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EXHIBIT (m)
FORTIS MUTUAL FUNDS
PLAN OF DISTRIBUTION
This Plan of Distribution (the "Plan") is adopted pursuant to Rule 12b-1 (the
"Rule") under the Investment Company Act of 1940 (as amended, the "1940 Act") by
Fortis Advantage Portfolios, Inc., Fortis Equity Portfolios, Inc., Fortis
Fiduciary Fund, Inc., Fortis Growth Fund, Inc., Fortis Income Portfolios, Inc.,
Fortis Money Portfolios, Inc., Fortis Tax-Free Portfolios, Inc. and Fortis
Worldwide Portfolios, Inc., (hereinafter collectively referred to as the
"Funds"), for and on behalf of each class (each class is referred to hereinafter
as a "Class") of each Fund, and each series for those Funds that are "series"
Funds. The classes of each Fund and series that currently have adopted this
Plan, and the effective dates of such adoption are as follows:
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Fortis Advantage Portfolios, Inc.
Asset Allocation Portfolio, Class A* January 31, 1992
Asset Allocation Portfolio, Class B November 14, 1994
Asset Allocation Portfolio, Class C November 14, 1994
Asset Allocation Portfolio, Class H November 14, 1994
Capital Appreciation Portfolio, Class A* January 31, 1992
Capital Appreciation Portfolio, Class B November 14, 1994
Capital Appreciation Portfolio, Class C November 14, 1994
Capital Appreciation Portfolio, Class H November 14, 1994
High Yield Portfolio, Class A* January 31, 1992
High Yield Portfolio, Class B November 14, 1994
High Yield Portfolio, Class C November 14, 1994
High Yield Portfolio, Class H November 14, 1994
Fortis Equity Portfolios, Inc.
Fortis Capital Fund, Class A* January 31, 1992
Fortis Capital Fund, Class B November 14, 1994
Fortis Capital Fund, Class C November 14, 1994
Fortis Capital Fund, Class H November 14, 1994
Fortis Value Fund, Class A January 1, 1996
Fortis Value Fund, Class B January 1, 1996
Fortis Value Fund, Class C January 1, 1996
Fortis Value Fund, Class H January 1, 1996
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Fortis Growth & Income Fund, Class A January 1, 1996
Fortis Growth & Income Fund, Class B January 1, 1996
Fortis Growth & Income Fund, Class C January 1, 1996
Fortis Growth & Income Fund, Class H January 1, 1996
Fortis Growth Fund, Inc.
Fortis Growth Fund, Inc., Class A* January 31, 1992
Fortis Growth Fund, Inc., Class B November 14, 1994
Fortis Growth Fund, Inc., Class C November 14, 1994
Fortis Growth Fund, Inc., Class H November 14, 1994
Fortis Income Portfolios, Inc.
Fortis U.S. Government Securities Fund, Inc., Class A November 14, 1994
Fortis U.S. Government Securities Fund, Inc., Class B November 14, 1994
Fortis U.S. Government Securities Fund, Inc., Class C November 14, 1994
Fortis U.S. Government Securities Fund, Inc., Class H November 14, 1994
Fortis Strategic Income Fund, Inc., Class A December 1, 1997
Fortis Strategic Income Fund, Inc., Class B December 1, 1997
Fortis Strategic Income Fund, Inc., Class C December 1, 1997
Fortis Strategic Income Fund, Inc., Class H December 1, 1997
Fortis Money Portfolios, Inc.
Fortis Money Fund, Class A* January 31, 1992
Fortis Money Fund, Class B November 14, 1994
Fortis Money Fund, Class C November 14, 1994
Fortis Money Fund, Class H November 14, 1994
Fortis Tax-Free Portfolios, Inc.
National Portfolio, Class A November 14, 1994
National Portfolio, Class B November 14, 1994
National Portfolio, Class C November 14, 1994
National Portfolio, Class H November 14, 1994
Minnesota Portfolio, Class A November 14, 1994
Minnesota Portfolio, Class B November 14, 1994
Minnesota Portfolio, Class C November 14, 1994
Minnesota Portfolio, Class H November 14, 1994
Fortis Worldwide Portfolios, Inc.
Fortis Global Growth Portfolio, Class A* January 31, 1992
Fortis Global Growth Portfolio, Class B November 14, 1994
Fortis Global Growth Portfolio, Class C November 14, 1994
Fortis Global Growth Portfolio, Class H November 14, 1994
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Fortis International Equity Portfolio, Class A March 1, 1998
Fortis International Equity Portfolio, Class B March 1, 1998
Fortis International Equity Portfolio, Class C March 1, 1998
Fortis International Equity Portfolio, Class H March 1, 1998
</TABLE>
*For the Class A shares identified, this Plan constitutes an amended and
restated plan of distribution.
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1. Compensation
CLASS A
Class A of each Fund is obligated to pay the principal underwriter of
the Fund's shares, Fortis Investors, Inc. ("Investors"), a total fee in
connection with the distribution-related services provided in respect of said
Class A and in connection with the servicing of shareholder accounts of said
Class A. This fee shall be calculated and payable monthly and, with the
exception of Fortis Advantage Portfolios, Inc., and Fortis Money Portfolios,
Inc., at an annual rate of .25% of said Class A's average daily net assets. With
regard to Fortis Advantage Portfolios, Inc., the annual rate shall be .45% on
the Asset Allocation and Capital Appreciation Portfolios and .35% on the High
Yield and Government Total Return Portfolios. With regard to Fortis Money Fund,
as discussed in greater detail below, the annual rate shall be .20% of average
daily net assets. All or any portion of such total fee may be payable as a
Distribution Fee, and all or any portion of such total fee may be payable as a
Shareholder Servicing Fee, as determined from time to time by the Funds' Board
of Directors. Until further action by the Board of Directors, all of such fee
shall be designated and payable as a Distribution Fee.
CLASS B, CLASS C AND CLASS H
Each of Class B, Class C and Class H of each Fund is obligated to pay
Investors a total fee in connection with the servicing of shareholder accounts
of said Class B, Class C or Class H (as applicable) and in connection with
distribution-related services provided in respect of said Class B, Class C or
Class H (as applicable), calculated and payable monthly, at the annual rate of
1.00% of the value of said Class B's, Class C's or Class H's (as applicable)
average daily net assets. All or any portion of such total fee may be payable as
a Shareholder Servicing Fee, and all or any portion of such total fee may be
payable as a Distribution Fee, as determined from time to time by the Funds'
Board of Directors. Until further action by the Board of Directors, .25% per
annum of each Class B's, Class C's and Class H's average net assets shall be
designated and payable as a Shareholder Servicing Fee and the remainder of such
fee shall be designated as a Distribution Fee.
2. Expenses Covered by the Plan
(a) Except as qualified herein, the Distribution Fee may be used by
Investors for the purpose of financing any activity which is primarily intended
to result in the sale of Class shares. For example, such Distribution Fee may be
used by Investors: (i) to compensate broker-dealers, including Investors and its
registered representatives, for their sale of Portfolio shares, including the
implementation of various incentive programs with respect to broker-dealers,
banks, and other financial institutions, and (ii) to pay other advertising and
promotional expenses in
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connection with the distribution of class 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 any affiliate thereof; 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) With regard to Class A shares of Money Fund, it is contemplated
that Fortis Advisers, Inc. ("Advisers"), pursuant to an Investment Advisory and
Management Agreement dated January 31, 1992, will receive a monthly fee for
services provided for Fortis Money Fund equivalent on an annual basis to .60% of
the average daily net assets for the first $500 million of assets under
management and .55% of assets under management in excess of $500 million. Under
the Plan, Advisers will then pay to Investors on a monthly basis a fee equal to
.20% of 1% of such average daily net assets as full compensation to Investors
for its services as distributor of Fortis Money Fund shares pursuant to this
Plan; provided, however, that Advisers may directly pay expenses otherwise
payable by Investors and deduct such amounts from the .20 of 1% otherwise
payable to Investors.
(b) The Shareholder Servicing Fee may be used by Investors to provide
compensation for ongoing servicing and/or maintenance of shareholder accounts
with each applicable Class of the Fund. Compensation may be paid by Investors to
persons, including employees of Investors, and institutions who respond to
inquiries of shareholders of each applicable Class regarding their ownership of
shares of their accounts with the Fund or who provide other administrative or
accounting services not otherwise required to be provided by the Fund's
investment adviser, transfer agent or other agent of the Fund.
(c) Payments under the Plan are not tied exclusively to the expenses
for shareholder servicing and distribution related activities actually incurred
by Investors, so that such payments may exceed expenses actually incurred by
Investors. The Funds' Board of Directors will evaluate the appropriateness of
the Plan and its payment terms on a continuing basis and in doing so will
consider all relevant factors, including expenses borne by Investors and amounts
it receives under the Plan.
3. Additional Payment by Advisers and Investors
The Funds' investment adviser, Fortis Advisers, Inc. ("Advisers"), and
Investors may, at their option and in their sole discretion, make payments from
their own resources to cover the costs of additional distribution and
shareholder servicing activities.
4. Approval by Shareholders
The Plan will not take effect with respect to any Class, and no fee
will be payable in accordance with Section 1 of the Plan, until the Plan has
been approved by a vote of at least a majority of the outstanding voting
securities of such Class.
5. Approval by Directors
Neither the Plan nor any related agreement will take effect until
approved by a majority vote of both (a) the full Board of Directors of the Funds
and (b) those Directors who are not
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interested persons of the Funds and who have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan
(the "Independent Directors"), cast in person at a meeting called for the
purpose of voting on the Plan and the related agreements.
6. Continuance of the Plan
The Plan will continue in effect from year to year so long as its
continuance is specifically approved annually by vote of the Funds' Board of
Directors in the manner described in Section 5 above.
7. Termination
The Plan may be terminated at any time with respect to any Class,
without penalty, by vote of a majority of the Independent Directors or by vote
of a majority of the outstanding voting securities of such Class.
8. Amendments
The Plan may not be amended with respect to any Class to increase
materially the amount of fees payable pursuant to the Plan, as described in
Section 1 above, unless the amendment is approved by a vote of at least a
majority of the outstanding voting securities of that Class (and, if applicable,
of any other affected Class or Classes), and all material amendments to the Plan
must also be approved by the Fund's Board of Directors in the manner described
in Section 5 above.
9. Selection of Certain Directors
While the Plan is in effect, the selection and nomination of the Funds'
Directors who are not interested persons of the Funds will be committed to the
discretion of the Directors then in office who are not interested persons of the
Funds.
10. Written Reports
In each year during which the Plan remains in effect, Investors and any
person authorized to direct the disposition of monies paid or payable by the
Funds pursuant to the Plan or any related agreement will prepare and furnish to
the Funds' Board of Directors, and the Board will review at least quarterly,
written reports, complying with the requirements of the Rule, which set out the
amounts expended under the Plan and the purposes for which those expenditures
were made.
11. Preservation of Materials
The Funds will preserve copies of the Plan, any agreement relating to
the Plan and any report made pursuant to Section 10 above, for a period of not
less than six years (the first two years in an easily accessible place) from the
date of the Plan, agreement or report.
12. Meaning of Certain Terms
As used in the Plan, the terms "interested person" and "majority of the
outstanding voting securities" will be deemed to have the same meaning that
those terms have under the 1940
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Act and the rules and regulations under the 1940 Act, subject to any exemption
that may be granted to the Funds under the 1940 Act by the Securities and
Exchange Commission.
13. Maximum Aggregate Sales Charge Calculations
In calculating the "remaining amount" under Section 26(d) of the
National Association of Securities Dealers, Inc.'s "NASD") Rules of Fair
Practice for purposes of determining the maximum aggregate sales charge for each
Class of each Fund, the Funds are authorized to transfer a portion of the
"remaining amount" of a Class in the event of an exchange between that Class and
another Class of the same Fund or the other Funds. However, such a transfer of
the "remaining amount" must be conducted in accordance with Section 26(d), and
any subsequent amendments to such Section, as well as any interpretation of such
Section by the NASD. (1)
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(1) Paragraph 13 was added to the Plan pursuant to an amendment adopted
by the Funds' Boards of Directors on December 7, 1995.
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