ability to sell such securities at a time when it
is advisable to do so. Illiquid securities often sell at a price lower than
similar securities that are not subject to restrictions on resale.

DELAYED DELIVERY TRANSACTIONS

The Portfolios 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
Fund enters into a transaction on a when-issued or forward commitment basis, a
segregated account consisting of cash, U.S. Government securities or liquid
high-grade debt securities equal to the value of the when-issued or forward
commitment securities will be established and maintained with the custodian and
will be marked to the market daily. During the period between a commitment and
settlement, no payment is made for the securities purchased by the purchaser
and, thus, no interest accrues to the purchaser from the transaction. If the
Fund 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 Fund to hedge
against anticipated changes in interest rates and prices. The Fund 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 Funds 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 Fund to
"roll over" its purchase commitment, the Fund may receive a negotiated fee. The
purchase of securities on a when-issued, delayed delivery, or forward commitment
basis exposes the Fund 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 Fund's net asset value to the extent that the Fund 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 Fund 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 such Fund, 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).

INVESTMENT RESTRICTIONS

Certain investment restrictions are fundamental to the operation of the
Portfolios and may not be changed except with the approval of the holders of a
majority of the outstanding shares of the Portfolio(s) affected. For this
purpose, "majority of the outstanding voting securities" means the lesser of (i)
67% of the outstanding shares of the affected Portfolio(s) present at the
meeting of shareholders if more than 50% of the outstanding shares of the
affected Portfolio(s) are present in person or by proxy, or (ii) more than 50%
of the outstanding shares of the affected Portfolio(s).

As a result of these fundamental investment restrictions, except as set forth
below, neither of the Portfolios will:

1. Purchase securities on margin or otherwise borrow money or issue senior
securities, except that the Portfolios, 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 Advantage 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 any Portfolio, 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 Portfolio's total assets. Investment
securities will not be purchased for a Portfolio while outstanding bank
borrowings exceed 5% of the value of such Portfolio's total assets.

2. 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.

3. Invest in commodities or commodity contracts, other than for hedging
purposes only.

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4. Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio securities, Fortis
Advantage may be deemed an underwriter under applicable laws.

5. Participate on a joint or a joint and several basis in any securities
trading account.

6. Invest in real estate, except a Portfolio may invest in securities issued
by companies owning real estate or interests therein.

7. Make loans to other persons. Repurchase agreements, the lending of
securities and the acquiring of debt securities in accordance with the
Prospectus and Statement of Additional Information are not considered to be
"loans" for this purpose.

8. 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.

9. Purchase from or sell to any officer, director, or employee of Fortis
Advantage, or its adviser or underwriter, or any of their officers or directors,
any securities other than shares of Fortis Advantage's common stock.

10. Make short sales, except for sales "against the box." While a short sale
is made by selling a security the Portfolio does not own, a short sale is
"against the box" to the extent that the Portfolio contemporaneously owns or has
the right to obtain securities identical to those sold short at no added cost.

The following investment restrictions may be changed without shareholder
approval. Neither of the Portfolios, unless otherwise noted, will:

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. (Due to restrictions imposed by the California
Department of Corporations, the Portfolios do not currently invest in 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. 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.

5. Purchase or retain the securities of any issuer if those officers and
directors of Fortis Advantage 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.

6. Invest more than 5% of its total assets in companies which have been in
business for less than three years (except that a company will be deemed to have
been in business for more than three years if such company is the subsidiary of
another company which has been in business for more than three years).

7. 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. (Securities that have been determined to
be liquid by the Board of Directors of Fortis Advantage or Advisers subject to
the oversight of such Board of Directors will not be subject to this
limitation.)

8. Invest more than 5% of its total assets in warrants, nor invest more than
2% of its total assets in warrants not traded on the New York Stock Exchange or
the American Stock Exchange.

9. Invest in real estate limited partnership interests.

10. Invest more than 20% of its net assets 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).

ADDITIONAL LIMITATIONS
ASSET ALLOCATION PORTFOLIO

OTHER DEBT AND MONEY MARKET SECURITIES. In addition to its investments in equity
securities and in obligations of the United States

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Government, its agencies, and instrumentalities, Asset Allocation Portfolio may
invest in a variety of long, intermediate, and short-term debt securities. Such
instruments may include the following:

CAPITAL APPRECIATION PORTFOLIO

Capital Appreciation Portfolio's policy is to invest, under normal
circumstances, at least 65% of its assets (exclusive of collateral in connection
with securities lending) in: (a) common stocks 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 (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. However, when Fortis Advisers, Inc. ("Advisers") considers a more
defensive posture appropriate, the Portfolio temporarily can be 100% invested in
commercial paper, obligations of banks or the United States Government, and
other high quality, short-term debt instruments.

OTHER INVESTMENT PRACTICES OF ASSET ALLOCATION AND CAPITAL APPRECIATION
PORTFOLIOS

It is currently the intention of Fortis Advantage Portfolios to limit the
investment in options by each Portfolio so that such investments do not expose
more than 5% of such Portfolio's assets to risk of loss.

FOREIGN SECURITIES. Asset Allocation Portfolio may invest up to 20%, and Capital
Appreciation Portfolio may invest up to 10%, of its total assets (at the time of
investment) in foreign securities.

LENDING OF PORTFOLIO SECURITIES. Consistent with applicable regulatory
requirements, the Portfolios may lend their portfolio securities (principally to
broker-dealers) where such loans are callable at any time and are continuously
secured by collateral equal to no less than the market value, determined daily,
of the securities loaned. The Fund will receive amounts equal to dividends or
interest on the securities loaned. The Portfolios will also earn income for
having made the loan. Any cash collateral pursuant to these loans will be
invested in short-term money market instruments. Management will limit such
lending to not more than 33 1/3% percent of the value of each Portfolio's total
assets. ("Total assets" of a Portfolio includes the amount lent as well as the
collateral securing such loans.)

Any investment policy or restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after an acquisition of securities or
utilization of assets, and such excess results therefrom.

VALUE, CAPITAL, FIDUCIARY AND GROWTH FUNDS

Value Fund's investment objective is short and long term capital appreciation.
Current income is only a secondary objective.

Capital Fund's primary investment objective is short and long-term capital
appreciation. Current income is only a secondary objective.

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Fiduciary Fund's primary investment objective is short and long-term capital
appreciation. Current income is only a secondary objective.

Growth Fund's investment objective is short and long-term capital appreciation.
Current income is only a secondary objective.

REPURCHASE AGREEMENTS

As noted in the Prospectus, these Funds may invest in repurchase agreements
("repos") and variable amount master demand notes.

Repos are short-term instruments under which securities are purchased from a
bank or a securities dealer with an agreement by the seller to repurchase the
securities at a mutually agreeable date, interest rate, and price. In investing
in repos, the Funds' risk is limited to the ability of such seller to pay the
agreed upon amount at the maturity of the repo. In the opinion of Advisers, such
risk is not material, since in the event of default, barring extraordinary
circumstances, the Funds would be entitled to sell the underlying securities or
otherwise receive adequate protection under Federal bankruptcy laws for its
interest in such securities. However, to the extent that proceeds from any sale
upon a default were less than the repurchase price, the Funds could suffer a
loss.

VARIABLE AMOUNT MASTER DEMAND NOTES

Variable amount master demand notes allow the investment of fluctuating amounts
by the Funds at varying market rates of interest pursuant to arrangements
between the Funds and a financial institution which has lent money to a
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 Fund 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 then outstanding together with
interest to the date of payment.

LENDING OF PORTFOLIO SECURITIES

Consistent with applicable regulatory requirements, Value, Capital, and
Fiduciary Funds each may lend its portfolio securities (principally to
broker-dealers) where such loans are callable at any time and are continuously
secured by collateral securities equal to no less than the market value,
determined daily, of the securities loaned. The Funds will receive amounts equal
to dividends or interest on the securities loaned. The Funds will also earn
income for having made the loan. Any cash collateral pursuant to these loans
will be invested in government securities, certificates of deposit or other
high-grade, short-term obligations or interest-bearing cash equivalents. The
Funds will limit such lending to not more than 33 1/3% of the value of its total
assets (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 the Funds' 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, the Funds 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.

ILLIQUID SECURITIES

Value, Capital, and Fiduciary Funds each may invest in illiquid securities,
including "restricted" securities. (A restricted security is one which was
originally sold in a private placement and was not registered with the
Commission under the Securities Act of 1933 (the "1933 Act") and which is not
free to be resold unless it is registered with the Commission or its sale is
exempt from registration.) However, the Fund will not invest more than 15% of
the value of its net assets in illiquid securities, as determined pursuant to
applicable Commission rules and interpretations.

The Boards of Directors of Fortis Equity and Fiduciary Fund each have adopted
procedures to determine the liquidity of certain securities, including
commercial paper issued pursuant to the private placement exemption of Section
4(2) of the 1933 Act and securities that are eligible for resale to qualified
institutional buyers pursuant to Rule 144A under the 1933 Act. Under these
procedures, factors taken

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into account in determining the liquidity of a security include (a) the
frequency of trades and quotes for the security, (b) the number of dealers
willing to purchase or sell the security and the number of other potential
purchasers, (c) dealer undertakings to make a market in the security, and (d)
the nature of the security and the nature of the marketplace trades (E.G., the
time needed to dispose of the security, the method of soliciting offers and the
mechanics of transfer). Section 4(2) commercial paper or a Rule 144A security
that when purchased enjoyed a fair degree of marketability may subsequently
become illiquid, thereby adversely affecting the liquidity of the Fund.

Illiquid securities may offer a higher yield than securities that are more
readily marketable. The sale of illiquid securities, however, often requires
more time and results in higher brokerage charges or dealer discounts or other
selling expenses than does the sale of securities eligible for trading on
national securities exchanges or in the over-the-counter markets. The Fund may
also be restricted in its ability to sell such securities at a time when it is
advisable to do so. Illiquid securities often sell at a price lower than similar
securities that are not subject to restrictions on resale.

REAL ESTATE OR REAL ESTATE INVESTMENT TRUSTS

Value, Capital, and Fiduciary Funds each are authorized to invest in real estate
investment trusts ("REITs"), real estate development and real estate operating
companies and other real estate related businesses. Each Fund presently 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.

These Funds have adopted a nonfundamental investment restriction that they will
not invest more than 10% of their respective total assets in REITs and will
invest only in REITs that are publicly distributed.

The Funds' 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.

OPTIONS

Value, Capital, and Fiduciary Funds each may use options and futures strategies
to attempt to increase return and to hedge its portfolio, i.e., reduce the
overall level of investment risk normally associated with the Fund. The Fund may
use stock index futures contracts and options thereon to hedge all or part of
the equity portion of its portfolio against negative stock market movements.
Similarly, the Fund may use interest rate futures contracts and options thereon
to hedge the debt portion of its portfolio against changes in the general level
of interest rates.

The Funds' use of options and futures strategies would involve certain
investment risks and transaction costs. These risks include: dependence on
Advisers' ability to predict movements in the prices of individual securities,
fluctuations in the general securities markets, and movements in interest rates;
imperfect correlation between movements in the price of options, futures
contracts, or options thereon and movements in the price of the security hedged
or used for cover, the fact that skills and techniques needed to trade options,
futures contracts and options thereon are different from those needed to select
the securities in which the Fund invests; lack of assurance that a liquid
secondary market will exist for any particular option, futures contract or
option thereon at any particular time; and the possible need to defer closing
out certain options, futures contracts, and options thereon in order to continue
to qualify for the beneficial tax treatment afforded "regulated investment
companies" under the Code.

As noted above, it is the Funds' present intention to only write "covered" call
options.

The Funds would attempt to reduce the risk associated with the use of options
and futures strategies by writing only "covered" call options as described below
and through the adoption of a nonfundamental investment restriction on the use
of options, futures, and forward contracts. This nonfundamental investment
restriction provides that the Fund will not 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 Fund would exceed 5% of the
value of the total assets of the Fund or (b) the Fund's 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 Fund.

A put option gives the purchaser (holder) of the option the right to sell (put)
a security or other instrument to a third party at a stated price for a stated
period or on a stated date. A call option gives the purchaser (holder) of the
option the right to purchase (call) a security or other instrument from a third
party at a stated price for a stated period or on a stated date. A person who
sells (writes) a put option

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gives a third party the right to require the writer to purchase a security or
other instrument at a stated price for a stated period or on a stated date,
while a person who sells (writes) a call option gives a third party the right to
require the writer to sell a security or other instrument at a stated price for
a stated period or on a stated date. A person who writes a call option may do so
either on a "covered" basis, in which case the writer already owns or has the
right to acquire the security or other instrument which the writer agrees may be
called away from such writer, or on an "uncovered" basis, in which case the
writer does not own or have the right to acquire such security or instrument. In
the case of an uncovered call option, the writer bears the risk that the writer
will have to purchase the security or instrument subject to the option in the
open market at an increased price if the purchaser of the call option exercises
it.

Put and call options may be used for a variety of purposes. For example, if a
portfolio manager wishes to hedge a security which the manager owns against a
decline in price, the manager may purchase a put option on the underlying
security, i.e., purchase the right to sell the security to a third party at a
stated price. If the underlying security then declines in price, the manager can
exercise the put option, thus limiting the amount of the manager's loss
resulting from the decline in price. Similarly, if the manager intends to
purchase a security at some date in the future, the manager may purchase a call
option on the security today in order to hedge against an increase in its price
before the intended purchase date. On the other hand, put and call options also
can be used for speculative purposes. For example, if a portfolio manager
believes that the price of stocks generally is going to rise, the manager may
purchase a call option on a stock index, the components of which are unrelated
to the stocks the manager holds in portfolio or intends to purchase. Finally, a
portfolio manager may write covered call options on securities the manager owns
in order to realize additional income with respect to his portfolio, or the
manager may write put options for similar income-producing purposes. If the
options expire unexercised, the manager has increased the portfolio's income by
the amount of the price (premium) received upon sale of the option. On the other
hand, if a covered call option is exercised and the underlying security is
"called" away, the manager has limited the amount of his gain to the exercise
price of the options plus the premium.

As noted above, these Funds have adopted a nonfundamental policy to the effect
that the Fund will not write, purchase or sell put or call options except that
it may write covered call options. Although the writing of covered call options
can have the effect of limiting a Fund's gains on the securities or other
instruments covered thereby, Advisers believes that this technique represents a
relatively low-risk way for a portfolio manager to attempt to enhance a
portfolio's return.

DELAYED DELIVERY TRANSACTIONS.

Each of these Funds, except Growth Fund, 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 Fund enters into a transaction on a when-issued or
forward commitment basis, a segregated account consisting of cash, U.S.
Government securities or liquid high-grade debt securities equal to the value of
the when-issued or forward commitment securities will be established and
maintained with the custodian and will be marked to the market daily. During the
period between a commitment and settlement, no payment is made for the
securities purchased by the purchaser and, thus, no interest accrues to the
purchaser from the transaction. If the Fund 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 Fund to hedge against anticipated changes in interest
rates and prices. The Fund 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 Funds 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 Fund to "roll over" its purchase commitment, the Fund may
receive a negotiated fee. The purchase of securities on a when-issued, delayed
delivery, or forward commitment basis exposes the Fund 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 Fund's net asset value to the extent
that the Fund 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 Fund 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 such Fund, 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).

INVESTMENT RESTRICTIONS

The following investment restrictions are deemed fundamental policies. They may
be changed only by the vote of a "majority" of the

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applicable Fund's outstanding shares, which as used in this Statement of
Additional Information, means the lesser of (i) 67% of the applicable Fund's
outstanding shares present at a meeting of the holders if more than 50% of the
outstanding shares are present in person or by proxy or (ii) more than 50% of
the applicable Fund's outstanding shares.

Value, Capital, and Fiduciary Funds each will not:

(1) Concentrate its investments, that is, invest more than 25% of the value
of its assets in any particular industry.

(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
Fund 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) Act as an underwriter of securities of other issuers, except to the
extent that, in connection with the disposition of portfolio securities, the
Fund may be deemed an underwriter under applicable laws.

(5) Purchase securities on margin or otherwise borrow money, except that the
Fund, 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. The Fund may also obtain such short-term credit as it needs for the
clearance of securities transactions, and may borrow from a bank 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 Fund's total assets.
Investment securities will not be purchased while outstanding bank borrowings
(including "roll" transactions) exceed 5% of the value of the Fund's total
assets.

(6) Issue senior securities (as defined in the 1940 Act) other than as set
forth in restriction #5 above 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.

(7) Make loans to other persons, except that it may lend its portfolio
securities in an amount not to exceed 33 1/3% of the value of the Fund's total
assets (including the amount lent) 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, 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.
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. ("Total assets" of the Fund includes the
amount lent as well as the collateral securing such loans.)

Growth Fund will not:

(1) Concentrate its investments, that is, invest more than 25% of the value
of its assets, in any particular industry.

(2) Buy or sell commodities or commodity contracts.

(3) Purchase or sell real estate or other interests in real estate, or
interests in real estate investment trusts.

(4) Mortgage, pledge, hypothecate, or in any manner transfer, as security for
indebtedness, any securities owned or held by the Fund.

(5) Act as an underwriter of securities of other issuers, except that the
Fund may invest up to 5% of the value of its assets (at time of investment) in
portfolio securities which the Fund might not be free to sell to the public
without registration of such securities under the Securities Act of 1933.

(6) Write, purchase, or sell puts, calls, or combinations thereof.

(7) Purchase or sell securities on margin or sell short.

(8) Make loans to other persons, except that it may purchase bonds,
debentures, or other debt securities, which are not publicly distributed in an
amount not to exceed 5% of the value of its total assets. The purchase of a
portion of an issue of publicly distributed bonds, debentures, or other debt
securities, does not constitute the making of a loan.

(9) Borrow money or issue debt securities.

The following investment restrictions may be changed without shareholder
approval.

Value, Capital, and Fiduciary Funds each 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 Fund shall not purchase or
otherwise acquire more than 3% of the total outstanding voting stock of any
other investment company. (Due to restrictions imposed by the California
Department of Corporations, the Fund does not currently invest in other
investment companies.)

(2) Invest in a company for the purposes of exercising control or management.

(3) Buy or sell foreign exchange.

(4) Invest in securities which would expose the Fund to liabilities exceeding
the amount invested.

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(5) Invest in interests (including partnership interests or leases) in oil,
gas, or other mineral exploration or development programs, except the Fund 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 the Fund 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 5% of its total assets in securities of unseasoned
issuers, including their predecessors, which have been in operation for less
than three years.

(8) 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. Securities that have been determined to be
liquid by the Board of Directors of the Fund or Advisers subject to the
oversight of such Board of Directors will not be subject to this limitation.

(9) Make short sales, except for sales "against the box."

(10) Mortgage, pledge, or hypothecate its assets except to the extent
necessary to secure permitted borrowings.

(11) Invest in real estate limited partnership interests.

(12) 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 Fund.

(13) Invest more than 5% of its net assets, valued at the lower of cost or
market, in warrants; nor, within such amount, invest more than 2% of such net
assets in warrants not listed on the New York Stock Exchange or American Stock
Exchange. Warrants attached to securities or acquired in units are excepted from
the above limitations.

(14) Invest more than 10% of its total assets in real estate investment trusts
or invest in real estate investment trusts that are not publicly distributed.

(15) 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 Fund would exceed 5% of the value of the total assets of the Fund or
(b) the Fund's 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 Fund. (This restriction does not apply to securities purchased on a
when-issued, delayed delivery, or forward commitment basis.)

(16) Write, purchase, or sell put or call options, except that it may write
covered call options.

(17) Invest more than 10% of its assets in foreign securities.

Growth Fund 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. (Due to restrictions imposed by the California
Department of Corporations, the Fund does not currently invest in other
investment companies.)

(2) Invest in a company for the purposes of exercising control or management.

(3) Buy or sell foreign exchange.

(4) Invest in securities which would expose the Fund to liabilities exceeding
the amount invested.

(5) Invest in interests (including partnership interests) in oil, gas, or
other mineral exploration or development programs, except the Fund may purchase
or sell securities issued by corporations engaging in oil, gas, or other mineral
exploration or development business.

(7) Invest more than an aggregate of 5% 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; and (b) companies which have been in
business for less than three years. Securities sold under Section 4(2) of the
Securities Act of 1933 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 of
the Fund or Advisers subject to the oversight of such Board of Directors will
not be considered to be "restricted securities" and will not be subject to this
limitation on investing in restricted or non-readily marketable securities.

(8) Invest more than 5% of its net assets in warrants, not more than 2% of
net assets in warrants not listed on the New York Stock Exchange or American
Stock Exchange.

In seeking to attain its investment objective, the Fund will invest primarily in
common stocks or securities convertible into common stocks. In periods when a
more defensive position is deemed warranted, the Fund may invest all or a
portion of its assets in short-term money market securities. A policy which
could be changed without

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<PAGE>
shareholder approval prohibits more than an aggregate of 5% of the Fund's assets
from being invested in: (a) restricted securities (both debt and equity); (b)
equity securities of any issuer which are not readily marketable; and (c)
companies which have been in business for less than three years. An additional
policy which could be changed without shareholder approval is that the Fund may
invest no more than 10% of its assets (at the time of investment) in foreign
securities.

GROWTH & INCOME FUND

The investment objectives of Growth & Income Fund are capital appreciation and
current income, which it seeks by investing primarily in equity securities that
provide an income component and the potential for growth.

CERTIFICATES OF DEPOSIT AND BANKERS' ACCEPTANCES

As noted in the Prospectus, the Fund 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 as set forth in the
Prospectus, and the investment restrictions set forth below, the Fund 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.

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<PAGE>
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.

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.

The Fund 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,
Advisers may, consistent with Fund's investment objectives, policies, and
restrictions, consider making investments in such new types of securities.

Securities in this investment category include, among others, standard
mortgage-backed bonds and newer collateralized mortgage obligations (CMO's).
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

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<PAGE>
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
Investment Company Act of 1940 (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 Fund) 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
Fund 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.

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 the
Fund. 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

The Fund 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

The Fund 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.
In investing in repurchase agreements, the Fund's 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 Fund 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
Fund 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 Fund could suffer a loss. If the Fund
owns underlying securities following a default on the repurchase agreement, the
Fund will be subject to risk associated with changes in the market value of such
securities. The Fund's 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 Fund 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 evaluates
the creditworthiness of issuers which are securities dealers.

DELAYED DELIVERY TRANSACTIONS

The Fund 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
Fund enters into a transaction on a when-issued or forward commitment basis, a
segregated account consisting of cash, U.S. Government securities or liquid
high-grade debt securities equal to the value of the when-issued or forward
commitment securities will be established and maintained with the custodian and
will be marked to the market daily. During the period between a commitment and
settlement, no payment is made for the securities purchased by the purchaser
and, thus, no interest accrues to the purchaser from the transaction. If the
Fund 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

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<PAGE>
forward commitment, it can incur a gain or loss due to market fluctuation. The
use of when-issued transactions and forward commitments enables the Fund to
hedge against anticipated changes in interest rates and prices. The Fund 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 Funds 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 Fund to "roll over" its purchase commitment, the Fund may receive a
negotiated fee. The purchase of securities on a when-issued, delayed delivery,
or forward commitment basis exposes the Fund 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 Fund's net asset value to the extent
that the Fund 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 Fund 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 such Fund, 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).

DOLLAR ROLLS

In connection with its ability to purchase securities on a when-issued or
forward commitment basis, the Fund may enter into "dollar rolls" in which the
Fund 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. The Fund
gives up the right to receive principal and interest paid on the securities
sold. However, the Fund 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 the Fund compared with what such performance would
have been without the use of dollar rolls. The Fund will hold and maintain in a
segregated account until the settlement date cash, government securities or
liquid high-grade debt securities 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 Advisers 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 the Fund while
remaining substantially fully invested increases the amount of the Fund's assets
that are subject to market risk to an amount that is greater than the Fund's net
asset value, which could result in increased volatility of the price of the
Fund's shares.

LENDING OF PORTFOLIO SECURITIES

Consistent with applicable regulatory requirements, the Fund may lend its
portfolio securities (principally to broker-dealers) where such loans are
callable at any time and are continuously secured by collateral (as, 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. The Fund will receive
amounts equal to dividends or interest on the securities loaned. The Fund will
also earn income for having made the loan. The Fund will limit such lending to
not more than 33 1/3% of the value of the Fund's total assets (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 the Fund's 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, the Fund will not make loans to other
persons.

Borrowings by the Fund through banks and "roll" transactions will not exceed
33 1/3% of the total assets of the Fund; however, an investment policy
changeable without shareholder approval further restricts the Fund's borrowings
to 10% of its total assets. No additional investment securities may be purchased
by the Fund when outstanding borrowings, (including "roll" transactions) exceed
5% of the value of its total assets. If market fluctuations in the value of the
portfolio holdings or other factors cause the ratio of total assets to
outstanding borrowings to fall below 300%, within three days (excluding Sundays
and holidays) of such event the Fund may be required to sell portfolio
securities to restore the 300% asset coverage, even

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though from an investment standpoint such sales might be disadvantageous.
Interest paid on borrowings will not be available for investment.

RESTRICTED OR ILLIQUID SECURITIES

The Fund has a nonfundamental policy prohibiting investment of more than 15% of
its net assets in illiquid securities. This restriction does 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, if 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 Fund's portfolio.

SHORT SALES AGAINST THE BOX

The Fund may sell a security to the extent the Fund 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 Fund.

INVESTMENT RESTRICTIONS OF GROWTH & INCOME FUND. As a result of the following
fundamental investment restrictions, except as otherwise noted below, Growth &
Income Fund 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., Mobile Oil Credit Corp. and
Texaco Financial Services, Inc.

(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.

(4) Mortgage, pledge, hypothecate, or in any manner transfer, as security for
indebtedness, any securities owned or held by the Fund, provided that this
restriction shall not apply to the transfer of securities in connection with any
permissible borrowing or the 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
Fund may be deemed an underwriter under applicable laws.

(6) Purchase securities on margin, except that the Fund, in accordance with
its investment objectives and policies, may purchase securities on a
when-issued, delayed delivery or forward commitment basis. The Fund 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 Fund does not own, a short sale is "against
the box" to the extent the Fund contemporaneously owns or has the right to
obtain securities identical to those sold without payment of any additional
consideration.

(8) Make loans to other persons, except (i) the Fund 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
its 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

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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 Fund's total assets. The Fund 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 Fund's borrowings falls below 300%, the Fund will reduce, within three days
(excluding Sundays and holidays), the amount of its borrowings in order to
provide for 300% asset coverage.

The following investment restrictions may be changed by the Board of Directors
without shareholder approval.

The Growth & Income Fund 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 Fund shall not purchase or
otherwise acquire more than 3% of the total outstanding voting stock of any
other investment company. (Since the Fund 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 Fund than other types of securities,
and that the indirect absorption of these expenses has a de minimis effect on
the Fund's return.)

(2) Invest in a company for the purpose 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 Fund 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 the Fund 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 securities of unseasoned
issuers, including their predecessors, which have been in operation for less
than three years.

(6) 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.

(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 Fund would exceed 5% of the value of the total assets of the Fund or
(b) the Fund's 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 Fund. (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 Fund.

(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).

In seeking to attain its investment objectives, the Fund 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, the Fund 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. The Fund may invest in repurchase agreements and in both listed and
unlisted securities.

The Fund may also invest up to 10% of its total assets (at the time in
investment) in foreign securities.

No more than 20% of the Fund's net assets may be invested to 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).

53
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

The names, addresses, principal occupations, and other affiliations of directors
and executive officers of each Fund are given below:
<TABLE>
<CAPTION>
POSITION WITH
NAME & ADDRESS THE FUND
- - ---------------------------- ---------------
<S> <C> <C>
Richard W. Cutting Director
137 Chapin Parkway
Buffalo, New York
Allen R. Freedman* Director
One Chase Manhattan Plaza
New York, New York
Dr. Robert M. Gavin Director
1600 Grand Avenue
St. Paul, Minnesota
Benjamin S. Jaffray Director
4040 IDS Center
Minneapolis, Minnesota
Jean L. King Director
12 Evergreen Lane
St. Paul, Minnesota
Dean C. Kopperud* President and
500 Bielenberg Drive Director
Woodbury, Minnesota
Edward M. Mahoney Director
2760 Pheasant Road
Excelsior, Minnesota
Robb L. Prince Director
5108 Duggan Plaza
Edina, Minnesota
Leonard J. Santow Director
75 Wall Street
21st Floor
New York, New York
Joseph M. Wikler Director
12520 Davan Drive
Silver Spring, Maryland
Gary N. Yalen Vice President
One Chase Manhattan Plaza
New York, New York
Howard G. Hudson Vice President
One Chase Manhattan Plaza
New York, New York
Stephen M. Poling Vice President
5500 Wayzata Boulevard
Golden Valley, Minnesota

<CAPTION>
PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
NAME & ADDRESS "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- - ---------------------------- -----------------------------------------------------------------------------------------
<S> <C>
Richard W. Cutting Certified public accountant and financial consultant.
137 Chapin Parkway
Buffalo, New York
Allen R. Freedman* Chairman and Chief Executive Officer of Fortis, Inc.; a Managing Director of Fortis
One Chase Manhattan Plaza International, N. V.
New York, New York
Dr. Robert M. Gavin President, Macalester College.
1600 Grand Avenue
St. Paul, Minnesota
Benjamin S. Jaffray Chairman of the Sheffield Group, Ltd., a financial consulting group.
4040 IDS Center
Minneapolis, Minnesota
Jean L. King President, Communi-King, a communications consulting firm.
12 Evergreen Lane
St. Paul, Minnesota
Dean C. Kopperud* Chief Executive Officer and a Director of Advisers, President and a Director of
500 Bielenberg Drive Investors, and Senior Vice President and a Director of Fortis Benefits Insurance Company
Woodbury, Minnesota and Time Insurance Company.
Edward M. Mahoney Retired; prior to December, 1994, Chairman and Chief Executive Officer and a Director of
2760 Pheasant Road Advisers and Investors, Senior Vice President and a Director of Fortis Benefits Insurance
Excelsior, Minnesota Company, and Senior Vice President of Time Insurance Company.
Robb L. Prince Retired; prior to June, 1995, Vice President and Treasurer, Jostens, Inc., a producer of
5108 Duggan Plaza products and services for the youth, education, sports award, and recognition markets.
Edina, Minnesota
Leonard J. Santow Principal, Griggs & Santow, Incorporated, economic and financial consultant.
75 Wall Street
21st Floor
New York, New York
Joseph M. Wikler Investment consultant and private investor; prior to January, 1994, Director of Research,
12520 Davan Drive Chief Investment Officer, Principal, and a Director, the Rothschild Co., Baltimore,
Silver Spring, Maryland Maryland. The Rothschild Co. is an investment advisory firm.
Gary N. Yalen President and Chief Investment Officer of Advisers (since August, 1995) and Fortis Asset
One Chase Manhattan Plaza Management, a division of Fortis, Inc., New York, NY, and Senior Vice President,
New York, New York Investments, Fortis, Inc.
Howard G. Hudson Executive Vice President of Advisers (since August, 1995) and Senior Vice President,
One Chase Manhattan Plaza Fixed Income, Fortis Asset Management; prior to February, 1991, Senior Vice President,
New York, New York Fairfield Research, New Canaan, CT.
Stephen M. Poling Executive Vice President and Director of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota
</TABLE>

54
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME & ADDRESS THE FUND
- - ---------------------------- ---------------
<S> <C> <C>
Fred Obser Vice President
One Chase Manhattan Plaza
New York, New York
Dennis M. Ott Vice President
5500 Wayzata Boulevard
Golden Valley, Minnesota
James S. Byrd Vice President
5500 Wayzata Boulevard
Golden Valley, Minnesota
Nicholas L. M. dePeyster Vice President
41st Floor
One Chase Manhattan Plaza
New York, New York
Charles J. Dudley Vice President
One Chase Manhattan Plaza
New York, New York
Maroun M. Hayek Vice President
One Chase Manhattan Plaza
New York, New York
Robert C. Lindberg Vice President
One Chase Manhattan Plaza
New York, New York
Kevin J. Michels Vice President
One Chase Manhattan Plaza
New York, New York
Stephen M. Rickert Vice President
One Chase Manhattan Plaza
New York, New York
Keith R. Thomson Vice President
5500 Wayzata Boulevard
Golden Valley, Minnesota
Christopher J. Woods Vice President
One Chase Manhattan Plaza
New York, New York
Robert W. Beltz, Jr. Vice President
500 Bielenberg Drive
Woodbury, Minnesota
Thomas D. Gualdoni Vice President
500 Bielenberg Drive
Woodbury, Minnesota

<CAPTION>
PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
NAME & ADDRESS "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- - ---------------------------- -----------------------------------------------------------------------------------------
<S> <C>
Fred Obser Senior Vice President of Advisers (since August, 1995) and Senior Vice President,
One Chase Manhattan Plaza Equities, Fortis Asset Management.
New York, New York
Dennis M. Ott Senior Vice President of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota
James S. Byrd Vice President of Advisers and Investors; prior to March, 1991, Senior Vice President,
5500 Wayzata Boulevard Templeton Investment Counsel, Inc., Fort Lauderdale, Florida.
Golden Valley, Minnesota
Nicholas L. M. dePeyster Vice President of Advisers (since August, 1995) and Vice President, Equities, Fortis
41st Floor Asset Management; prior to July, 1991, Research Associate, Smith Barney, Inc., New York,
One Chase Manhattan Plaza NY.
New York, New York
Charles J. Dudley Vice President of Advisers and Fortis Asset Management; prior to August, 1995, Senior
One Chase Manhattan Plaza Vice President, Sun America Asset Management, Los Angeles, CA
New York, New York
Maroun M. Hayek Vice President of Advisers (since August, 1995) and Vice President, Fixed Income, Fortis
One Chase Manhattan Plaza Asset Management.
New York, New York
Robert C. Lindberg Vice President of Advisers and Investors; prior to July, 1993, Vice President, Portfolio
One Chase Manhattan Plaza Manager, and Chief Securities Trader, COMERICA, Inc., Detroit, Michigan. COMERICA, Inc.
New York, New York is a bank.
Kevin J. Michels Vice President of Advisers (since August, 1995) and Vice President, Administration,
One Chase Manhattan Plaza Fortis Asset Management.
New York, New York
Stephen M. Rickert Vice President of Advisers (since August, 1995) and Corporate Bond Analyst, Fortis Asset
One Chase Manhattan Plaza Management; from August, 1993 to April, 1994, Corporate Bond Analyst, Dillon, Read & Co.,
New York, New York Inc., New York, NY; prior to June, 1992, Corporate Bond Analyst, Western Asset
Management, Los Angeles, CA.
Keith R. Thomson Vice President of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota
Christopher J. Woods Vice President of Advisers (since August, 1995) and Vice President, Fixed Income, Fortis
One Chase Manhattan Plaza Asset Management; prior to November, 1992, Head of Fixed Income, The Police and Firemen's
New York, New York Disability and Pension Fund of Ohio, Columbus, OH.
Robert W. Beltz, Jr. Vice President--Mutual Fund Operations of Advisers and Investors.
500 Bielenberg Drive
Woodbury, Minnesota
Thomas D. Gualdoni Vice President of Advisers, Investors, and Fortis Benefits Insurance Company.
500 Bielenberg Drive
Woodbury, Minnesota
</TABLE>

55
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME & ADDRESS THE FUND
- - ---------------------------- ---------------
<S> <C> <C>
Larry A. Medin Vice President
500 Bielenberg Drive
Woodbury, Minnesota
Jon H. Nicholson Vice President
500 Bielenberg Drive
Woodbury, Minnesota
John W. Norton Vice President
500 Bielenberg Drive
Woodbury, Minnesota
David A. Peterson Vice President
500 Bielenberg Drive
Woodbury, Minnesota
Richard P. Roche Vice President
500 Bielenberg Drive
Woodbury, Minnesota
Anthony J. Rotondi Vice President
500 Bielenberg Drive
Woodbury, Minnesota
Michael J. Radmer Secretary
220 South Sixth Street
Minneapolis, Minnesota
Tamara L. Fagely Treasurer
500 Bielenberg Drive
Woodbury, Minnesota

<CAPTION>
PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
NAME & ADDRESS "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- - ---------------------------- -----------------------------------------------------------------------------------------
<S> <C>
Larry A. Medin Senior Vice President--Sales of Advisers and Investors; from August 1992 to November
500 Bielenberg Drive 1994, Senior Vice President, Western Divisional Officer of Colonial Investment Services,
Woodbury, Minnesota Inc., Boston, Massachusetts; from June 1991 to August 1992, Regional Vice President,
Western Divisional Officer of Alliance Capital Management, New York, New York; prior to
June 1991, Senior Vice President, National Sales Director, Met Life State Street
Investment Services, Inc.
Jon H. Nicholson Vice President--Marketing and Product Development of Fortis Benefits Insurance Company.
500 Bielenberg Drive
Woodbury, Minnesota
John W. Norton Senior Vice President, General Counsel, and Secretary of Advisers and Investors; since
500 Bielenberg Drive January, 1993, Senior Vice President and General Counsel--Life and Investment Products,
Woodbury, Minnesota Fortis Benefits Insurance Company and Vice President and General Counsel, Life and
Investment Products, Time Insurance Company.
David A. Peterson Vice President and Assistant General Counsel, Fortis Benefits Insurance Company, prior to
500 Bielenberg Drive January, 1991, Senior Vice President--Law, State Bond and Mortgage Company, Minneapolis,
Woodbury, Minnesota Minnesota.
Richard P. Roche Vice President of Advisers and Investors; prior to August, 1995, President of Prospecting
500 Bielenberg Drive By Seminars, Inc., Guttenberg, NJ.
Woodbury, Minnesota
Anthony J. Rotondi Senior Vice President of Advisers; from January, 1993 to August, 1995, Senior Vice
500 Bielenberg Drive President, Operations, Fortis Benefits Insurance Company; prior to January, 1993, Senior
Woodbury, Minnesota Vice President, Information Technology, Fortis, Inc.
Michael J. Radmer Partner, Dorsey & Whitney P.L.L.P., the Fund's General Counsel.
220 South Sixth Street
Minneapolis, Minnesota
Tamara L. Fagely Fund Accounting Officer of Advisers and Investors.
500 Bielenberg Drive
Woodbury, Minnesota
</TABLE>

- - -------------------------------------------
* Mr. Kopperud is an "interested person" (as defined under the 1940 Act) of
Fortis Equity, Advisers, and Investors primarily because he is an officer and
a director of each. Mr. Freedman is an "interested person" of Fortis Equity,
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.
- - -------------------------------------------

56
<PAGE>
All of the above officers and directors also are officers and/or directors of
other investment companies of which Advisers is the investment adviser. No
compensation is paid by the Funds to any officers or directors except as follows
(plus reimbursement of travel expenses to attend meetings) to each director not
affiliated with Advisers or Investors:

<TABLE>
<CAPTION>
ASSET GROWTH & CAPITAL
ALLOCATION VALUE INCOME CAPITAL FIDUCIARY GROWTH APPRECIATION
PORTFOLIO FUND FUND FUND FUND FUND PORTFOLIO
---------- ----- -------- ------- --------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Monthly............................ $200 $ 200 $200 $200 $100 $350 $200
Per meeting attended............... $100 $ 100 $100 $100 $100 $100 $100
Per committee meeting attended..... $100 $ 100 $100 $100 $100 $100 $100
</TABLE>

During the fiscal periods ended August 31, 1995, the Funds paid the following
fees:

<TABLE>
<CAPTION>
ASSET CAPITAL
ALLOCATION CAPITAL FIDUCIARY GROWTH APPRECIATION
PORTFOLIO FUND FUND FUND PORTFOLIO
---------- ------- --------- ------- ------------
<S> <C> <C> <C> <C> <C>
Directors' fees*................... $5,116 $25,029 $16,000 $41,500 $5,608
Directors' travel expenses**....... $ 652 $ 1,481 $ 210 $ 3,500 $ 190
Legal fees***...................... $9,601 $49,497 $40,000 $59,000 $6,172
</TABLE>

- - ------------------------
*Paid only to directors not affiliated with Advisers or Investors.
**Paid only for expenses incurred in attending directors' meetings.
***Paid to a law firm of which each Fund's secretary is a partner.

As of September 30, 1995, the directors and executive officers of each Fund
beneficially owned less than 1% of the outstanding shares of their respective
Fund. Directors Kopperud, Prince, King, and Jaffray are members of the Executive
Committee of each Fund's Board of Directors. While each 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 Committees will act only infrequently.

INVESTMENT ADVISORY AND OTHER SERVICES

GENERAL

Fortis Advisers, Inc. ("Advisers") has been the investment adviser and manager
of each Fund since inception. Investors acts as the Funds' underwriter. Both act
as such pursuant to written agreements periodically approved by the directors or
shareholders of each Fund. The address of both is that of the Funds.
As of September 30, 1995, Advisers managed twenty-eight investment company
portfolios with combined net assets of approximately $4,068,451,000 and one
private account with net assets of approximately $17,770,000. Fortis Financial
Group also has approximately $1.9 billion in insurance reserves. As of the same
date, the investment company portfolios had an aggregate of 222,175
shareholders.

During the past three fiscal periods the following amounts were paid to Advisers
(as its compensation for acting as the investment adviser and manager of the
Fund), Investors (for underwriting the Fund's shares), and sales representatives
and dealers (by Investors as commissions):
<TABLE>
<CAPTION>
ASSET ALLOCATION CAPITAL FIDUCIARY
PORTFOLIO FUND FUND
----------------------------------- ---------------------------------- ----------------------------
AUGUST 31, OCTOBER 31, AUGUST 31, AUGUST 31,
FISCAL PERIOD ENDED: 1995 1994 1993 1995 1994 1993 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Amount Paid to:
Advisers.............. $997,289 $1,103,566 $ 980,482 $2,246,268 $2,126,932 $2,135,662 $537,646 $513,427 $471,354
---------- ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Investors............. $318,143 $ 682,089 $ 712,769 $ 491,336 $ 545,968 $1,107,253 $149,141 $128,808 $226,489
---------- ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Sales Representatives
and Dealers.......... $255,056 $ 571,020 $ 608,236 $ 400,273 $ 446,139 $ 905,731 $115,197 $104,264 $184,484
---------- ---------- ---------- ---------- ---------- ---------- -------- -------- --------

<CAPTION>
GROWTH CAPITAL APPRECIATION
FUND PORTFOLIO
---------------------------------- -------------------------------
AUGUST 31, AUGUST 31, OCTOBER 31,
FISCAL PERIOD ENDED: 1995 1994 1993 1995 1994 1993
---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Amount Paid to:
Advisers.............. $4,517,570 $4,414,287 $4,219,964 $627,249 $607,491 $497,620
---------- ---------- ---------- ---------- -------- --------
Investors............. $1,598,991 $2,478,553 $2,658,025 $269,096 $533,938 $337,851
---------- ---------- ---------- ---------- -------- --------
Sales Representatives
and Dealers.......... $1,309,566 $2,011,210 $2,162,048 $217,531 $435,291 $285,774
---------- ---------- ---------- ---------- -------- --------
</TABLE>

57
<PAGE>
During the fiscal periods ended August 31, 1995, Investors received the
following amounts pursuant to the Plan of Distribution (see "Plan of
Distribution"), paid the following amounts to broker-dealers and
registered representatives, and in addition to such amount (along with Advisers)
spent the following amounts on activities related to the distribution of the
Fund's shares:

<TABLE>
<CAPTION>
ASSET ALLOCATION CAPITAL FIDUCIARY GROWTH CAPITAL APPRECIATION
PORTFOLIO FUND FUND FUND PORTFOLIO
AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31, AUGUST 31,
FISCAL PERIOD ENDED: 1995 1995 1995 1995 1995
---------------- ---------- ---------- ---------- ---------------------
<S> <C> <C> <C> <C> <C>
Amount received.......... $477,319 $656,771 $140,132 $1,474,287 $287,542
------- ---------- ---------- ---------- -------
Amount paid.............. $528,521 $661,540 $181,903 $1,443,698 $265,591
------- ---------- ---------- ---------- -------
Additional Expenses
paid.................... $195,098 $908,470 $277,215 $2,045,409 $108,727
------- ---------- ---------- ---------- -------
</TABLE>

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

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 an indirect 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. Fortis AMEV and Fortis 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.

Dean C. Kopperud is Chief Executive Officer of Advisers and President of
Investors; Gary N. Yalen is President and Chief Investment Officer of Advisers;
Stephen M. Poling is Executive Vice President of Advisers and Investors; Howard
G. Hudson is Executive Vice President of Advisers; Dennis M. Ott, Larry A.
Medin, and Anthony J. Rotondi are Senior Vice Presidents of Advisers and
Investors; John W. Norton is Senior Vice President, General Counsel, and
Secretary of Advisers and Investors; Fred Obser is Senior Vice President of
Advisers; Robert W. Beltz, Jr., James S. Byrd, Thomas D. Gualdoni, Robert C.
Lindberg, Jon H. Nicholson, Richard P. Roche, and Keith R. Thomson are Vice
Presidents of Advisers and Investors; Nicholas L. M. De Peyster, Charles J.
Dudley, Maroun M. Hayek, Kevin J. Michels, Stephen M. Rickert, and Christopher
J. Woods are Vice Presidents of Advisers; John E. Hite is 2nd Vice President and
Assistant Secretary of Advisers and Investors; Carol M. Houghtby is 2nd Vice
President and Treasurer of Advisers and Investors; Barbara W. Kirby is 2nd Vice
President of Advisers and Investors; Tamara L. Fagely is Fund Accounting Officer
of Advisers and Investors; David C. Greenzang is Money Market Portfolio Officer
of Advisers; Michael D. O'Connor is Qualified Plan Officer of Advisers and
Investors; Barbara J. Wolf is Trading Officer of Advisers; Thomas E. Erickson is
Assistant Secretary of Advisers and Investors; Joanne M. Herron is Assistant
Treasurer of Advisers and Investors and Sharon R. Jibben is Assistant Secretary
of Advisers.

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,
Michels, Obser, Rickert, Woods and Greenzang, who all are located in New York
City.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Advisers acts as investment adviser and manager of each Fund, except Value Fund
and Growth & Income Fund, under a separate Investment Advisory and Management
Agreement (the "Agreement") dated January 31, 1992, which became effective the
same date following shareholder approval on January 28, 1992. Advisers also acts
as investment adviser and manager of Value Fund and Growth & Income Fund under
an Investment Advisory and Management Agreement dated December 7, 1995 that
became effective following approval by their then sole shareholder. Each
Agreement was last approved by the applicable Board of Directors (including a
majority of the directors who are not parties to the contract, or interested
persons of any such party) on December 7, 1995. Each Agreement will terminate
automatically in the event of its assignment. In addition, each Agreement is
terminable at any time, without penalty, by the applicable Board of Directors
or, with respect to any particular portfolio, by vote of a majority of the
outstanding voting securities of the applicable portfolio, on not more than 60
days' written notice to Advisers, and by Advisers on 60 days' notice to the
applicable Fund. Unless sooner terminated, each Agreement shall continue in
effect for more than

58
<PAGE>
two years after its execution only so long as such continuance is specifically
approved at least annually by either the applicable Board of Directors or, with
respect to any particular portfolio, by vote of a majority of the outstanding
voting securities of the applicable portfolio, 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.

Each Agreement provides 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 Fund net assets) as the applicable Fund grows. As
of September 30, 1995, the Funds had approximate net assets as follows:

<TABLE>
<S> <C>
Asset Allocation Portfolio......... $ 141,749,000
Capital Fund....................... $ 295,232,000
Fiduciary Fund..................... $ 68,161,000
Growth Fund........................ $ 691,397,000
Capital Appreciation Portfolio..... $ 99,993,000
</TABLE>

<TABLE>
<CAPTION>
ANNUAL
INVESTMENT ADVISORY
AVERAGE NET ASSETS AND MANAGEMENT FEE
- - ---------------------------------------- -------------------
<S> <C>
For the first $100,000,000 1.0%
For the next $150,000,000 .8%
For assets over $250,000,000 .7%
</TABLE>

Each Agreement requires the Fund to pay all its expenses which are not assumed
by Advisers and/or Investors. These Fund expenses include, by way of example,
but not by way of limitation, the fees and expenses of directors and officers of
the Fund who are not "affiliated persons" of Advisers, interest expenses, taxes,
brokerage fees and commissions, fees and expenses of registering and qualifying
the Fund and its shares for distribution under Federal and state securities
laws, expenses of preparing prospectuses and of printing and distributing
prospectuses annually to existing shareholders, custodian charges, auditing and
legal expenses, insurance expenses, association membership dues, and the expense
of reports to shareholders, shareholders' meetings, and proxy solicitations.

Advisers bears the costs of acting as each Fund's transfer agent, registrar, and
dividend disbursing agent.

Pursuant to an undertaking given to the State of California, Advisers has agreed
to reimburse each Fund monthly for any amount by which the Fund's aggregate
annual expenses, exclusive of taxes, brokerage commissions, and interest on
borrowing exceeds 2 1/2% on the first $30,000,000 of average net assets, 2% on
the next $70,000,000, and 1 1/2% on the balance. The Fund's distribution fee is
excluded from these limits. Advisers reserves the right to agree to lesser
expense limitations from time to time. In the fiscal periods ended August 31,
1995, Advisers was not required to make any reimbursement to the Funds pursuant
to this limitation.

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 the
applicable Fund.

Expenses that relate exclusively to a particular Portfolio of a Fund, such as
custodian charges and registration fees for shares, are charged to that
Portfolio. Other expenses are allocated pro rata among the Portfolios in an
equitable manner as determined by officers under the supervision of the Board of
Directors, usually on the basis of net assets or number of accounts.

Under each Agreement, Advisers, as investment adviser to the Fund, has the sole
authority and responsibility to make and execute investment decisions for the
Fund within the framework of the Fund's investment policies, subject to review
by the Board of Directors. Advisers also furnishes the Fund with all required
management services, facilities, equipment, and personnel.

Although investment decisions for each Fund are made independently from those of
the other funds or private accounts managed by Advisers, sometimes the same
security is suitable for more than one fund or account. If and when two or more
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 fund or account. The simultaneous purchase or
sale of the same securities by the Fund and other funds or accounts may have a
detrimental effect on the Fund, as this may affect the price paid or received by
the Fund or the size of the position obtainable by the Fund.

PORTFOLIO TRANSACTIONS AND ALLOCATION OF BROKERAGE

In a number of security transactions, it is possible for the Funds to deal in
the over-the-counter security markets (including the so-called "third market"
which is the "over-the-counter" market for securities listed on the New York
Stock Exchange) without the payment of brokerage commissions, but at net prices
including a spread or markup. The Funds will continue to trade in this manner
whenever the net price appears advantageous. During the fiscal periods ended
August 31, 1995, transactions having an aggregate dollar value (excluding
short-term securities) of approximately $205,454,000 for Asset Allocation
Portfolio, $126,448,000 for Capital Fund, $4,067,000 for Fiduciary Fund,
$188,895,000 for Growth Fund, and $32,059,000 for Capital Appreciation Portfolio
were traded in this manner. Generally, the Funds must deal through brokers, and
for the fiscal periods

59
<PAGE>
ended August 31, 1995, 1994, and 1993, they paid brokerage commissions as
follows:
<TABLE>
<CAPTION>
ASSET ALLOCATION CAPITAL FUND
PORTFOLIO ------------------------------
--------------------------------
AUGUST 31, OCTOBER 31, AUGUST 31,
FISCAL PERIOD ENDED: 1995 1994 1993 1995 1994 1993
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Brokerage Commissions...................... $ 29,635 $104,452 $ 49,981 $109,933 $140,850 $355,655
---------- -------- -------- -------- -------- --------
Percentage of Average Net Assets........... .03% .11% .09% .04% .06% .15%
---------- -------- -------- -------- -------- --------

<CAPTION>
FIDUCIARY FUND GROWTH FUND
------------------------------ ------------------------------

AUGUST 31, AUGUST 31,
FISCAL PERIOD ENDED: 1995 1994 1993 1995 1994 1993
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C>
Brokerage Commissions...................... $ 20,327 $ 30,444 $ 59,421 $283,153 $159,575 $445,024
-------- -------- -------- -------- -------- --------
Percentage of Average Net Assets........... .04% .06% .13% .05% .03% .08%
-------- -------- -------- -------- -------- --------

<CAPTION>
CAPITAL APPRECIATION
PORTFOLIO
--------------------------------
AUGUST 31, OCTOBER 31,
FISCAL PERIOD ENDED: 1995 1994 1993
---------- -------- --------
Brokerage Commissions...................... $ 13,428 $ 22,936 $ 33,386
---------- -------- --------
Percentage of Average Net Assets........... .02% .05% .10%
---------- -------- --------
</TABLE>

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

The average commission rates (calculated by dividing the total dollar amount of
transactions into the total dollar amount of commissions paid) paid by the Funds
for the fiscal periods ended August 31, 1995, were .17% for Asset Allocation
Portfolio, .23% for Capital Fund, .22% for Fiduciary Fund, .24% for Growth Fund,
and .24% for Capital Appreciation Portfolio.

Advisers selects and (where applicable) negotiates commissions with the
broker-dealers who execute the transactions for each Fund. 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. 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 to supplement its own investment research
activities and enables Advisers to obtain the views and information of
individuals and research staffs of many different securities research firms
prior to making investment decisions for the Fund. To the extent such
commissions are directed to these other broker-dealers who furnish research
services to Advisers, Advisers receives a benefit, not capable of evaluation in
dollar amounts, without providing any direct monetary benefit to the Fund from
these commissions. Advisers believes that most research services obtained by it
generally benefit several or all of the investment companies and private
accounts which it manages, as opposed to solely benefiting one specific managed
fund or account. Research services obtained through commissions paid by the Fund
may be used by Advisers in servicing all of its accounts, and not all such
services would necessarily be used by Advisers in connection with the Fund.

Advisers has not 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 Fund portfolio transactions in exchange for
research services provided Advisers, except as noted below. However, Advisers
does maintain an informal list of broker-dealers, which is used from time to
time as a general guide in the placement of Fund 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 will authorize each
Fund 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 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 exercises investment discretion. Generally, the Fund pays
higher commissions than the lowest rates available.

During the fiscal periods ended August 31, 1995, the Funds paid virtually all
commissions to broker-dealers who furnished investment research to Advisers, as
outlined above.

Each Fund will not effect any brokerage transactions in its portfolio securities
with any broker-dealer affiliated directly or indirectly with Advisers, unless
such transactions, including the frequency thereof, the receipt of commissions
payable in connection therewith, and the selection of the affiliated
broker-dealer effecting such transactions are not unfair or unreasonable to the
shareholders of the Fund. No commissions were paid to any affiliate of Advisers
by any of the Funds during the fiscal periods ended August 31, 1995, 1994, and
1993.

60
<PAGE>
The Fund's acquisition during the fiscal period ended August 31, 1995, 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
NAME OF ISSUER END OF PERIOD
- - ----------------------------------------------- ----------------
<S> <C>
ASSET ALLOCATION PORTFOLIO
Bear Stearns & Co. .......................... $ 2,499,595
DLJ Mtg. Acceptance Corp. ................... $ 1,022,393
First Bank N.A. ............................. $ 672,000
CAPITAL FUND
First Bank N.A. ............................. $ 11,430,802
FIDUCIARY FUND
First Bank N.A. ............................. $ 2,925,941
GROWTH FUND
First Bank N.A. ............................. $ 31,546,000
CAPITAL APPRECIATION PORTFOLIO
First Bank N.A. ............................. $ 2,453,064
</TABLE>

CAPITAL STOCK

Each Fund's 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 September 30, 1995, the Funds had the following number of shares outstanding:
Asset Allocation Portfolio--8,551,374; Capital Fund--13,908,908; Fiduciary
Fund--1,912,216; Growth Fund-- 20,513,559; and Capital Appreciation
Portfolio--3,095,369. On that date, no person owned of record or, to the Funds'
knowledge, beneficially as much as 5% of the outstanding shares of the Funds,
except as follows:

Asset Allocation Portfolio: Class B--32% Norman P. Marraccini, 13603 Post Oak
Ct., Chantilly, VA 22021-2529; 5% Gene Edmonds, 7740 Dunvegan Close, Atlanta, GA
30350-5504; Class C--18% BVR Enterprises Inc., 330 I Street, Penrose, CO
81240-9251; 7% Neal P. King, 801 N. Main Street, McAllen, TX 78501-4324; Class
H--6% Marvin Pheffer, 7103 S. Revere Pky, Suite 7000, Englewood, CO 80112-3936;
5% Walter Danielson, 37627 WCR 39, Eaton, CO 80615.

Capital Fund: Class B--11% Lincoln County Colorado Employees Retirement Plan,
P.O. Box 67, Hugo, CO 80821-0067; 9% Terrance L. Twedt, P.O. Box 309, Pacific
City, OR 97135-0309; 6% Margaret Oliver, P.O. Box 246, Isabel, SD 57633-0246;
Class C--29% Carol S. Atha, RR 7 Box 246, Fairmont, WV 26554-8925; 13% St. John
Hardware & Implement Co., 3 Front Street, P.O. Box 8, St. John, WA 99171-0008;
5% Christopher L. Chapman, 4154 Knollwood Drive, Grand Blanc, MI 48439-2025;
Class H--7% Charles A. Brokaw, 6208 Quail Hollow, Austin, TX 78750-8229; 5%
Perry County Stone Co., RR 3, Perrysville, MO 63775-9803.

Fiduciary Fund: Class B--20% Meyers Printing Co., 7277 Boone Ave. North,
Brooklyn Park, MN 55428-1539; 7% Mark D. Kayne MD, 23928 Lyons Ave. Suite 110,
Newhall, CA 91321-2454; 7% Deborah J. Mccune, 3973 Breechwood Drive, Bellbrook,
OH 45305-1602; 5% Terry P. and Jeannette E. Perkins, RR 1 Box 306, Orleans, VT
05860-9502; 5% Richard W and Rachael A Lafont, RR 3 Box 86, Barton, VT
05875-9010; Class C--32% Carol S. Atha, RR 7 Box 246, Farimont, WV 26554-8925;
20% St. John Hardware & Implement Co., 3 Front Street, P.O. Box 8, St. John, WA
99171-0008; 17% Stephanie A. Shunick, 115 Meadow Woods Drive, Kyle, TX
78640-8832.

Growth Fund: Class B--8% Lincoln County Colorado Employees Retirement Plan, P.O.
Box 67, Hugo, CO 80821-0067; 6% Terrance L. Twedt, P.O. Box, 309, Pacific City,
OR 97135-0309; Class C--16% Carol S. Atha, RR 7 Box 246, Farimont, WV
26554-8925; 5% Tim J and Amy L Kessler, 621 6th Avenue South East, Aberdeen, SD
57401.

Capital Appreciation Portfolio: Class B--14% Meyers Printing Co., 7277 Boone
Ave. North, Brooklyn Park, MN 55428-1539; 6% Gene Edmonds, 7740 Dunvegan Close,
Atlanta, GA 30350-5504; 5% J D Adams Culvert Co., P.O. Box 5218, Colorado
Springs, CO 80931-5218; Class C--8% J A Hall, RR 5 Box 808, Duncan, OK
73533-9351; 7% Donaldson Lufkin Jenrette Securities Corporation Inc., P.O. Box
2052, Jersey City, NJ 07303-2052; 5% Kurt Becks, 9 Suncrest Dr., St. Peters, MO
63376-4432; 5% Keris M. Sirek, 2625 Evergreen Dr., Burlington, IA 52601-2422; 5%
Valerie J. Sirek, 2625 Evergreen Dr., Burlington, IA 52601-2422; Class H--8%
Perry County Stone Co., RR 3, Perrysville, MO 63775-9803; 5% Jeffrey A. Justus,
1912 Wildwood Dr., Greencastle, IN 46135-9255.

Each Fund currently offers it shares in four classes, each with different sales
arrangements and bearing different expenses. Under Fortis Advantage and Fortis
Equity's Articles of Incorporation, the Board of Directors is authorized to
create new portfolios without the approval of the shareholders of the Fund. Each
share will have a pro rata interest in the assets of the portfolio to which the
shares of that series relates, and will have no interest in the assets of any
other portfolio. In the event of liquidation, each share of a portfolio would
have the same rights to dividends and assets as every other share of that
portfolio, except that, in the case of a series with more than one class of
shares, such distributions will be adjusted to appropriately reflect any charges
and expenses borne by each individual class. Each Fund's Board of Directors is
also authorized to create new classes without shareholder approval.

None of the Funds are 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 may demand a
regular

61
<PAGE>
meeting of shareholders by written notice of demand given to the chief executive
officer or the chief financial officer. Within ninety days after receipt of the
demand, a regular meeting of shareholders must be held at the Fund's 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.

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.

COMPUTATION OF NET ASSET VALUE AND PRICING

On August 31, 1995, the Funds' net asset values per share were calculated as
follows:

<TABLE>
<S> <C>
ASSET ALLOCATION PORTFOLIO

CLASS A
Net Assets ($132,938,523)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (8,049,167) ($16.52)

CLASS B
Net Assets ($692,449)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (42,077) ($16.46)

CLASS H
Net Assets ($4,675,777)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (284,416) ($16.44)

CLASS C
Net Assets ($777,170)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (47,355) ($16.41)

CAPITAL FUND

CLASS A
Net Assets ($291,262,852)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (13,728,864) ($21.22)

CLASS B
Net Assets ($1,527,021)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (72,226) ($21.14)

CLASS H
Net Assets ($4,052,281)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (191,696) ($21.14)

CLASS C
Net Assets ($343,811)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (16,271) ($21.13)

FIDUCIARY FUND

CLASS A
Net Assets ($63,194,913)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (1,777,926) ($35.54)

CLASS B
Net Assets ($473,005)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (13,381) ($35.35)

CLASS H
Net Assets ($1,480,698)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (41,886) ($35.35)

CLASS C
Net Assets ($272,033)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (7,684) ($35.40)

GROWTH FUND

CLASS A
Net Assets ($670,752,599)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (20,537,904) ($32.66)

CLASS B
Net Assets ($2,178,800)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (67,079) ($32.48)

CLASS H
Net Assets ($6,866,807)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (211,359) ($32.49)

CLASS C
Net Assets ($263,798)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (8,120) ($32.49)

CAPITAL APPRECIATION PORTFOLIO

CLASS A
Net Assets ($90,918,223)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (2,964,190) ($30.67)

CLASS B
Net Assets ($841,251)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (27,522) ($30.57)

CLASS H
Net Assets ($2,114,959)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (69,156) ($30.58)

CLASS C
Net Assets ($227,203)
- - ------------------------- = Net Asset Value Per Share
Shares Outstanding (7,431) ($30.58)
</TABLE>

To obtain the public offering price per share, the 4.75% sales charge had to be
added to the net asset value obtained above:

62
<PAGE>
ASSET ALLOCATION PORTFOLIO*

CLASS A
$16.52
---- = Public Offering Price Per Share
.9525 ($17.34)

CAPITAL FUND

CLASS A
$21.22
---- = Public Offering Price Per Share
.9525 ($22.28)

FIDUCIARY FUND

CLASS A
$35.54
---- = Public Offering Price Per Share
.9525 ($37.31)

GROWTH FUND

CLASS A
$32.66
---- = Public Offering Price Per Share
.9525 ($34.29)

CAPITAL APPRECIATION PORTFOLIO*

CLASS A

$30.67
---- = Public Offering Price Per Share
.9525 ($32.20)

- - ------------------------------
*Until January 1, 1996 these Funds had a 4.5% sales charge.

The primary close of trading of the New York Stock Exchange (the "Exchange")
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 the Funds after the
beginning of each day 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 Fund's 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 Fund's portfolio securities will not materially
affect the current net asset value of the Fund's shares; or (ii) on days during
which no Fund shares are tendered for redemption and no orders to purchase or
sell Fund shares are received by the Fund.

SPECIAL PURCHASE PLANS

Each Fund offers several special purchase plans, described in the Prospectus,
which allow reduction or elimination of the sales charge on Class A shares under
certain circumstances. Additional information regarding some of the plans is as
follows:

STATEMENT OF INTENTION

The 13-month period is measured from the date the letter of intent is approved
by Investors, or at the purchaser's option it may be made retroactive 90 days,
in which case Investors will make appropriate adjustments on purchases during
the 90-day period.

In computing the total amount purchased for purposes of determining the
applicable sales commission, the public offering price (at the time they were
purchased) of shares currently held in the Fortis Funds having a sales charge
and purchased within the past 90 days may be used as a credit toward Fund shares
to be purchased under the Statement of Intention. Any such fund shares purchased
during the remainder of the 13-month period also may be included as purchases
made under the Statement of Intention.

The Statement of Intention includes a provision for payment of additional
applicable sales charges at the end of the period in the event the investor
fails to purchase the amount indicated. This is accomplished by holding in
escrow the number of shares represented by the sales charge discount. If the
investor's purchases equal those specified in the Statement of Intention, the
escrow is released. If the purchases do not equal those specified in the
Statement of Intention, the shareholder may remit to Investors an amount equal
to the difference between the dollar amount of sales charges actually paid and
the amount of sales charges that would have been paid on the aggregate purchases
if the total of such purchases had been made at a single time. If the purchaser
does not remit this sum to Investors on a timely basis, Investors will redeem
the escrowed shares. The Statement of Intention is not a binding obligation on
the part of the investor to purchase, or the Fund to sell, the full amount
indicated. Nevertheless, the Statement of Intention should be read carefully
before it is signed.

TAX SHELTERED RETIREMENT PLANS

IRAS AND KEOGH PLANS. Individual taxpayers can defer taxes on current income by
investing in Keogh Plans or Individual Retirement Accounts (IRAs) for
retirement. You can qualify for a Keogh Plan if you are self-employed. lRAs may
be opened by anyone who has earned compensation for services rendered. Certain
reductions in sales

63
<PAGE>
charges set forth under "How to Buy Fund Shares" in the Funds' Prospectus are
available to any organized group of individuals desiring to establish IRAs for
the benefit of its members. If you are interested in one of these accounts,
contact Investors for copies of our plans. You should check with your tax
adviser before investing.

Under current Federal tax law, IRA depositors generally may contribute 100% of
their earned income up to a maximum of $2,000 (including sales charge).
Contributions up to $2,250 (including sales charge) can be made to IRA accounts
for an individual and a nonemployed spouse. All shareholders who, along with
their spouse, are not active participants in an employer sponsored retirement
plan or who have adjusted gross income below a specified level can deduct such
contributions (there is a partial deduction for higher income levels up to a
specified amount) from taxable income so that taxes are put off until
retirement, when reduced overall income and added deductions may result in a
lower tax rate. There are penalty taxes for withdrawing this retirement money
before reaching age 59 1/2 (unless the investor dies, is disabled, or withdraws
equal installments over a lifetime). In addition, there are penalties on
insufficient payouts after age 70 1/2, excess contributions, and excess
distributions.

Each Fund may advertise the number or percentage of its shareholders, or the
amount or percentage of its assets, which are invested in retirement accounts or
in any particular type of retirement account. Such figures also may be given on
an aggregate basis for all of the funds managed by Advisers. Any retirement plan
numbers may be compared to appropriate industry averages.

TAX SAVINGS AND YOUR IRA--A FULLY TAXABLE INVESTMENT COMPARED TO AN INVESTMENT
THROUGH AN IRA

The following table shows the yield on an investment of $2,000 made at the
beginning of each year for a period of 10 years and a period of 20 years. For
illustrative purposes only, the table assumes an annual rate of return of 8%.
<TABLE>
<CAPTION>
FULLY FULLY PARTIALLY NON-
TAXABLE DEDUCTIBLE DEDUCTIBLE DEDUCTIBLE
INVESTMENT IRA* IRA** IRA***
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
10 years - 15% Federal tax $24,799 $31,291 $28,944 $26,597
bracket

10 years - 28% Federal tax $19,785 $31,291 $26,910 $22,530
bracket

10 years - 31% Federal tax $18,702 $31,291 $26,441 $21,591
bracket

10 years - 36% Federal tax $16,957 $31,291 $25,659 $20,026
bracket

10 years - 39.6% Federal tax $15,744 $31,291 $25,095 $18,900
bracket

20 years - 15% Federal tax $72,515 $98,846 $91,432 $84,019
bracket

<CAPTION>
FULLY FULLY PARTIALLY NON-
TAXABLE DEDUCTIBLE DEDUCTIBLE DEDUCTIBLE
INVESTMENT IRA* IRA** IRA***
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>

20 years - 28% Federal tax $54,236 $98,846 $85,007 $71,169
bracket

20 years - 31% Federal tax $50,526 $98,846 $83,525 $68,204
bracket

20 years - 36% Federal tax $44,722 $98,846 $81,054 $63,261
bracket

20 years - 39.6% Federal tax $40,820 $98,846 $79,274 $59,703
bracket
</TABLE>

- - ------------------------
* This column assumes that the entire $2,000 contribution each year is tax
deductible. Tax on income earned on the IRA is deferred.
** This column assumes that only $1,000 of the $2,000 contribution each year is
tax deductible. Tax on income earned in the IRA is deferred.
*** This column assumes that none of the $2,000 contribution each year is tax
deductible. Tax on income earned in the IRA is deferred.

The 15% Federal income tax rate applies to taxable income up to and including
$38,000 for married couples filing jointly and $22,750 for unmarried
individuals. The 28% Federal income tax rate applies to taxable income from
$38,000 to $91,850 for married couples filing jointly and to taxable income from
$22,750 to $55,100 for unmarried individuals. The 31% Federal income tax rate
applies to taxable income from $91,850 to $140,000 for married couples filing
jointly and to taxable income from $55,100 to $115,000 for unmarried
individuals. The 36% Federal income tax rate applies to taxable income from
$140,000 to $250,000 for married couples filing jointly and to taxable income
from $115,000 to $250,000 for unmarried individuals. The 39.6% Federal income
tax rate applies to taxable income above $250,000 for married couples filing
jointly and to taxable income above $250,000 for unmarried individuals.
(Although the above table reflects the nominal Federal tax rates, the effective
Federal tax rates exceed those rates for certain taxpayers because of the
phase-out of personal exemptions and the partial disallowance of itemized
deductions for taxpayers above certain income levels.)

The table reflects only Federal income tax rates, and not any state or local
income taxes.

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

If you change your mind about opening your IRA, you generally have seven days
after receipt of notification within which to cancel your account. To do this,
you must send a written cancellation to Investors (at its mailing address listed
on the cover page) within that seven day period. If you cancel within seven
days, any amounts invested in a

64
<PAGE>
Fund will be returned to you, together with any sales charge. If your investment
has declined, Investors will make up the difference so that you receive the full
amount invested.

PENSION; PROFIT-SHARING; IRA; 403(B). Tax qualified retirement plans also are
available, including pension and profit-sharing plans, IRA's, and Section 403(b)
salary reduction arrangements. The Section 403(b) salary reduction arrangement
is principally for employees of state and municipal school systems and employees
of many types of tax-exempt or nonprofit organizations. Persons desiring
information about such Plans, including their availability, should contact
Investors. All the Retirement Plans summarized above involve a long-term
commitment of assets and are subject to various legal requirements and
restrictions. The legal and tax implications may vary according to the
circumstances of the individual investor. Therefore, the investor is urged to
consult with an attorney or tax adviser prior to establishing such a plan.

TAX-QUALIFIED PLAN CUSTODIANS AND TRUSTEES. Current fees: IRA and 403(b)--$10
annually; Keogh or small group corporate plan--$15 initial fee plus $30 annually
(plus $5 annually per participant account and a per participant account
termination fee of $25). First Trust National Association is the Custodian under
the IRA and 403(b) plans. If a shareholder pays custodial fees by separate
check, they will not be deducted from his or her account and will not constitute
excess contributions. First Trust National Association also acts as Trustee
under the Keogh and small group corporate plans. The bank reserves the right to
change its fees on 30 days' prior written notice.

WITHHOLDING. Distributions from accounts for tax qualified plans are subject to
tax withholding unless: (a) the payee elects to have no withholding and is
permitted to do so under Federal law; or (b) payment is made to an exempt person
(normally the plan trustee in his or her capacity as plan trustee). Any payee
electing to have no withholding must do so in writing, and must do so at or
before the time that payment is made. A payee is not permitted to elect no
withholding if he or she is subject to mandatory backup withholding under
Federal law for failure to provide his or her tax identification number or for
failure to report all dividend or interest payments. Payees from 403(b) and
corporate or Keogh accounts also are not permitted to elect out of withholding
except as regards systematic partial withdrawals extending over 10 or more
years.

For IRAs, the withholding amount is 10% of the amount withdrawn. For corporate,
Keogh, and 403(b) plans, the withholding amount is as follows:

Total withdrawals or
unscheduled partial
withdrawals or systematic
partial withdrawals for less
than a 10 year period-- 20% of the amount withdrawn;

Other systematic partial
withdrawals-- amount determined by wage
withholding tables and your
completed withholding allowance
election (or if none, is submitted
based on the presumption that you
are a married individual claiming
three withholding allowances (no
withholding if withdrawals do not
exceed $10,600 per year);

Withholding for non-resident aliens is subject to special rules. When payment is
made to a plan trustee, Advisers assumes no responsibility for withholding.
Subsequent payment by the trustee to other payees may require withholding. Such
withholding is the responsibility of the plan trustee or of the plan
administrator.

Any amounts withheld may be applied as a credit against Federal tax subsequently
due.

GIFTS OR TRANSFERS TO MINOR CHILDREN

This gift or transfer is registered in the name of the custodian for a minor
under the Uniform Transfers to Minors Act (in some states the Uniform Gifts to
Minors Act). Dividends or capital gains distributions are taxed to the child,
whose tax bracket is usually lower than the adult's. However, if the child is
under 14 years old and his or her unearned income is more than $1,300 per year,
then that portion of the child's income which exceeds $1,300 per year will be
taxed to the child's income which exceeds $1,300 per year will be taxed to the
child at the parents' top rate. Control of the Fund shares passes to the child
upon reaching a specified adult age (either 18 or 21 years in most states).

SYSTEMATIC INVESTMENT PLAN

Each Fund provides a convenient, voluntary method of purchasing shares in the
Fund through its "Systematic Investment Plan."

The principal purposes of the Plan are to encourage thrift by enabling you to
make regular purchases in amounts less than normally required, and to employ the
principle of dollar cost averaging, described below.

65
<PAGE>
By acquiring Fund shares on a regular basis pursuant to a Systematic Investment
Plan, or investing regularly on any other systematic plan, the investor takes
advantage of the principle of dollar cost averaging. Under dollar cost
averaging, if a constant amount is invested at regular intervals at varying
price levels, the average cost of all the shares will be lower than the average
of the price levels. This is because the same fixed number of dollars buys more
shares when price levels are low and fewer shares when price levels are high. It
is essential that the investor consider his or her financial ability to continue
this investment program during times of market decline as well as market rise.
The principle of dollar cost averaging will not protect against loss in a
declining market, as a loss will result if the plan is discontinued when the
market value is less than cost.

An investor has no obligation to invest regularly or to continue the Plan, which
may be terminated by the investor at any time without penalty. Under the Plan,
any distributions of income and realized capital gains will be reinvested in
additional shares at net asset value unless a shareholder instructs Investors in
writing to pay them in cash. Investors reserves the right to increase or
decrease the amount required to open and continue a Plan, and to terminate any
Plan after one year if the value of the amount invested is less than the amount
indicated.

EXCHANGE PRIVILEGE

The amount to be exchanged must meet the minimum purchase amount of the fund
being purchased.

Shareholders should consider the differing investment objectives and policies of
these other funds prior to making such exchange.

For Federal tax purposes, except where the transferring shareholder is a tax
qualified plan, a transfer between funds is a taxable event that probably will
give rise to a capital gain or loss. Furthermore, if a shareholder carries out
the exchange within 90 days of purchasing the shares in a Fund, the sales charge
incurred on that purchase cannot be taken into account for determining the
shareholder's gain or loss on the sale of those shares to the extent that the
sales charge that would have been applicable to the purchase of the
later-acquired shares in the other fund is reduced because of the exchange
privilege. However, the amount of the sales charge that may not be taken into
account in determining the shareholder's gain or loss on the sale of the
first-acquired shares may be taken into account in determining gain or loss on
the eventual sale or exchange of the later-acquired shares.

REINVESTED DIVIDEND/CAPITAL GAINS DISTRIBUTIONS
BETWEEN FORTIS FUNDS

This privilege is based upon the fact that such orders are generally unsolicited
and the resulting lack of sales effort and expense.

PURCHASES BY FORTIS, INC. (OR ITS SUBSIDIARIES) OR ASSOCIATED PERSONS

This privilege is based upon the relationship of such persons to the Funds and
the resulting economies of sales effort and expense.

PURCHASES BY FUND DIRECTORS OR OFFICERS

This privilege is based upon their familiarity with the Fund and the resulting
lack of sales effort and expense.

PURCHASES BY REPRESENTATIVES OR EMPLOYEES OF
BROKER-DEALERS

This privilege is based upon the presumed knowledge such persons have about the
Funds as a result of their working for a company selling the Funds' shares and
resulting economies of sales effort and expense.

PURCHASES BY CERTAIN RETIREMENT PLANS

This privilege is based upon the familiarity of such investors with the Fund and
the resulting lack of sales effort and expense.

PURCHASES BY REGISTERED INVESTMENT COMPANIES

This privilege is based upon the generally unsolicited nature of such purchases
and the resulting lack of sales effort and expense.

PURCHASES WITH PROCEEDS FROM REDEMPTION OF UNRELATED MUTUAL FUND SHARES OR
SURRENDER OF CERTAIN FIXED ANNUITY CONTRACTS

SHAREHOLDERS OF UNRELATED MUTUAL FUNDS WITH SALES LOADS--This privilege is based
upon the existing relationship of such persons with their broker-dealer or
registered representative and/or the familiarity of such shareholders with
mutual funds as an investment concept, with resulting economies of sales effort
and expense.

OWNERS OF A FIXED ANNUITY CONTRACT NOT DEEMED A SECURITY UNDER THE SECURITIES
LAWS--This privilege is based upon the existing relationship of such persons
with their broker-dealer or registered representative and/or the lower
acquisition costs associated with such sale, with resulting economies of sales
effort and expense.

PURCHASES BY EMPLOYEES OF CERTAIN BANKS AND OTHER FINANCIAL SERVICES FIRMS

This privilege is based upon the familiarity of such investors with the Funds
and the resulting lack of sales effort and expense.

66
<PAGE>
PURCHASES BY COMMERCIAL BANKS OFFERING SELF DIRECTED 401(k) Programs Containing
both Pooled and Individual Investment Options

This privilege is based upon the existing relationship of such persons with
their broker-dealer or registered representative and/or the lower acquisition
costs associated with such sale, with resulting economies of sales effort and
expense.

PURCHASES BY INVESTMENT ADVISERS, TRUST COMPANIES, AND BANK TRUST DEPARTMENTS
EXERCISING DISCRETIONARY INVESTMENT AUTHORITY OR USING A MONEY MANAGEMENT MUTUAL
FUND "WRAP" PROGRAM

This privilege is based upon the familiarity of such investors with the Funds
and the resulting lack of sales effort and expense.

REDEMPTION

The obligation of each Fund to redeem its shares when called upon to do so by
the shareholder is mandatory with certain exceptions. The Fund will pay in cash
all redemption requests by any shareholder of record, limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the net asset value of the
Fund at the beginning of such period. When redemption requests exceed such
amount, however, the Fund reserves the right to make part or all of the payment
in the form of readily marketable securities or other assets of the Fund. An
example of when this might be done is in case of emergency, such as in those
situations enumerated in the following paragraph, or at any time a cash
distribution would impair the liquidity of the Fund to the detriment of the
existing shareholders. Any securities being so distributed would be valued in
the same manner as the portfolio of the Fund is valued. If the recipient sold
such securities, he or she probably would incur brokerage charges.

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 the Fund of securities owned by it is not reasonably
practicable, or it is not reasonably practicable for the Fund 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.

There is no charge for redemption, nor does the Fund contemplate establishing a
charge, although it has the right to do so. In the event a charge were
established, it would apply only to persons who became shareholders after such
charge was implemented, and it would not, in any event, exceed 1% of the net
asset value of the shares redeemed. Should further public sales ever be
discontinued, the Fund may deduct a proportionate share of the cost of
liquidating assets from the asset value of the shares being redeemed, in order
to protect the equity of the other shareholders.

SYSTEMATIC WITHDRAWAL PLAN

An investor may open a "Systematic Withdrawal Plan" providing for withdrawals of
$50 or more per quarter, semiannually, or annually. The minimum amount which may
be withdrawn of $50 per month is a minimum only, and should not be considered a
recommendation.

These payments may constitute return of capital, and it should be understood
that they do not represent a yield or return on investment and that they may
deplete or eliminate the investment. The shareholder cannot be assured of
receiving payment for any specific period because payments will terminate when
all shares have been redeemed. The number of such payments will depend on the
amount of each payment, the frequency of each payment, and the increase (or
decrease) in value of the remaining shares.

Under this Plan, any distributions of income and realized capital gains are
reinvested at net asset value. If a shareholder wishes to purchase additional
shares of the Fund under this Plan, other than by reinvestment of distributions,
it should be understood that he or she would be paying a sales commission on
such purchases, while liquidations effected under the Plan would be at net asset
value. Purchases of additional shares concurrent with withdrawals are ordinarily
disadvantageous to the shareholder because of sales charges and tax liabilities.
Additions to a shareholder account in which an election has been made to receive
systematic withdrawals will be accepted only if each such addition is equal to
at least one year's scheduled withdrawals or $1,200, whichever is greater. A
shareholder may not have a "Systematic Withdrawal Plan" and a "Systematic
Investment Plan" in effect simultaneously, as it is not, as explained above,
advantageous to do so.

The Plan is voluntary, flexible, and under the shareholder's control and
direction at all times, and does not limit or alter his or her right to redeem
shares. The Plan may be terminated in writing at any time by either the
shareholder or a Fund. The cost of operating the Plan is borne by Advisers. The
redemption of Fund shares pursuant to the Plan is a taxable event to the
shareholder.

REINVESTMENT PRIVILEGE

In order to allow investors who have redeemed a Fund's shares an opportunity to
reinvest, without additional cost, a one-time privilege is offered whereby an
investor may reinvest in the Fund, or in any other fund underwritten by
Investors and available to the public,

67
<PAGE>
without a sales charge. The reinvestment privilege must be exercised in an
amount not exceeding the proceeds of redemption; must be exercised within 60
days of redemption; and only may be exercised once with respect to the Fund.

The purchase price for Fund shares will be based upon net asset value at the
time of reinvestment, and may be more or less than the redemption value. Should
an investor utilize the reinvestment privilege within 30 days following a
redemption which resulted in a loss, all or a portion of that loss may not be
currently deductible for Federal income tax purposes. Exercising the
reinvestment privilege would not alter any capital gains taxes payable on a
realized gain. Furthermore, if a shareholder redeems within 90 days of
purchasing the shares in a Fund, the sales charge incurred on that purchase
cannot be taken into account for determining the shareholder's gain or loss on
the sale of those shares.

TAXATION

Each Fund qualified in the tax year ended August 31, 1995, and intends to
continue to qualify, as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code"). As long as a Fund so qualifies,
it is not taxed on the income it distributes to its shareholders.

For individuals in taxable year 1995, long-term capital gains are subject to a
maximum Federal Income tax rate of 28% while ordinary income is subject to a
maximum rate of 39.6% (for taxable income in excess of $256,500). (The maximum
effective tax rate may be in excess of 39.6%, resulting from a combination of
the nominal tax rate and a phase-out of personal exemptions and a partial
disallowance of itemized deductions for individuals with taxable incomes above
certain levels.)

Gain or loss realized upon the sale of shares in a Fund will be treated as
capital gain or loss, provided that the shares represented a capital asset in
the hands of the shareholder. Such gain or loss will be long-term capital gain
or loss if the shares were held for more than one year.

Under the Code, each Fund is 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 the Fund pays income tax. In order to avoid the
imposition of the excise tax, the Fund generally must declare dividends by the
end of a calendar year representing at least 98 percent of the Fund's 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 12-month period ending October
31 of the calendar year.

Pursuant to a special provision in the Code, if Fund shares with respect to
which a long-term capital gain distribution has been made are held for six
months or less, any loss on the sale or other disposition of such shares will be
a long-term capital loss to the extent of such long-term capital gain
distribution, unless such sale or other disposition is pursuant to a Systematic
Withdrawal Plan.

To the extent paid from "qualifying dividends" paid by a domestic corporation,
distributions to corporate shareholders will qualify for the 70% dividends
received deduction.

Under the Code, each Fund is required to withhold and remit to the U.S. Treasury
31% of dividend and capital gain income on the accounts of certain shareholders
who fail to provide a correct tax identification number, fail to certify that
they are not subject to backup withholding, or are subject to backup withholding
for some other reason.

The foregoing is a general discussion of the Federal income tax consequences of
an investment in the Funds as of the date of this Statement of Additional
Information. Distributions from net investment income and from net realized
capital gains may also be subject to state and local taxes. Shareholders are
urged to consult their own tax advisers regarding specific questions as to
Federal, state, or local taxes.

UNDERWRITER

On December 7, 1995, the Board of Directors of each Fund, except Value Fund and
Growth & Income Fund, (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 November 14, 1994, which became
effective November 14, 1994. On the same date, the Board of Directors of Fortis
Equity Portfolios approved Value Fund's and Growth & Income Fund's Underwriting
Agreement with Investors dated December 7, 1995. Underwriting Agreements may be
terminated by a Fund 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.

Each Underwriting Agreement requires Investors or Advisers to pay all
promotional expenses in connection with the distribution of the Fund's shares,
including paying for printing and distributing prospectuses and shareholder
reports to new shareholders, and the

68
<PAGE>
costs of sales literature. See "Plan of Distribution," below, regarding fees
paid to Investors to be used to compensate those who sell Fund shares and to pay
certain other expenses of selling Fund shares.

In each Underwriting Agreement, Investors undertakes to indemnify the Fund
against all costs of litigation and other legal proceedings, and against any
liability incurred by or imposed upon the Fund in any way arising out of or in
connection with the sale or distribution of the Fund's shares, except to the
extent that such liability is the result of information which was obtainable by
Investors only from persons affiliated with the Fund but not with Investors.

PLAN OF DISTRIBUTION

The policy of having the Funds compensate those who sell Fund shares has been
adopted pursuant to Rule 12b-1 under the 1940 Act. Rule 12b-1(b) provides that
any payments made by the Fund in connection with financing the distribution of
its shares may only be made pursuant to a written plan describing all aspects of
the proposed financing of distribution, and also requires that all agreements
with any person relating to the implementation of the plan must be in writing.
In addition, Rule 12b-1(b)(1) requires that such plan be approved by a majority
of the Fund's outstanding shares, and Rule 12b-1(b)(1) requires that such plan,
together with any related agreements, be approved by a vote of the Board of
Directors who are not interested persons of the Fund and have no direct or
indirect interest in the operation of the plan or in the agreements related to
the plan, cast in person at a meeting called for the purpose of voting on such
plan or agreement.

Rule 12b-1(b)(3) requires that the plan or agreement provide in substance:

(i) That it shall continue in effect for a period of more than one year from
the date of its execution or adoption only so long as such continuance is
specifically approved at least annually in the manner described in paragraph
(b)(2) of Rule 12b-1;

(ii) That any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the plan or any related agreement shall provide
to the Board of Directors, and the directors shall review, at least quarterly, a
written report of the amounts so expended and the purpose for which such
expenditures were made; and

(iii) In the case of a plan, that it may be terminated at any time by vote of
a majority of the members of the Board of Directors who are not interested
persons of the Fund and have no direct or indirect financial interest in the
operation of the plan, or in any agreements related to the plan or by vote of a
majority of the outstanding voting securities of the Fund.

Rule 12b-1(b)(4) requires that such plans may not be amended to increase
materially the amount to be spent for distribution without shareholder approval
and that all material amendments of the plan must be approved in the manner
described in paragraph (b)(2) of Rule 12b-1.

Rule 12b-1(c) provides that the Fund may rely on Rule 12b-1(b) only if the
selection and nomination of the disinterested directors of the Fund are
committed to the discretion of such disinterested directors. Rule 12b-1(e)
provides that the Fund may implement or continue a plan pursuant to Rule
12b-1(b) only if the directors who vote to approve such implementation or
continuation conclude, in the exercise of reasonable business judgment and in
light of their fiduciary duties under state law, and under Section 36(a) and (b)
of the 1940 Act, that there is a reasonable likelihood that the plan will
benefit the Fund and its shareholders.

Each Fund's (except Value Fund and Growth & Income Fund) Board of Directors last
approved the plan on December 7, 1995. The Board of Directors of Fortis Equity
Portfolios approved the plan on behalf of Value Fund and Growth & Income Fund on
December 7, 1995.

69
<PAGE>
PERFORMANCE

Cumulative total return is the increase in value of a hypothetical $1,000
investment made at the beginning of the advertised period. It may be expressed
in terms of dollars or percentage. Average annual total return is the annual
compounded rate of return based upon the same hypothetical investment.
Systematic investment plan cumulative total return and systematic investment
plan average annual total return are similar except that $2,000 annual
investments are assumed (at the beginning of each year). The tables set forth
below each include reduction due to the maximum 4.75% sales charge and assume
quarterly reinvestment of all dividend and capital gains distributions (for the
Standard & Poor's 500 Stock Index ("S&P 500") and Dow Jones Industrial Average
("DJIA") as well as the Fund). Both indices consist of unmanaged groups of
common stocks. All figures are based upon historical earnings and are not
intended to indicate future performance. Investment return and share value
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. No adjustment has been made for a shareholder's income
tax liability on dividends or capital gains.

$1,000 SINGLE INVESTMENT
<TABLE>
<CAPTION>
ASSET ALLOCATION PORTFOLIO (CLASS A)
VALUE OF REINVESTED
INITIAL CAPITAL
$1,000 GAINS TOTAL
YEAR ENDED INVEST- DISTRI- REINVESTED CUMULATIVE % YEARLY
DECEMBER 31, MENT($) + BUTIONS($) + DIVIDENDS($) = VALUE($) CHANGE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
88* 943 0 43 986 (1.4)%
89 1,117 0 93 1,210 22.7%
90 1,063 0 133 1,196 (1.2)%
91 1,326 0 221 1,547 29.3%
92 1,355 0 290 1,645 6.3%
93 1,400 87 344 1,831 11.3%
94 1,341 94 379 1,814 (0.9)%
95
CUMULATIVE TOTAL RETURN Last 5 Yrs. %
Life of
Portfolio %

<CAPTION>
S&P 500 DJIA
TOTAL TOTAL
YEAR ENDED CUMULATIVE % YEARLY CUMULATIVE % YEARLY
DECEMBER 31, VALUE($) CHANGE VALUE($) CHANGE
<S> <C> <C> <C> <C>
88* 1,168 16.8% 1,162 16.2%
89 1,536 31.5% 1,537 32.3%
90 1,487 (3.2)% 1,528 (0.6)%
91 1,942 30.6% 1,900 24.3%
92 2,090 7.6% 2,040 7.4%
93 2,299 10.0% 2,386 17.0%
94 2,328 1.3% 2,509 5.2%
95
% %
------ ------
% %
------ ------
</TABLE>