<PAGE> 1
1933 Act Registration No. 33-17759
1940 Act Registration No. 811-05355
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ______
Post-Effective Amendment No. __29__
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. ______
(Check appropriate box or boxes)
FORTIS ADVANTAGE PORTFOLIOS, INC.
(Exact Name of Registrant as Specified in Charter)
500 Bielenberg Drive
Woodbury, Minnesota 55125
(Address of Principal Executive Offices, Zip Code)
(651) 738-4000
(Registrant's Telephone Number, including Area Code)
Scott R. Plummer, Esq.
500 Bielenberg Drive
Woodbury, Minnesota 55125
(Name and Address of Agent for Service)
COPY TO:
Michael J. Radmer, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
It is proposed that this filing will become effective (check appropriate box):
___x__ immediately upon filing pursuant to paragraph (b) of Rule 485
______ on (specify date) pursuant to paragraph (b) of Rule 485
______ 75 days after filing pursuant to paragraph (a) of Rule 485
______ on (specify date) pursuant to paragraph (a) of Rule 485
______ 60 days after filing pursuant to paragraph (a) of Rule 485
<PAGE> 2
INCORPORATION BY REFERENCE
AND
EXPLANATORY NOTE
Part A (Prospectus) of this Registration Statement is incorporated by
reference from Post-Effective Amendment No. 47 to the Registration Statement of
Fortis Income Portfolios, Inc. (File Nos. 002-46686 and 811-02341) filed on
December 1, 2000. Such Prospectus combines two Registrants: two series of Fortis
Income Portfolios, Inc. and one series of Fortis Advantage Portfolios, Inc.
Part B (Statement of Additional Information) of this Registration
Statement is incorporated by reference from Post-Effective Amendment No. 47 to
the Registration Statement of Fortis Income Portfolios, Inc. (File Nos.
002-46686 and 811-02341) filed on December 1, 2000. Such Part B also combines
the same two Registrants: two series of Fortis Income Portfolios, Inc. and one
series of Fortis Advantage Portfolios, Inc.
Post-Effective Amendment No. 47 was filed pursuant to Rule 485(b) to
become effective on the same day as this Registration Statement.
This Registration Statement contains the cover page, Part C, signature
page and four exhibits.
<PAGE> 3
PART C
FORTIS HIGH YIELD FUND
A SERIES OF
FORTIS ADVANTAGE PORTFOLIOS, INC.
OTHER INFORMATION
ITEM 23. EXHIBITS
THE FUND IS FILING OR INCORPORATING BY REFERENCE THE FOLLOWING
EXHIBITS:
(a).1 Articles of Amendment and Amended and Restated Articles of
Incorporation adopted 8/23/94 (3)
(a).2 Certification of Designation of Classes A, B, C & H dated
10/31/94 (3)
(a).3 Articles of Amendment dated 2/29/96 to Restated Articles of
Incorporation dated as of 9/9/94 (3)
(b) Amended and Restated Bylaws dated 9/28/00 *
(c) Instruments Defining Rights of Security Holders - not applicable
(d) Investment Advisory and Management Agreement dated 1/31/92 (3)
(e).1 Underwriting and Distribution Agreement dated 11/14/94 (3)
(e).2 Dealer Sales Agreement (2)
(e).3 Mutual Fund Supplement to Dealer Sales Agreement (2)
(f) Bonus or Profit Sharing Contracts -not applicable
(g) Custody Agreement dated 3/21/92 (3)
(h) Other Material Contracts - not applicable
(i) Legal Opinion - not applicable
(j) Consent of KPMG LLP *
(k) Omitted Financial Statements - not applicable
(l) Initial Capital Agreements - not applicable
(m) Rule 12b-1 Plan *
(n) Financial Data Schedule - not applicable
(o) Rule 18f-3 Plan (1)
(p) Code of Ethics for Fortis Advisers, Inc. and affiliates dated
9/30/99 *
-------------------------------
(1) Incorporated by reference to a Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on July 31, 1995.
(2) Incorporated by reference to Post-Effective Amendment No. 45 to the
Registration Statement of Fortis Income Portfolios, Inc. on Form N-1A
filed with the Commission on December 1, 1998.
(3) Incorporated by reference to a Post-Effective Amendment No. 27 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on December 1, 1999.
* Filed herewith.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND
THE FOLLOWING IS A LIST OF ALL PERSONS DIRECTLY OR INDIRECTLY
CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND:
No person is directly or indirectly controlled by or under common
control with the Registrant.
<PAGE> 4
ITEM 25. INDEMNIFICATION
STATE THE GENERAL EFFECT OF ANY CONTRACT, ARRANGEMENTS OR STATUTE UNDER
WHICH ANY DIRECTOR, OFFICER, UNDERWRITER OR AFFILIATED PERSON OF THE FUND IS
INSURED OR INDEMNIFIED AGAINST ANY LIABILITY INCURRED IN THEIR OFFICIAL
CAPACITY, OTHER THAN INSURANCE PROVIDED BY ANY DIRECTOR, OFFICER, AFFILIATED
PERSON, OR UNDERWRITER FOR THEIR OWN PROTECTION.
Paragraph 8(d) of the Registrant's Articles of Incorporation provides
that the Registrant shall indemnify such person for such expenses and
liabilities, in such manner, under such circumstances, and to the full extent
permitted by Section 302A.521 of the Minnesota Statutes, as now enacted or
hereafter amended; provided, however, that no such indemnification may be made
if it would be in violation of Section 17(h) of the Investment Company Act of
1940, as now enacted or hereinafter amended, and any rules, regulations, or
releases promulgated thereunder.
The Registrant may indemnify its officers and directors and other
"persons" acting in an "official capacity" (as such terms are defined in Section
302A.521) pursuant to a determination by the board of directors or shareholders
of the Registrant as set forth in Section 302A.521, by special legal counsel
selected by the board or a committee thereof for the purpose of making such a
determination, or by a Minnesota court upon application of the person seeking
indemnification. If a director is seeking indemnification for conduct in the
capacity of director or officer of the Registrant, then such director generally
may not be counted for the purposes of determining either the presence of a
quorum or such director's eligibility to be indemnified.
In any case, indemnification is proper only if the eligibility
determining body decides that the person seeking indemnification:
(a) has not received indemnification for the same conduct from any
other party or organization;
(b) acted in good faith;
(c) received no improper personal benefit;
(d) in the case of criminal proceedings, has no reasonable cause
to believe the conduct was unlawful;
(e) reasonably believed that the conduct was in the best interest
of the Registrant, or in certain contexts, was not opposed to the
best interest of the Registrant; and
(f) had not otherwise engaged in conduct which precludes
indemnification under either Minnesota or Federal law (including,
without limitation, conduct constituting willful misfeasance, bad
faith, gross negligence, or reckless disregard of duties as set
forth in Section 17(h) and (i) of the Investment Company Act of
1940).
ADVANCES. If a person is made or threatened to be made a party to a
proceeding, the person is entitled, upon written request to the Registrant, to
payment or reimbursement by the Registrant of reasonable expenses, including
attorneys fees and disbursements, incurred by the person in advance of the final
disposition of the proceeding, (a) upon receipt by the Registrant of a written
affirmation by the person of a good faith belief that the criteria for
indemnification set forth in Section 302A.521 have been satisfied and a written
undertaking by the person to repay all amounts so paid or reimbursed by the
Registrant, if it is ultimately determined that the criteria for indemnification
have been satisfied, and (b) after a determination that the facts then known to
<PAGE> 5
those making the determination would not preclude indemnification under
302A.521. The written undertaking required by clause (a) is an unlimited general
obligation of the person making it, but need not be secured and shall be
accepted without reference to financial ability to make the repayment.
UNDERTAKING. The Registrant undertakes that insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provision, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless, in the opinion of its counsel, the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER
DESCRIBE ANY OTHER BUSINESS, PROFESSION, VOCATION OR EMPLOYMENT OF A
SUBSTANTIAL NATURE THAT EACH INVESTMENT ADVISER, AND EACH DIRECTOR, OFFICER OR
PARTNER OF THE ADVISER, IS OR HAS BEEN ENGAGED WITHIN THE LAST TWO FISCAL YEARS
FOR HIS OR HER OWN ACCOUNT OR IN THE CAPACITY OF DIRECTOR, OFFICER, EMPLOYEE,
PARTNER OR TRUSTEE.
Information on the business of the Adviser, its directors and officers
is described in the Statement of Additional Information. The following officers
are not listed in the Statement of Additional Information:
<TABLE>
<CAPTION>
OTHER BUSINESS/EMPLOYMENT
NAME POSITION WITH ADVISER DURING PAST TWO YEARS
------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Michael D. O'Connor Qualified Plan Officer Qualified Plan Officer of Fortis
Benefits Insurance Company
David C. Greenzang Money Market Portfolio Officer Debt securities manager with
Fortis, Inc.
</TABLE>
ITEM 27. PRINCIPAL UNDERWRITERS
(a) STATE THE NAME OF EACH INVESTMENT COMPANY (OTHER THAN THE FUND) FOR
WHICH EACH PRINCIPAL UNDERWRITER CURRENTLY DISTRIBUTING THE FUND'S
SECURITIES ALSO ACTS AS A PRINCIPAL UNDERWRITER, DEPOSITOR, OR INVESTMENT
ADVISER.
Investors also acts as the principal underwriter for: Fortis Equity
Portfolios, Inc., Fortis Income Portfolios, Inc., Fortis Money Portfolios, Inc.,
Fortis Tax Free Portfolios, Inc., Fortis Securities, Inc., Fortis Series Fund,
Inc., Fortis Worldwide Portfolios, Inc., Fortis Growth Fund, Inc., Variable
Account C of Fortis Benefits Insurance Company and Variable Account D of Fortis
Benefits Insurance Company.
<PAGE> 6
(b) PROVIDE THE INFORMATION REQUIRED BY THE FOLLOWING TABLE FOR EACH
DIRECTOR, OFFICER, OR PARTNER OF EACH PRINCIPAL UNDERWRITER NAMED IN
RESPONSE TO ITEM 20.
In addition to those listed in the Statement of Additional Information with
respect to Investors, the following are also officers of Investors. The
principal business address of each individual is 500 Bielenberg Drive, Woodbury,
Minnesota 55125.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH THE
NAME AND PRINCIPAL BUSINESS ADDRESS UNDERWRITER POSITIONS AND OFFICES WITH FUND
------------------------------------ ---------------------------------- -----------------------------------
<S> <C> <C>
Carol M. Houghtby Director, Vice President & None
500 Bielenberg Drive Treasurer
Woodbury, Minnesota 55125
Roger W. Arnold Senior Vice President None
500 Bielenberg Drive
Woodbury, Minnesota 55125
John E. Hite Vice President & Secretary None
500 Bielenberg Drive
Woodbury, Minnesota 55125
</TABLE>
(c) PROVIDE THE INFORMATION REQUIRED BY THE FOLLOWING TABLE FOR ALL
COMMISSIONS AND OTHER COMPENSATION RECEIVED, DIRECTLY OR INDIRECTLY, FROM
THE FUND DURING THE LAST FISCAL YEAR BY EACH PRINCIPAL UNDERWRITER WHO IS
NOT AN AFFILIATED PERSON OF THE FUND OR ANY AFFILIATED PERSON OF AN
AFFILIATED PERSON.
Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
STATE THE NAME AND ADDRESS OF EACH PERSON MAINTAINING PHYSICAL
POSSESSION OF EACH ACCOUNT, BOOK, OR OTHER DOCUMENT REQUIRED TO BE MAINTAINED BY
SECTION 31(a) AND THE RULES UNDER THAT SECTION.
The physical possession of the accounts, books, and other documents
required to be maintained by Section 31(a) of the Investment Company Act of 1940
and Rules 3la-1 to 3la-3 promulgated thereunder is maintained by the Registrant
at Fortis Advisers, Inc., 500 Bielenberg Drive, Woodbury, MN 55125.
ITEM 29. MANAGEMENT SERVICES
PROVIDE A SUMMARY OF THE SUBSTANTIVE PROVISIONS OF ANY
MANAGEMENT-RELATED SERVICE CONTRACT NOT DISCUSSED IN PART A OR B, DISCLOSING THE
PARTIES TO THE CONTRACT AND THE TOTAL AMOUNT PAID AND BY WHOM FOR THE FUND FOR
THE LAST THREE FISCAL YEARS.
All contracts were discussed in Part A or B.
<PAGE> 7
ITEM 30. UNDERTAKINGS
(a) IN INITIAL REGISTRATION STATEMENTS FILED UNDER THE SECURITIES ACT,
PROVIDE AN UNDERTAKING TO FILE AN AMENDMENT TO THE REGISTRATION STATEMENT
WITH CERTIFIED FINANCIAL STATEMENTS SHOWING THE INITIAL CAPITAL RECEIVED
BEFORE ACCEPTING SUBSCRIPTIONS FROM MORE THAN 25 PERSONS IF THE FUND
INTENDS TO RAISE ITS INITIAL CAPITAL UNDER SECTION 14(a)(3).
Not applicable.
(b) Each recipient of a prospectus of any series of the Registrant may request
the latest Annual Report of such series, and the Registrant without charge
will furnish such Annual Report.
(c) Registrant represents that it is relying on a No-Action Letter (IDS
Financial Services, June 20, 1986) and that it has complied with the
provisions of paragraphs (a) - (d) of such No-Action Letter.
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement on Form N-1A
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Woodbury and State of Minnesota on the
1st day of December 2000.
FORTIS ADVANTAGE PORTFOLIOS, INC.
(Registrant)
By /s/ Dean C. Kopperud
---------------------------
Dean C. Kopperud, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
/s/ Dean C. Kopperud President (principal executive officer) December 1, 2000
-------------------------
Dean C. Kopperud
/s/ Tamara L. Fagely Treasurer (principal financial and December 1, 2000
------------------------- accounting officer)
Tamara L. Fagely
Richard D. Cutting* Director
Allen R. Freedman* Director
Dr. Robert M. Gavin* Director
Jean L. King* Director
Phillip O. Peterson* Director
Robb L. Prince* Director
Leonard J. Santow* Director
Noel F. Schenker* Director
Joseph M. Wikler* Director
</TABLE>
*By /s/ Dean C. Kopperud December 1, 2000
----------------------------------
Dean C. Kopperud, Attorney-in-Fact
(Pursuant to a Power of Attorney dated July 27, 2000)
