FORTIS WORLDWIDE PORTFOLIOS INC
485BPOS, 1996-03-01
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<PAGE>

File No. 33-39906
FISCAL YEAR END - October 31

Registrant proposes that
this amendment will become
effective:
60 days after filing   / /
As of the filing date  / /
As of March 1, 1996    /X/

Pursuant to Rule 485:
paragraph (a)  / /
paragraph (b)  /X/

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM N-1A


REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933   /X/

Post-Effective Amendment Number 8

and

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


FORTIS WORLDWIDE 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:  (612) 738-4000


Scott R. Plummer, Esq., Asst. Secretary
(Same address as above)
(Name and Address of Agent for Service)

Copy to:

Michael J. Radmer, Esq.
Dorsey & Whitney
220 South Sixth Street
Minneapolis, MN  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 was filed on December 28, 1995.

<PAGE>

                        FORTIS WORLDWIDE PORTFOLIOS, INC.
                       Registration Statement on Form N-1A
                              CROSS REFERENCE SHEET
             Pursuant to Rule 481(a) and Instruction F1 of Form N-1A

<TABLE>
<CAPTION>
N-1A
Item No.                                             PROSPECTUS HEADING
- -------------                                        ------------------
<C> <S>                                     <C>
PART A (PROSPECTUS)
1.  Cover Page...............................COVER PAGE (no caption)
2.  Synopsis (optional)......................SUMMARY OF PORTFOLIO EXPENSES
3.  Condensed Financial Information..........FINANCIAL HIGHLIGHTS
4.  General Description of Registrant........ORGANIZATION AND CLASSIFICATION;
                                             INVESTMENT OBJECTIVES AND POLICIES
5.  Management of the 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

<CAPTION>
                                             HEADING
<C> <S>                                      <C>
10.  Cover Page     .........................COVER PAGE (no caption)
11.  Table of Contents.......................TABLE OF CONTENTS
12.  General Information and History.........ORGANIZATION AND CLASSIFICATION
13.  Investment Objectives and Policies......INVESTMENT OBJECTIVES AND POLICIES
14.  Management of the Fund..................DIRECTORS AND EXECUTIVE OFFICERS
15.  Control Persons and Principal
     Holders of Securities...................CAPITAL STOCK
16.  Investment Advisory and Other Services..INVESTMENT ADVISORY AND OTHER
                                             SERVICES
17.  Brokerage Allocation....................PORTFOLIO TRANSACTIONS AND
                                             ALLOCATION OF BROKERAGE
18.  Capital Stock and Other Securities......CAPITAL STOCK
19.  Purchase, Redemption, and Pricing of
     Securities Being Offered................COMPUTATION OF NET ASSET VALUE
                                             AND PRICING; SPECIAL PURCHASE
                                             PLANS; REDEMPTION
20.  Tax Status..............................TAXATION
21.  Underwriters............................UNDERWRITER
22.  Calculations of Performance Data........PERFORMANCE
23.  Financial Statements....................FINANCIAL STATEMENTS

</TABLE>

<PAGE>
MAILING ADDRESS:
P.O. Box 64284
St. Paul
Minnesota 55164

STREET ADDRESS:
500 Bielenberg Drive
Woodbury
Minnesota 55125

Telephone: (612) 738-4000
Toll Free: (800) 800-2638, Ext. 3012

- ---------------------------------------------------------
 FORTIS GLOBAL
 GROWTH PORTFOLIO
 PROSPECTUS
DATED MARCH 1, 1996

THIS PROSPECTUS CONCISELY SETS FORTH THE INFORMATION A PROSPECTIVE INVESTOR
SHOULD KNOW ABOUT THE PORTFOLIO BEFORE INVESTING. INVESTORS SHOULD RETAIN THIS
PROSPECTUS FOR FUTURE REFERENCE. THE PORTFOLIO HAS FILED A STATEMENT OF
ADDITIONAL INFORMATION (ALSO DATED MARCH 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 PORTFOLIO, AND IS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS IN
ACCORDANCE WITH THE COMMISSION'S RULES.

SHARES IN THE PORTFOLIO 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. SEE "RISK
FACTORS".

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.

FORTIS-REGISTERED TRADEMARK-
AND FORTIS-REGISTERED TRADEMARK- ARE      FORTIS
REGISTERED SERVICEMARKS OF FORTIS         SOLID ANSWERS FOR A CHANGING
AMEV AND FORTIS AG.                       WORLD-REGISTERED TRADEMARK-
<PAGE>
RISK FACTORS

Investments  in stock funds expose investors  to potential declines in the price
of the stocks contained in the funds' portfolios, which may result in a  decline
in  the  price  of  the  shares of  such  funds.  In  addition,  the Portfolio's
significant foreign investment activities present certain additional risks.  The
price  of the Portfolio's shares  will fluctuate and there  is no assurance that
investors will be able to redeem their Portfolio shares for more than they  paid
for them.

For more information on the risks associated with investing in the Portfolio see
"Investment Objectives and Policies; Risk Considerations."

SUMMARY OF INVESTMENT OBJECTIVES

Fortis  Global Growth Portfolio (the "Portfolio") is a non-diversified series of
Fortis Worldwide Portfolios, Inc. ("Fortis Worldwide"). The Portfolio's  primary
investment  objective  is long-term  capital appreciation.  Current income  is a
secondary objective. The Portfolio seeks  its objectives primarily by  investing
in  a global portfolio of equity securities,  allocated among the markets of the
U.S and other, possibly diverse, countries and regions of the world.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                                                                         <C>
Risk Factors..............................................................    2
Summary of Investment Objectives..........................................    2
Class Shares..............................................................    2
Summary of Portfolio Expenses.............................................    3
Financial Highlights......................................................    4
Organization and Classification...........................................    5
Investment Objectives and Policies; Risk Considerations...................    5
Management................................................................   10
    - Board of Directors..................................................   10
    - The Investment Adviser/Transfer Agent/Dividend Agent................   10
    - The Underwriter and Distribution Expenses...........................   10
    - Portfolio Expenses..................................................   11
    - Brokerage Allocation................................................   11
Valuation of Securities...................................................   11
Capital Stock.............................................................   12
Dividends and Capital Gains Distributions.................................   12
Taxation..................................................................   12
How to Buy Portfolio Shares...............................................   13
    - General Purchase Information........................................   13
    - Alternative Purchase Arrangements...................................   13
    - Class A Shares--Initial Sales Charge Alternative....................   13
    - Class B and H Shares--Contingent Deferred Sales Charge
        Alternatives......................................................   15
    - Class C Shares--Level Sales Charge Alternative......................   15
Redemption................................................................   16
    - Contingent Deferred Sales Charge....................................   17
Shareholder Inquiries.....................................................   18
Account Application.......................................................   19
Automated Clearing House (ACH) Agreement..................................   22
</TABLE>

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 Portfolio 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.

CLASS SHARES

The Portfolio  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. This fee is lower than
the other  classes and  therefore Class  A shares  have lower  expenses and  pay
higher dividends. See "How to Buy Portfolio 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 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
Portfolio 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
Portfolio'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 Portfolio Shares--Class  C
Shares."

                                       2
<PAGE>
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, (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.

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

- ------------------------
  *Since  the  Portfolio  also  pays  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  Portfolio
   Shares--Class A Shares."

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

<TABLE>
<CAPTION>
                                            CLASS A     CLASS B AND     CLASS C
                                             SHARES       H SHARES       SHARES
                                          ------------  ------------  ------------
<S>                                       <C>           <C>           <C>
Management Fees.........................        1.00%         1.00%         1.00%
12b-1 fees..............................         .25%         1.00%         1.00%
Other Expenses..........................         .48%          .48%          .48%
                                                 ---           ---           ---
  TOTAL PORTFOLIO OPERATING EXPENSES....        1.73%         2.48%         2.48%
                                                 ---           ---           ---
</TABLE>

The  purpose of  these tables  is to  assist the  investor in  understanding the
various costs and expenses that an investor in the Portfolio will bear,  whether
directly or indirectly. For a more complete description of the various costs and
expenses,  see "Management" and  "How to Buy  Portfolio Shares." The information
set forth in the table reflects actual expenses incurred during fiscal 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>
                                          1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                          ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>
Class A Shares..........................   $64      $ 99      $137       $242
Class B and H Shares....................   $61      $104      $150       $263
Class C Shares..........................   $35      $ 77      $132       $282
</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....................   $25      $ 77      $132       $263
Class C Shares..........................   $25      $ 77      $132       $282
</TABLE>

The above example  uses fiscal  year 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.

                                       3
<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 Portfolio and
the  independent  auditors'  report  of  KPMG  Peat  Marwick  LLP  found  in the
Portfolio's 1995 Annual Report  to Shareholders, which  may be obtained  without
charge.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                                                                                                FOR THE PERIOD JULY
                                                                     CLASS A                         8, 1991**
                                                             YEAR ENDED OCTOBER 31,               (COMMENCEMENT OF
                                                    -----------------------------------------   OPERATIONS) THROUGH
                                                      1995       1994       1993       1992       OCTOBER 31, 1991
- --------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of period..............  $ 14.78    $ 14.42    $ 11.52    $ 10.87    $     10.05
- --------------------------------------------------------------------------------------------------------------------
Operations:
  Investment income (loss) - net..................     (.09)      (.04)      (.12)        --             --
  Net realized and unrealized gains (losses) on
   investments....................................     3.55        .40       3.02        .68            .82
- --------------------------------------------------------------------------------------------------------------------
Total from operations.............................     3.46        .36       2.90        .68            .82
- --------------------------------------------------------------------------------------------------------------------
Distributions to shareholders:
  From investment income - net....................       --         --         --       (.02)            --
  From net realized gains.........................       --         --         --       (.01)            --
- --------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders...............       --         --         --       (.03)            --
- --------------------------------------------------------------------------------------------------------------------
Net asset value, end of period....................  $ 18.24    $ 14.78    $ 14.42    $ 11.52    $     10.87
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
Total Return@.....................................    23.41%      2.50%     25.17%      6.24%          8.16%
- --------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)..........  $68,302    $55,214    $28,226    $10,727    $     6,249
Ratio of expenses to average daily net assets.....     1.73%      1.72%      2.19%      2.25%          2.25%*
Ratio of net investment income (loss) to average
 daily net assets.................................     (.55)%     (.35)%    (1.01)%     (.04)%          .30%*
Portfolio turnover rate...........................       27%        21%        37%        31%             8%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                                                     FOR THE PERIOD NOVEMBER 14, 1994
                                                       (COMMENCEMENT OF OPERATIONS)
                                                         THROUGH OCTOBER 31, 1995
                                                    ----------------------------------
                                                    CLASS B      CLASS C      CLASS H
                                                      1995         1995         1995
- --------------------------------------------------------------------------------------
<S>                                                 <C>          <C>          <C>
Net asset value, beginning of period..............  $ 14.60      $ 14.60      $ 14.60
- --------------------------------------------------------------------------------------
Operations:
  Investment income (loss) - net..................     (.09)        (.09)        (.09)
  Net realized and unrealized gains...............     3.61         3.62         3.61
- --------------------------------------------------------------------------------------
Total from operations.............................     3.52         3.53         3.52
- --------------------------------------------------------------------------------------
Distributions to shareholders.....................       --           --           --
- --------------------------------------------------------------------------------------
Net asset value, end of period....................  $ 18.12      $ 18.13      $ 18.12
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Total Return@.....................................    24.11%       24.18%       24.11%
- --------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)..........  $   991      $   434      $ 2,141
Ratio of expenses to average daily net assets.....     2.48%*       2.48%*       2.48%*
Ratio of net investment income (loss) to average
 daily net assets.................................    (1.42)%*     (1.55)%*     (1.46)%*
Portfolio turnover rate...........................       27%          27%          27%
</TABLE>

  * ANNUALIZED.
  ** THE  PORTFOLIO'S  INCEPTION  WAS  MARCH 25,  1991,  WHEN  IT  WAS INITIALLY
     CAPITALIZED. HOWEVER,  THE PORTFOLIO'S  SHARES DID  NOT BECOME  EFFECTIVELY
     REGISTERED   UNDER  THE  SECURITIES  ACT  OF   1933  UNTIL  JULY  8,  1991.
     SUPPLEMENTARY INFORMATION IS NOT  PRESENTED FOR THE  PERIOD FROM MARCH  25,
     1991  THROUGH JULY  7, 1991 AS  THE PORTFOLIO'S SHARES  WERE NOT REGISTERED
     DURING THAT PERIOD.
 @ THESE  ARE  THE  PORTFOLIO'S  TOTAL  RETURNS  DURING  THE  PERIOD,  INCLUDING
   REINVESTMENT   OF  ALL  DIVIDEND  AND  CAPITAL  GAINS  DISTRIBUTIONS  WITHOUT
   ADJUSTMENTS FOR SALES CHARGE.

                                       4
<PAGE>
The Portfolio 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.  The Portfolio  may
advertise  its relative performance as compiled by outside organizations such as
Lipper Analytical or Wiesenberger, or refer to publications which have mentioned
the Portfolio, Fortis Advisers, or their personnel, and also may advertise other
performance items as set forth in  the Statement of Additional Information.  The
performance  discussion required  by the  Securities and  Exchange Commission is
found in  the  Portfolio's  Annual  Report to  Shareholders  and  will  be  made
available without charge upon request.

ORGANIZATION AND CLASSIFICATION

The  Portfolio  is  the  only established  series  of  Fortis  Worldwide. Fortis
Worldwide was incorporated under  Minnesota law in 1991  and is registered  with
the  Securities and Exchange Commission under the Investment Company Act of 1940
(the "1940 Act") as a "nondiversified, open-end management investment company".

Although the  Portfolio is  classified as  a nondiversified  investment  company
under  the  1940  Act, it  is  still  required to  meet  certain diversification
requirements in order to qualify as a "regulated investment company" for Federal
income tax purposes  under the Internal  Revenue Code of  1986, as amended  (the
"Code").  To so qualify, the  Portfolio must diversify its  holdings so that, at
the close of each quarter of its taxable year, (a) at least 50% of the value  of
its  total assets is represented  by cash, cash items,  securities issued by the
U.S. Government, its  agencies and  instrumentalities, the  securities of  other
regulated  investment  companies, and  other  securities limited  generally with
respect to any one issuer to an amount  not more than 5% of the total assets  of
the Portfolio and not more than 10% of the outstanding voting securities of such
issuer,  and (b) not more than 25% of  the value of its total assets is invested
in the  securities of  any issuer  (other  than securities  issued by  the  U.S.
Government,  its  agencies  or  instrumentalities, or  the  securities  of other
regulated investment companies), or  in two or more  issuers that the  Portfolio
controls and that are engaged in the same or similar trades or businesses.

INVESTMENT OBJECTIVES AND POLICIES; RISK CONSIDERATIONS

The  Portfolio's primary investment objective is long-term capital appreciation.
Current income  is a  secondary objective.  The Portfolio  seeks its  objectives
primarily  by investing  in a global  portfolio of  equity securities, allocated
among the markets of the U.S. and other, possibly diverse, countries and regions
of the world. The  Portfolio is designed  for investors who  wish to accept  the
risks  entailed in such  investments, which are  different from those associated
with a portfolio consisting entirely of  U.S. securities. There is no  assurance
that  the Portfolio's  investment objectives  will be  achieved. The Portfolio's
investment objectives could  be changed without  shareholder approval. While  no
such  change  is contemplated,  such a  change could  result in  the Portfolio's
objectives differing from those deemed appropriate by an investor at the time of
investment.

Although the Portfolio is not required to maintain any particular geographic  or
currency  mix  of  its  investments, nor  required  to  maintain  any particular
proportion of stocks, bonds or other securities in its portfolio, the Portfolio,
in view of  its investment objectives,  currently expects to  invest its  assets
primarily  in common  stocks of U.S.  and non-U.S. issuers.  Under normal market
conditions, the Portfolio invests approximately 55 to 65% of its total assets in
equity securities of established growth  companies which have achieved a  record
of  operating  earnings over  the past  five-year  period. Such  companies would
usually be located  in the  United States,  Canada, the  United Kingdom,  Japan,
Australia,  and other Western  European nations. These  companies will also have
paid or  have  the ability  to  pay  a dividend.  Established  growth  companies
typically  have less  sensitivity to general  economic trends,  tend to generate
above average  returns on  invested capital,  and have  leadership positions  in
their  respective  industries. When  selecting  securities of  non-U.S. issuers,
Advisers considers additional  factors related  to the country  of the  non-U.S.
issuer,  including  foreign currency  exchange, the  political stability  of the
country of such non-U.S. issuer, foreign regulations, and settlement  practices.
In  addition, the Portfolio  may invest up to  35 to 45% of  its total assets in
equity securities in U.S. and non-U.S.  emerging growth companies and in  global
emerging  markets. Emerging  growth companies  are smaller-sized  companies that
Advisers believes have a potential for  earnings growth over time that is  above
the  growth rate of more established companies or are early in their life cycles
and have the potential to become major enterprises. The Portfolio has no minimum
size requirements for the emerging growth companies in which it will invest.  As
used  in this Prospectus,  global emerging markets  are countries categorized as
emerging markets  by the  International Finance  Corporation, the  World  Bank's
private sector division. Such countries may be located in various regions of the
world,  such as the  Far East, Asia,  Central Europe and  Latin America, and may
include but  are  not limited  to  Indonesia, Malaysia,  China,  India,  Mexico,
Argentina,  Chile, Brazil,  Peru, Hungary, Poland  and the  Czech Republic. Such
markets tend to  be in  the less economically  developed regions  of the  world.
General  characteristics of emerging market countries also include lower degrees
of political stability, a high demand for capital investment, a high  dependence
on  export markets for their major industries,  a need to develop basic economic
infrastructures, and rapid economic growth. The Portfolio may invest in any kind
of equity security including common stocks, preferred stocks, and warrants.  The
above investments involve certain risks.

For  investment purposes,  an issuer is  typically considered as  domiciled in a
particular country if  it is  incorporated under the  laws of  that country,  at
least  50%  of the  value of  its assets  are  located in  that country,  and it
normally derives at least  50% of its  income from operations  or sales in  that
country.  For issuers  which do not  meet this criteria,  Advisers will consider
where an issuer

                                       5
<PAGE>
has its principal activities and interests, taking into account such factors  as
the   location  of  the  issuer's  assets,  personnel,  sales  and  earnings  in
determining the country of an issuer.

The Portfolio may  invest substantially  or primarily in  investment grade  debt
securities  of U.S.  and non-U.S. issuers  when the total  return available from
investments in such securities  may equal or exceed  the total return  available
from   investments  in  equity  securities.  The  Portfolio  may  invest  up  to
substantially all of  its assets  in high quality  debt securities  of U.S.  and
non-U.S.  issuers when  the Portfolio  is temporarily  in a  defensive position.
"High quality"  debt securities  are  securities rated  within  one of  the  two
highest  ratings categories of Moody's  Investors Service, Inc. ("Moody's") (Aaa
and Aa) or of Standard & Poor's Corporation ("S&P") (AAA and AA), or  comparably
rated by another nationally recognized rating agency, or, if unrated, determined
to  be  of comparable  quality  by Advisers.  During  periods of  extreme market
volatility or uncertainty,  cash will  be utilized to  preserve the  Portfolio's
assets.  Utilization of cash will occur  during periods of excessive speculation
in the global markets or when management determines that common stock valuations
have  reached  unacceptable  levels.   Moreover,  should  extraordinary   market
conditions  warrant,  the Portfolio  may  temporarily be  primarily  invested in
securities of  U.S. issuers.  To  enable the  Portfolio  to respond  to  general
economic  changes  and  market conditions  around  the world,  the  Portfolio is
authorized to invest up to 100% of its assets in either equity securities or  in
debt securities.

The  debt obligations  in which  the Portfolio may  invest include  a variety of
government bonds and corporate debt obligations. Government bonds the  Portfolio
may  purchase include debt obligations issued or guaranteed by the United States
or foreign governments (including foreign states, provinces, or  municipalities)
or  their agencies, authorities, or instrumentalities  and also may include debt
obligations issued by  supranational entities, which  entities are organized  or
supported  by several national governments, such as the World Bank and the Asian
Development Bank.  Other debt  obligations  held by  the Portfolio  may  include
corporate  bonds of U.S.  and non-U.S. issuers  and debt obligations convertible
into equity securities or having attached warrants or rights to purchase  equity
securities.

The  Portfolio will limit  its purchases of debt  securities to investment grade
obligations. "Investment grade" debt includes those securities rated within  one
of  the four highest ratings  categories of Moody's (Aaa, Aa,  A, and Baa) or of
S&P (AAA, AA, A, and BBB), or comparably rated by another nationally  recognized
rating  agency,  or,  if unrated,  determined  to  be of  comparable  quality by
Advisers.

The Portfolio expects that a large portion  of the debt investments held by  the
Portfolio  will  be government  or corporate  bonds  rated (at  the time  of the
Portfolio's investment)  within one  of the  two highest  ratings categories  of
Moody's  (Aaa and  Aa) or of  S&P (AAA and  AA), or comparably  rated by another
nationally recognized rating agency, or,  if unrated, determined by Advisers  to
be  of  comparable  quality.  Securities  rated  Baa  or  BBB  have  speculative
characteristics and changes  in economic conditions  or other circumstances  are
more  likely  to lead  to a  weakened  capacity to  make principal  and interest
payments than is the case with higher grade securities. The Portfolio may retain
a portfolio security whose  rating has changed if  the security otherwise  meets
the  Portfolio's investment objectives and investment criteria, provided that no
more than 5% of the  Portfolio's net assets may be  invested in a debt  security
rated  lower  than  Baa  or  BBB,  or  comparably  rated  by  another nationally
recognized rating  agency. A  description  of the  Moody's  and S&P  ratings  is
included as an appendix to the Statement of Additional Information.

The  Portfolio currently  contemplates that  it will  consider investments  in a
number of the major stock markets worldwide, including the United States, and in
several emerging markets. The Portfolio intends to maintain a diversified global
portfolio during most periods of time.  The Portfolio normally invests at  least
65%  of its assets in issues of  not less than three different countries. Issues
of any one country other than the United States and Japan will represent no more
than 25% of  the Portfolio's total  assets under normal  market conditions.  The
Portfolio  may  purchase  securities that  are  issued  by the  government  or a
corporation or  financial  institution of  one  nation but  denominated  in  the
currency of another nation (or a multinational currency unit).

As  discussed above, the Portfolio  may from time to  time concentrate more than
25% of its total assets in companies located in Japan. Such companies  generally
do  not  provide all  of the  disclosures  required by  U.S. law  and accounting
practice, and their disclosures  may be less timely  than required by such  laws
and practices.

Japan  has a democratic form of government and has a population of approximately
122 million. The  Japanese economy  is heavily  industrial and  export-oriented.
Although  Japan  is  dependent upon  foreign  countries for  raw  materials, its
balance of payment in recent years has been strong and positive.

Japan has eight stock exchanges, but over 80% of all trading is conducted on the
Tokyo Stock Exchange. Prices of stocks  listed on the stock exchange are  quoted
continuously  during regular  business hours.  Trading commissions  are at fixed
scale rates which vary by the type and the value of the transaction, but can  be
negotiable for large transactions.

Securities in Japan are denominated and quoted in its currency, the yen. Yen are
fully  convertible and  transferable based on  floating exchange  rates into all
currencies, without administrative or legal restrictions, for both  nonresidents
and residents of Japan.

Advisers  evaluates  currencies on  the basis  of fundamental  economic criteria
(e.g., relative  inflation and  interest  rate levels  and trends,  growth  rate
forecasts,  balance  of  payments  status, and  economic  policies)  as  well as
technical and political data. If the currency in which a security is denominated
appreciates against  the U.S.  dollar, the  dollar value  of the  security  will
increase.  Conversely,  a decline  in the  exchange rate  of the  currency would

                                       6
<PAGE>
adversely affect the value  of the security expressed  in dollars. However,  the
Portfolio  may seek to  protect itself against  such negative currency movements
through  the  use  of  hedging   techniques.  See  "Investment  Objectives   and
Policies--Options, Futures, and Currency Strategies."

DELAYED  DELIVERY  TRANSACTIONS. The  Portfolio may  purchase or  sell portfolio
securities on a when-issued  or delayed delivery  basis. When-issued or  delayed
delivery  transactions arise when securities are purchased by the Portfolio with
payment and delivery  to take place  in the future  in order to  secure what  is
considered to be an advantageous price and yield to the Portfolio at the time of
entering  into  the transaction.  The  value of  fixed  income securities  to be
delivered in  the future  will fluctuate  as interest  rates vary.  Because  the
Portfolio  must set aside cash  or liquid high grade  debt securities to satisfy
its  commitments  to  purchase  when-issued  or  delayed  delivery   securities,
management  of  the Portfolio's  investments may  be  limited by  commitments to
purchase when-issued or delayed delivery securities.

To the extent the Portfolio engages  in when-issued or delayed transactions,  it
will do so for the purpose of acquiring portfolio securities consistent with the
Portfolio's  investment  objectives  and policies  and  not for  the  purpose of
investment leverage or to speculate in interest rate changes. The Portfolio will
only make  commitments  to  purchase  securities on  a  when-issued  or  delayed
delivery  basis with the intention of actually acquiring the securities, but the
Portfolio reserves the right to sell these securities before the settlement date
if deemed advisable.

The purchase  of  securities on  a  when-issued, delayed  delivery,  or  forward
commitment  basis  exposes  the Portfolio  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 Portfolio's net asset value to  the
extent  that  the  Portfolio  purchases  securities  on  a  when-issued, delayed
delivery, or  forward  commitment  basis  while  remaining  substantially  fully
invested.

INVESTMENT IN MONEY MARKET INVESTMENTS. The Portfolio retains the flexibility to
respond  promptly to changes in market  and economic conditions. Accordingly, in
the interest  of  preserving  shareholder's  capital  and  consistent  with  the
Portfolio's  investment objectives,  Advisers may  employ a  temporary defensive
investment strategy if it  determines such a strategy  to be warranted. Under  a
temporary defensive strategy, the Portfolio may hold cash (U.S. dollars, foreign
currencies,  or multinational currency units) and/  or invest any portion or all
of its assets  in high  quality money market  instruments. It  is impossible  to
predict  when  or for  how long  the Portfolio  will employ  temporary defensive
strategies. The Portfolio also may temporarily hold cash (U.S. dollars,  foreign
currencies,  or multinational  currency units)  and may  invest in  high quality
money market  instruments  pending investment  of  proceeds from  new  sales  of
Portfolio shares or to meet ordinary daily cash needs.

Money  market instruments in which the Portfolio may invest include, but are not
limited to, the  following instruments  of U.S. or  foreign issuers:  government
securities,   commercial   paper,   bank  certificates   of   deposit,  bankers'
acceptances, and repurchase  agreements relating  to any of  the foregoing.  For
temporary  defensive reasons, such as during times of international political or
economic uncertainty, most or all of the Portfolio's investments may be made  in
the United States and denominated in U.S. dollars.

REPURCHASE AGREEMENTS. The Portfolio may invest in repurchase agreements.

RESTRICTED  SECURITIES. The Portfolio  may invest up  to 5% of  the value of its
total assets (at the time of investment) in securities which are not  registered
under the applicable securities laws of the country in which such securities are
traded and for which no alternative market is readily available (such securities
are referred to herein as "restricted securities"). This policy is restricted by
a  further nonfundamental policy that prohibits more than an aggregate of 10% of
the Portfolio's assets from being  invested in: (a) restricted securities  (both
debt  and equity) or  in equity securities  of any issuer  which are not readily
marketable; (b) repurchase agreements with a  maturity of more than seven  days;
and (c) over-the-counter option and futures contracts.

BORROWINGS.  The  Portfolio may  borrow from  banks  for temporary  or emergency
purposes. The Portfolio also may engage in "roll" transactions which involve the
sale of  securities together  with a  commitment (for  which the  Portfolio  may
receive  a fee) to purchase  similar, but not identical,  securities at a future
date. The Portfolio  will maintain in  a segregated account  with its  custodian
cash, U.S. government securities, or other liquid, high-grade debt securities in
an amount sufficient to cover its obligations under "roll" transactions.

The  Portfolio's borrowings through banks and  roll transactions will not exceed
33 1/3% of its  total assets, i.e.,  the Portfolio's total  assets at all  times
will  equal at least 300% of the amount of outstanding borrowings. The Portfolio
will not purchase securities while borrowings (including "roll" transactions) in
excess of 5% of its total assets are outstanding. If market fluctuations in  the
value  of the  portfolio holdings  of the Portfolio  or other  factors cause the
ratio of the Portfolio's  total assets to outstanding  borrowings to fall  below
300%,  within  three days  (excluding Sundays  and holidays)  of such  event the
Portfolio may be required to sell portfolio securities to restore the 300% asset
coverage, even  though  from  an  investment  standpoint  such  sales  might  be
disadvantageous.

SECURITIES  LENDING. The Portfolio is authorized  to make loans of its portfolio
securities to broker-dealers or to  other institutional investors. The  borrower
must maintain with the Portfolio's custodian collateral consisting of cash, U.S.
government  securities or other  liquid, high-grade debt  securities equal to at
least 100% of the value of  the borrowed securities, plus any accrued  interest.
The  Portfolio will receive any interest paid on the loaned securities and a fee
and/or   a   portion    of   the    interest   earned    on   the    collateral.

                                       7
<PAGE>
The  Portfolio will limit its  loans of portfolio securities  to an aggregate of
30% of the  value of its  total assets, measured  at the time  any such loan  is
made.  ("Total assets" of the Portfolio includes  the amount lent as well as the
collateral securing such loans.)

OPTIONS, FUTURES, AND CURRENCY  STRATEGIES. To attempt  to increase return,  the
Portfolio  may write covered call options  on securities it holds; this strategy
will be employed only when, in the opinion of Advisers, the size of the  premium
the  Portfolio receives  for writing  the option  is adequate  to compensate the
Portfolio against the risk that appreciation in the underlying security may  not
be  fully realized if the option is  exercised. The Portfolio also is authorized
to write covered put options to attempt to enhance return.

The Portfolio may use forward currency contracts and certain options and futures
strategies to attempt to hedge its portfolio, i.e., reduce the overall level  of
investment  risk  normally  associated  with  the  Portfolio.  There  can  be no
assurance that such efforts will succeed.

To attempt  to  hedge  against  adverse  movements  in  exchange  rates  between
currencies,  the Portfolio  may enter  into forward  currency contracts  for the
purchase or  sale of  a specified  currency  at a  specified future  date.  Such
contracts  may involve the  purchase or sale  of a foreign  currency against the
U.S. dollar or may involve two foreign currencies. The Portfolio may enter  into
forward  currency contracts either with respect to specific transactions or with
respect to  the portfolio  positions of  the Portfolio.  For example,  when  the
Portfolio anticipates making a purchase or sale of a security, it may enter into
a  forward currency contract  in order to  set the rate  (either relative to the
U.S. dollar  or  another currency)  at  which a  currency  exchange  transaction
related  to the purchase or  sale will be made.  Further, when Advisers believes
that a particular currency  may decline compared to  the U.S. dollar or  another
currency,  the Portfolio may enter into a  forward contract to sell the currency
Advisers expects to decline in an amount approximating the value of some or  all
of  the  portfolio securities  of the  Portfolio  denominated in  that currency.
Although forward contracts will be used primarily to protect the Portfolio  from
adverse currency movements, they also involve the risk that anticipated currency
movements will not be accurately predicted. The Portfolio also may write covered
call  options and purchase put  and call options on  currencies to hedge against
movements in exchange rates.

The Portfolio may write covered call  options and purchase put and call  options
on  equity and debt securities to hedge  against the risk of fluctuations in the
prices of securities held by the Portfolio or which Advisers intends to  include
in  the  Portfolio. The  Portfolio  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  Portfolio  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 Portfolio may  write only  "covered" call options.  An option  written on  a
security  or currency is "covered"  when, so long as  the Portfolio is obligated
under the option,  it owns the  underlying security or  currency. The  Portfolio
will  "cover"  options  on  futures  contracts it  writes  by  maintaining  in a
segregated account either  marketable securities which,  in Advisers'  judgment,
correlate  to  the  underlying  futures  contract or  an  amount  of  cash, U.S.
government securities or  other liquid,  high quality debt  securities equal  in
value  to the  amount the  Portfolio would  be required  to pay  were the option
exercised.

The Portfolio has adopted two nonfundamental investment restrictions on the  use
of  options, futures, and  forward contracts. The first  restriction is that the
Portfolio will  not  enter  into  any  options,  futures,  or  forward  contract
transactions  if  immediately thereafter  the amount  of  premiums paid  for all
options, initial  margin deposits  on all  futures contracts  and/or options  on
futures  contracts, and collateral  deposited with respect  to forward contracts
held by or entered  into by the Portfolio  would exceed 5% of  the value of  the
total  assets of  the Portfolio.  The second  restriction is  that the aggregate
value of  the Portfolio's  assets  covering, subject  to,  or committed  to  all
options,  futures, and forward contracts will not exceed 20% of the value of the
total assets  of the  Portfolio. However,  the Portfolio  intends to  limit  its
investment  in futures during the coming year so that the aggregate value of the
Portfolio's assets subject to futures contracts will not exceed 5% of the  value
of its net assets. In addition, investments in options are further restricted by
a  nonfundamental  investment  restriction  that  prohibits  the  Portfolio from
investing more than an aggregate of 10% of the value of its total assets in: (a)
restricted securities (both  debt and  equity) or  in equity  securities of  any
issuer  which  are  not readily  marketable;  (b) repurchase  agreements  with a
maturity of more than seven days; and (c) over-the-counter option contracts.

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

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.  The
Portfolio  may invest in  either type of zero  coupon obligation. The investment
policies and restrictions applicable to  corporate and government securities  in
the  Portfolio shall apply equally to the Portfolio's investments in zero coupon
securities (including, for example, minimum corporate bond ratings).

                                       8
<PAGE>
VARIABLE AMOUNT MASTER DEMAND NOTES. The Portfolio may invest in variable amount
master demand  notes. These  instruments  are short-term,  unsecured  promissory
notes issued by corporations to finance short-term credit needs.

DEPOSITORY RECEIPTS. The Portfolio may hold equity securities of foreign issuers
in the form of American Depository Receipts ("ADRs") and the European Depository
Receipts  ("EDRs,"  which are  sometimes referred  to as  Continental Depository
Receipts or "CDRs") or other securities convertible into securities of  eligible
European  or  Far  Eastern  issuers. These  securities  may  not  necessarily be
denominated in  the  same currency  as  the securities  for  which they  may  be
exchanged.  ADRs  are receipts  typically issued  by an  American bank  or trust
company which evidence ownership  of underlying securities  issued by a  foreign
corporation.  EDRs are receipts issued in  Europe typically by foreign banks and
trust  companies  that  evidence  ownership   of  either  foreign  or   domestic
securities.  Generally,  ADRs in  registered form  are designed  for use  in the
United States securities markets and EDRs in bearer form are designed for use in
European  securities  markets.  For  purposes  of  the  Portfolio's   investment
policies,  the Portfolio's  investments in  ADRs and EDRs  will be  deemed to be
investments in the equity securities representing securities of foreign  issuers
into which they may be converted.

WARRANTS  OR RIGHTS.  Warrants or  rights may  be acquired  by the  Portfolio in
connection with other securities  or separately and  provide the Portfolio  with
the  right to  purchase at  a later date  other securities  of the  issuer. As a
condition  of  its  continuing  registration  in  a  state,  the  Portfolio  has
undertaken  that its investments in  warrants or rights, valued  at the lower of
cost or market, will not exceed 5% of  the value of its net assets and not  more
than  2% of such  assets will be invested  in warrants and  rights which are not
listed on established stock  exchanges, such as the  London, Tokyo, or New  York
Stock  Exchanges.  Warrants or  rights  acquired by  the  Portfolio in  units or
attached to securities will be  deemed to be without  value for purpose of  this
restriction.  These  limits may  be changed  by the  Board of  Directors without
shareholder approval.

SHORT SALES AGAINST THE BOX. The Portfolio may sell a security to the extent the
Portfolio 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 Portfolio.

RISK CONSIDERATIONS. The Portfolio's net asset value will fluctuate,  reflecting
fluctuations  in  the market  value of  its  portfolio positions.  The Portfolio
normally will invest in a substantial number of issuers; however, the  Portfolio
will operate as a "nondiversified" mutual fund to enable the Portfolio to invest
more  than 5%  of its assets  in the securities  of single issuers.  Since, as a
"nondiversified" fund, the Portfolio is permitted to invest a greater proportion
of its assets in the  securities of a smaller  number of issuers, the  Portfolio
may be subject to greater investor risk with respect to its individual portfolio
than an investment company which is more broadly diversified.

According  to Advisers, as of December 31,  1995, approximately 60% of the total
equity market  capitalization  worldwide  was  represented  by  non-U.S.  equity
securities.  Moreover,  from time  to  time the  equity  and debt  securities of
issFuers located outside the U.S. have substantially outperformed the equity and
debt securities  of  U.S.  issuers.  Accordingly,  Advisers  believes  that  the
Portfolio's  policy  of  investing  in equity  and  debt  securities  of issuers
throughout the world  may enable the  achievement of results  superior to  those
produced  by mutual funds with similar objectives to those of the Portfolio that
invest solely in U.S. equity and debt securities.

Nonetheless, foreign  investing does  entail certain  risks. The  securities  of
non-U.S.  issuers generally will not be registered with, nor the issuers thereof
be subject to, the  reporting requirements of the  U.S. Securities and  Exchange
Commission.  Accordingly, there may be less publicly available information about
foreign securities and issuers than  is available about domestic securities  and
issuers.  Foreign companies are not subject  to uniform accounting, auditing and
financial reporting standards, practices,  and requirements comparable to  those
applicable  to domestic companies. Securities of some foreign companies are less
liquid and  their prices  may be  more volatile  than securities  of  comparable
domestic  companies.  Settlement  periods  for  foreign  securities,  which  are
sometimes longer than those for securities of U.S. issuers, may affect portfolio
liquidity. These  different settlement  practices  may cause  missed  purchasing
opportunities  and/or the loss of interest  on money market and debt investments
pending further equity or long-term debt investments.

Investing in both U.S. and  non-U.S. emerging growth companies involves  certain
special  risks.  Emerging  growth  companies  may  have  limited  product lines,
markets, or  financial  resources,  and  they may  be  dependent  on  a  limited
management  group. The securities of emerging  growth companies may have limited
market stability and may be subject  to more abrupt or erratic market  movements
than  securities of larger, more established companies or the market averages in
general.

The risks of foreign investing are of greater concern in the case of investments
in emerging markets  which may exhibit  greater price volatility  and have  less
liquidity.  Further, the  economies of  emerging market  countries generally are
heavily dependent upon international trade  and, accordingly, have been and  may
continue  to be  adversely affected  by trade  barriers, managed  adjustments in
relative currency values, and other protectionist measures imposed or negotiated
by the countries  with which they  trade. These emerging  market economies  also
have  been and may continue  to be adversely affected  by economic conditions in
the countries with which they trade.

In addition, with respect to some foreign countries, there is the possibility of
expropriation or confiscatory taxation, limitations  on the removal of funds  or
other assets of the Portfolio, political, or

                                       9
<PAGE>
social  instability, or diplomatic  or economic developments  which could affect
the Portfolio's  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, rate  of
savings  and  capital  reinvestment, resource  self-sufficiency  and  balance of
payments positions. It  is anticipated  that substantially all  of the  equities
purchased  by the Portfolio will be  listed on foreign exchanges. Trading volume
on foreign and emerging market stock  exchanges is substantially less than  that
on the New York Stock Exchange. They also have further risks due to permanent or
temporary  termination  of trading  and greater  spreads  between bid  and asked
prices for securities  in such  markets. In  addition, there  is generally  less
government  supervision and regulation of  foreign stock exchanges. Furthermore,
stock markets  in emerging  markets, such  as  nations in  the Far  East,  while
offering  opportunities  for substantial  returns, can  be more  volatile during
periods of investment  uncertainty than established  major exchanges. Shares  of
the  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 markets. The Portfolio may incur additional costs because of
generally  higher  foreign brokerage  commissions  and the  additional custodial
costs  associated  with  maintaining  securities.  Advisers  will  rely  on  its
worldwide financial and investment expertise to attempt to limit these risks.

Since  the  Portfolio  may  invest substantially  in  securities  denominated in
currencies other than the U.S. dollar, and since the Portfolio may hold  foreign
currencies,  the Portfolio may be affected  favorably or unfavorably by exchange
control regulations or changes in the exchange rates between such currencies and
the U.S. dollar. Changes in currency exchange rates will influence the value  of
dividends  and interest earned by the Portfolio and gains and losses realized by
the Portfolio. Exchange rates are determined by the forces of supply and  demand
in  the foreign exchange markets. These forces are affected by the international
balance of  payments and  other economic  and financial  conditions,  government
intervention,  speculation, and  other factors.  In addition,  the Portfolio may
incur costs  associated with  currency  hedging and  the conversion  of  foreign
currency  into U.S. dollars and may be  adversely affected by restriction on the
conversion or transfer of foreign currency.

Also, the Portfolio's use of forward currency contracts and options and  futures
strategies would involve certain investment risks and transaction costs to which
the Portfolio might not otherwise be subject. 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
and  currency markets; imperfect  correlation between movements  in the price of
currency, options, futures contracts,  or options thereon  and movements in  the
price of the currency or security hedged or used for cover; the fact that skills
and techniques needed to trade options, futures contracts and options thereon or
to  use forward currency contracts are different from those needed to select the
securities in  which the  Portfolio 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. See "Taxation."

PORTFOLIO  TURNOVER. Although the  Portfolio does not  intend generally to trade
for short-term profits, the Portfolio may  dispose of a security without  regard
to  the time such security has been  held, when such action appears advisable to
Advisers.

MANAGEMENT

BOARD OF DIRECTORS

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

The Articles  of  Incorporation  of  Fortis Worldwide  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 Portfolio.  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 Fortis
Worldwide's business affairs, subject to the  overall authority of the Board  of
Directors.  Advisers' address  is that of  the Portfolio. Stephen  M. Poling and
James  S.  Byrd  (Executive  Vice  Presidents  of  Advisers)  have  managed  the
Portfolio,  along with other equity portfolios  of Advisers, since its inception
in 1991. Prior to joining Advisors in  1991, Mr. Byrd was Senior Vice  President
of Templeton Investment Counsel, Inc., Ft. Lauderdale, Florida.

THE UNDERWRITER AND DISTRIBUTION EXPENSES

Fortis  Investors,  Inc.  ("Investors"),  a subsidiary  of  Advisers,  is Fortis
Worldwide's underwriter. Investors' address is that of the Portfolio.  Investors
reserves  the  right to  reject any  purchase order.  The following  persons are
affiliated with  both Investors  and Fortis  Worldwide: 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, Anthony J. Rotondi, Rhonda
J.  Schwartz, Robert W. Beltz, Jr., Thomas D. Gualdoni, Richard P. Roche, Tamara
L. Fagely, John E. Hite, Carol M. Houghtby and Scott R. Plummer are officers  of
both.

Pursuant  to a Plan  of Distribution adopted  by the Portfolio  under Rule 12b-1
under the 1940 Act, the Portfolio is obligated to pay Investors an annual fee of
 .25% of average net  assets attributable to the  Portfolio's Class A shares  and
1.00% of average net assets

                                       10
<PAGE>
attributable  to Class B, H, and C shares. 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 Portfolio. 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 Portfolio  shares, including the
implementation of  various incentive  programs with  respect to  broker-dealers,
banks,  and other financial  institutions, and (b) to  pay other advertising and
promotional expenses in  connection with the  distribution of Portfolio  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  the
Portfolio attributable to the 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
Portfolio 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 Portfolio for the accounts of their clients, or which have made Portfolio
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  prohibited from  acting as  a Service  Organization, its  shareholder
clients  would  be permitted  to remain  Portfolio shareholders  and alternative
means for continuing servicing  of such shareholders would  be sought.) In  such
event  changes in the operation  of the Portfolio 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.)

PORTFOLIO EXPENSES

For the most recent fiscal year,  the annualized ratio of the Portfolio's  total
operating   expenses  (including   the  distribution  fees   referred  to  under
"Management--The Underwriter and Distribution Expenses") and their advisory fees
(which are included in operating expense, both as a percentage of average  daily
net assets were as follows:

<TABLE>
<CAPTION>
                                           TOTAL OPERATING EXPENSES
                                   ----------------------------------------
                                                   CLASS B,
                                     CLASS A       H AND C     ADVISORY FEE
- ---------------------------------------------------------------------------
<S>                                <C>           <C>           <C>
Global Growth Portfolio..........        1.73%         2.48%         1.00%
</TABLE>

While  the  Portfolio's advisory  fee is  higher  than that  paid by  many other
investment companies, it is partially offset  by the added costs which  Advisers
pays  (which other investment companies pay),  such as acting as the Portfolio's
registrar, transfer agent, and dividend agent.

BROKERAGE ALLOCATION

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

VALUATION OF SECURITIES

The Portfolio's net asset value per share is determined by dividing the value of
the  securities owned by the Portfolio, plus  any cash or other assets, less all
liabilities, by the number of the Portfolio's shares outstanding. The  portfolio
securities  in which the Portfolio invests fluctuate in value, and hence the net
asset value per share of the Portfolio  also fluctuates. The net asset value  of
the Portfolio's 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

                                       11
<PAGE>
Market System, the security generally is  valued at the last bid price.  Options
will be valued at market value or fair value, as determined in good faith by the
Board  of Directors, if no market exists.  Futures contracts will be valued in a
like manner except that  open futures contracts sales  will be valued using  the
closing  settlement price or,  in the absence  of such a  price, the most recent
quoted asked price.

When market quotations are not readily available, or when 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
Board of Directors. Trading in securities on European and Far Eastern securities
exchanges and over-the-counter  markets is  normally completed  well before  the
close of the business day in New York. However, debt securities may be valued on
the basis of valuations furnished by a pricing service which utilizes electronic
data processing techniques to determine valuations for normal institutional-size
trading  units  of debt  securities when  such valuations  are believed  to more
accurately  reflect  the  fair  market  value  of  such  securities.  Short-term
investments  in  debt  securities with  maturities  of  less than  60  days when
acquired, or which subsequently  are within 60 days  of maturity, are valued  at
amortized  cost. Purchases  and sales by  the Portfolio after  2:00 P.M. Central
Time normally are not recorded until the following day.

Any assets or liabilities initially expressed in terms of foreign currencies are
translated into U.S. dollars at the official exchange rate or, alternatively, at
the mean of the current bid and asked prices of such currencies against the U.S.
dollar last quoted by a major bank that is a regular participant in the  foreign
exchange market or on the basis of a pricing service that takes into account the
quotes  provided  by  a  number  of  such  major  banks.  If  neither  of  these
alternatives is  available  or  both  are  deemed  not  to  provide  a  suitable
methodology  for converting a  foreign currency into U.S.  dollars, the Board of
Directors in good faith will establish a conversion rate for such currency.

European or Far Eastern  securities trading may  not take place  on all days  on
which  the Exchange is open. Further, trading takes place in Japanese markets on
certain Saturdays and in various foreign  markets on days on which the  Exchange
is not open and therefore the Portfolio's net asset value is not calculated. The
calculation  of the  Portfolio's net  asset value  therefore may  not take place
contemporaneously with the determination of the prices of securities held by the
Portfolio. Events  affecting  the  values of  portfolio  securities  that  occur
between  the time their prices are determined and the close of the Exchange will
not be reflected in the Portfolio's net asset value unless management, under the
supervision of  the Board  of Directors,  determines that  the particular  event
would  materially affect net asset value. As a result, the Portfolio's net asset
value may be significantly affected by  such trading on days when the  Portfolio
is not open for shareholder purchases and redemptions.

CAPITAL STOCK

The  Portfolio 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  Portfolio 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 Portfolio'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 Portfolio may offer additional classes  of
shares.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The  Portfolio's policy is to pay dividends  from net investment income and make
distributions of any realized capital gains annually. Distributions paid by  the
Portfolio  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  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 Portfolio shares of  the same class (at  net asset value) unless  the
shareholder sends the Portfolio 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  the Portfolio,  such reinvestment  takes  place on  the dividend
record date.  If  they are  to  be reinvested  in  the other  funds,  processing
normally takes up to three business days.

TAXATION

The  Portfolio will distribute  substantially all of its  net income and capital
gains to  its shareholders.  Distributions  from the  Portfolio are  taxable  to
shareholders,  whether paid in  cash or reinvested. Dividends  paid from the net
income of the Portfolio must be treated as ordinary income by its  shareholders.
Dividends  paid from  the Portfolio'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 Portfolio.

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

Prior  to purchasing shares  of the Portfolio,  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.

                                       12
<PAGE>
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, are subject  to taxation. As  of October 31,  1995,
approximately   27%  of  the  Portfolio's   net  assets  represented  unrealized
appreciation, undistributed net investment income, and accumulated net  realized
gains or losses.

HOW TO BUY PORTFOLIO 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 exception.

While Class A 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.

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
Portfolio 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

The  Portfolio 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. The  inside  front  cover  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% 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 Portfolio or
its shareholders.

CLASS A SHARES--INITIAL SALES CHARGE ALTERNATIVE

The public offering price of Class A Portfolio 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        BROKER-
                                         OF THE        NET AMOUNT       DEALER
AMOUNT OF SALE                       OFFERING 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>

                                       13
<PAGE>
- ------------------------
* The Portfolio 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 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. 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.

    - 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; (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);

    - Fortis Worldwide 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 Fortis  Worldwide,
      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;

    - 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  Portfolio
      shares is funded by the proceeds from the redemption of shares of any such
      unrelated  mutual  fund  (within  60 days  of  the  purchase  of Portfolio
      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  the
      Portfolio, to the extent that the purchase price of such Portfolio  shares
      is  funded by the proceeds  from the surrender of  the contract (within 60
      days of  the purchase  of Portfolio  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

                                       14
<PAGE>
      related to  order  placement and  payment  to facilitate  transactions  in
      shares of the Portfolio for their clients pursuant to a sales or servicing
      agreement  with Investors; provided, however, that only those employees of
      such banks and other  firms who as  a part of  their usual duties  provide
      such  services  related to  such  transactions in  Portfolio  shares shall
      qualify.

    - Commercial banks  offering self directed  401(k) programs containing  both
      pooled and individual investment options may purchase Portfolio 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 the  Portfolio, 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

Class A shares are subject to a Rule 12b-1 fee payable at an annual rate of .25%
of  the average daily net  assets of the Portfolio  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 the
Portfolio's shares. Such shares are sold without an initial sales charge so that
the Portfolio 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  Portfolio  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 Portfolio 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  Portfolio 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

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 Portfolio 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
Portfolio  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.

Proceeds from the CDSC are paid to Investors and are used to defray its expenses
related   to  providing  distribution-related  services   to  the  Portfolio  in
connection with the sale of Class C shares, such as the payment of  compensation
to  selected broker-dealers, and for selling  Class C shares. The combination of
the CDSC and the Rule 12b-1 fee enables the Portfolio to sell the Class C shares
without deduction of a sales  charge at the time  of purchase. Although Class  C
shares  are  sold  without an  initial  sales  charge, Investors  pays  a dealer
concession equal to 1.00% of the amount

                                       15
<PAGE>
invested to broker-dealers 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

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 Portfolio  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."

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;"

    - EXCHANGE PRIVILEGE  Portfolio 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
      exchange their shares for Portfolio 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 and
      Fortis Income Portfolios (which  also have a  front-end sales charge)  may
      exchange  their shares for Class A  Portfolio shares and holders of Fortis
      Money Fund  Class A  shares may  exchange their  shares for  any class  of
      Portfolio  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  Portfolio 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 Portfolio  by telephone. Consequently, a  telephone
      exchange may be difficult to implement at those times. (See "Redemption".)
      An  exchange of shares of  one fund for those  of another fund pursuant to
      the exchange privilege is considered to  be a sale for federal income  tax
      purposes, and may result in a taxable capital gain or loss.

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 Portfolio  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 Portfolio 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  Portfolio  by certified  mail.  Share
certificates  and/or  stock  powers,  if any,  tendered  in  redemption  must be
endorsed and executed  exactly as the  Portfolio 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 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 his or  her 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

                                       16
<PAGE>
chaotic economic  or market  circumstances, a  shareholder may  have  difficulty
reaching  his or  her broker-dealer, sales  representative, or  the Portfolio by
telephone. Consequently, a telephone redemption may be difficult to implement at
those times. If  a shareholder is  unable to reach  the Portfolio 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 Fortis
Worldwide 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. Fortis Worldwide 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. Fortis Worldwide's  procedures are  to
verify  address and social security number,  tape record the telephone call, and
provide written confirmation of the transaction.

Payment will be made as  soon as possible, but not  later than three 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 Portfolio Shares."

Employees of certain Texas public educational institutions who direct investment
in  Portfolio  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.

The Portfolio 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. Portfolio shareholders actively participating in
the  Portfolio's Systematic Investment Plan  or Group Systematic Investment Plan
will not  have  their  accounts  redeemed.  Before  redeeming  an  account,  the
Portfolio  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 Portfolio 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.

The Portfolio 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.

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

The Portfolio 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 Portfolio  Shares--Special Purchase  Plans")),  the
front-end sales charge ("FESC"), will not be imposed (although Investors intends
to  pay its  registered representatives  and other  dealers that  sell Portfolio
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.

The Portfolio will waive  the CDSC in  the event of  the 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) and  each class  of transaction  that
qualifies  for exemption  from the Portfolio's  FESC (see "How  to Buy Portfolio
Shares--Special Purchase Plans"). Shares of  the Portfolio 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 Portfolio 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 (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  Portfolio. Any  reinvestment within 60  days of  a redemption on
which the  CDSC  was  paid will  be  made  without the  imposition  of  a  FESC.

                                       17
<PAGE>
Such  reinvestment will  be subject to  the same  CDSC to which  such amount was
subject prior to the redemption, but 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  the  Portfolio
exercises  its  right to  liquidate  accounts which  are  less than  the minimum
account size; (2)  death or disability,  as defined in  Section 72(m)(7) of  the
Code  (if satisfactory evidence is provided  to the Portfolio); (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 the  Portfolio's  receipt  from  the plan's
administrator or  trustee  of a  signature  guarantee and  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 $1,200--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 Portfolio 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.

                                       18
<PAGE>
FORTIS-Registered Trademark-
                        --------------------------------------------------------
                    ACCOUNT APPLICATION

                           Complete this application to open a new Fortis
                           account or to add services to an existing Fortis
                           account. For personal service, please call your
Mail to:                   investment professional or Fortis at 1-800-800-2638,
FORTIS MUTUAL FUNDS        ext. 3012.
CM-9614                    DO NOT USE TO OPEN A FORTIS IRA, SEP, 403(B) OR
St. Paul, MN 55170-9614    FORTIS MONEY FUND ACCOUNT.

________________________________________________________________________________
 1    ACCOUNT INFORMATION
________________________________________________________________________________

Please provide the information requested below:

/ /INDIVIDUAL: Please print your name, Social Security number, U.S. citizen
   status.

/ /JOINT TENANT: List all names, one Social Security number, one U.S. citizen
   status.
/ /UNIFORM GIFT/TRANSFER TO MINORS: Provide name of custodian (ONLY ONE) and
   minor, minor's Social Security number, minor's U.S. citizen status and date
   of birth of minor.

/ /TRUST: List trustee and trust title, including trust date, trust's Taxpayer
   ID number
/ /CORPORATION, ASSOCIATION, PARTNERSHIP: Include full name, Taxpayer ID number.
/ /FORTIS KEY PLAN: Include Social Security number.
/ /QUALIFIED PLAN: Include name of Plan and trustee, Plan's Taxpayer ID number.
/ / OTHER: _____________________________________________________________________
- --------------------------------------------------
Owner (Individual, 1st Joint Tenant, Custodian, Trustee) (Please print)

- ------------------------------------------------------------------------
Owner (2nd Joint Tenant, Minor, Trust Name) (Please print)

- ------------------------------------------------------------------------
Additional information, if needed

- ------------------------------------------------------------------------
Street address

- ------------------------------------------------------------------------
City                                            State            Zip

- ------------------------------------------------------------------------
Social Security number (Taxpayer ID)

(     )
- --------------------------------------------------
Daytime phone                       Date of birth
                                    (Uniform Gift/Transfer to Minors)
Date of Trust (if applicable) __________________________________________________
Are you a U.S. citizen?  / / Yes   / / No
If no, country of permanent residence __________________________________________

95749 (12/95)
________________________________________________________________________________
 2    TRANSFER ON DEATH
________________________________________________________________________________

Please indicate the Primary Beneficiary with "PB" after the beneficiary(ies)
name(s). Indicate Contingent Beneficiary with "CB." Indicate Lineal Descendant
Per Stirpes with "LDPS" if you want ownership to pass to the legal heirs of the
primary beneficiary in the event a designated beneficiary dies before the
account owner.
TOD IS ONLY AVAILABLE FOR INDIVIDUAL AND JOINT TENANTS (JTWROS) ACCOUNTS.

BENEFICIARY(IES):

Name _____________________________ SS# _________________________________________
Name _____________________________ SS# _________________________________________
Name _____________________________ SS# _________________________________________

________________________________________________________________________________
 3    INVESTMENT ACCOUNT
________________________________________________________________________________

A. PHONE ORDERS

Was order previously phoned in? If yes, date ___________________________________
Confirmation # ___________________________ Account # ___________________________
FOR PHONE ORDERS, CHECK MUST BE MADE PAYABLE TO FORTIS INVESTORS
B. MAIL-IN ORDERS

Check enclosed for $____________________________. (MADE PAYABLE TO FORTIS FUNDS)
                                                             MUST INDICATE CLASS

<TABLE>
<C>   <S>         <C>                <C>
  1)  ----------  $   ----------       A / / B / / C / / H / /
      Fund Name       Amount or %              Class
  2)              $                    A / / B / / C / / H / /
      ----------      ----------
      Fund Name       Amount or %              Class
  3)              $                    A / / B / / C / / H / /
      ----------      ----------
      Fund Name       Amount or %              Class
  4)              $                    A / / B / / C / / H / /
      ----------      ----------
      Fund Name       Amount or %              Class
  5)              $                    A / / B / / C / / H / /
      ----------      ----------
      Fund Name       Amount or %              Class
</TABLE>

________________________________________________________________________________
 4    EXEMPTION FROM SALES CHARGE
________________________________________________________________________________

CHECK IF APPLICABLE (for net asset value purchases):
/ / I am a member of one of the categories of persons listed under "Exemptions
    from Sales Charge" in the prospectus. I qualify for exemption from the sales
    charge because ____________________________________________________________.

/ / I was (within the past 60 days) the owner of a fixed annuity contract not
    deemed a security or a shareholder of an unrelated mutual fund with a front-
    end and/or deferred sales charge. I have attached the mutual fund/insurance
    check (or copy of the redemption confirmation/surrender form).
<PAGE>
________________________________________________________________________________
 5    SIGNATURE & CERTIFICATION
________________________________________________________________________________

I HAVE RECEIVED AND READ EACH APPROPRIATE FUND PROSPECTUS AND UNDERSTAND THAT
ITS TERMS ARE INCORPORATED BY REFERENCE INTO THIS APPLICATION. I AM OF LEGAL AGE
AND LEGAL CAPACITY.

I understand that this application is subject to acceptance by Fortis Investors,
Inc.

I certify, under penalties of perjury, that:

(1)  The Social Security number or Taxpayer ID number provided is correct; and
     (cross out the following if not true)

(2)  that the IRS has never notified me that I am subject to 31% backup
     withholding, or has notified me that I am no longer subject to such backup
     withholding.
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.
IF YOU ARE NOT SIGNING AS AN INDIVIDUAL, STATE YOUR TITLE OR CAPACITY (INCLUDE
APPROPRIATE DOCUMENTS VERIFYING YOUR CAPACITY).
AUTHORIZED SIGNATURE(S)
X
- --------------------------------------------------
     Owner, Custodian, Trustee                                  Date
X
- --------------------------------------------------
     Joint Owner, Trustee                                       Date
________________________________________________________________________________
 6    DEALER/REPRESENTATIVE INFORMATION
________________________________________________________________________________

- --------------------------------------------------
Representative's name (please print)

- ------------------------------------------------------------------------
Name of Broker/Dealer
- ------------------------------------------------------------------------
Branch Office address

- ------------------------------------------------------------------------
Representative's signature

                                    (     )
- ------------------------------------------------------------------------
Representative's number                 Representative's Phone Number

- ------------------------------------------------------------------------
AUTHORIZED SIGNATURE OF BROKER/DEALER
________________________________________________________________________________
 7    DISTRIBUTION OPTIONS
________________________________________________________________________________

If no option is selected, all distributions will be reinvested in the same
Fortis fund(s) selected above. Please note that distributions can only be
reinvested in the SAME CLASS.
/ / Reinvest dividends and capital gains
/ / Dividends in cash and reinvest capital gains (See Section 9 for payment
    options.)
/ / Dividends and capital gains in cash (See Section 9 for payment options.)
/ / Distributions into another Fortis fund (must be SAME CLASS).
    ____________________________________________________________________________
                Fund Name                 Fund/Account  # (if existing  account)
________________________________________________________________________________
 8    SYSTEMATIC EXCHANGE PROGRAM
________________________________________________________________________________

Fortis' Systematic Transfer Program allows you to transfer money from any Fortis
fund, in which you have a current balance of at least $1,000, into any other
Fortis fund (maximum of three), on a monthly basis. The minimum amount for each
transfer is $50. Generally, transfers between funds must be within the SAME
CLASS. See prospectus for details.

- ------------------------------------------------------------------------
Fund from which shares will be exchanged:             Effective Date

FUND(S) TO RECEIVE INVESTMENT(S):

<TABLE>
<S>                                       <C>
- --------------------------------------------------------------------------------
                  Fund                           Amount to invest monthly
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

________________________________________________________________________________
 9    WITHDRAWAL OPTIONS
________________________________________________________________________________

A. CASH DIVIDENDS

PLEASE SEND THE PAYMENT TO:

/ / My bank. (Please complete Bank Information in Section D next page.)

/ / My address of record.

B. SYSTEMATIC WITHDRAWAL PLAN

Please consult your financial or tax adviser before electing a Systematic
Withdrawal Plan.

Please redeem shares from my Fortis ______________________________________ Fund,
account number _______________________ in the amount of $______________________.

Effective Payment Date____________________________  ____________________________
                        Month                                 Day

<TABLE>
<S>           <C>                <C>      <C>
FREQUENCY:    / / Monthly        DATE:    / / Semi-Annually
              / / Quarterly               / / Annually
</TABLE>

PLEASE SEND THE PAYMENT TO:

/ / My bank. (Please complete Bank Information in Section D next page.)
/ / My address of record. (If bank option is not chosen, check will be processed
    on the 15th of every month.)

C. TELEPHONE OPTIONS

/ / TELEPHONE EXCHANGE. All exchanges must be into accounts having the identical
    registration-ownership. All authorized signatures listed in Section 5 (or
    your registered representative with shareholder consent) can make telephone
    transfers.
/ / TELEPHONE REDEMPTION ($25,000 LIMIT AND NOT AVAILABLE FOR QUALIFIED PLANS)
    If you have not changed your address in the past 60 days, you are eligible
    for this service. This option allows all authorized signatures in Section 5
    (or your registered representative with shareholder consent) to redeem up to
    $25,000 from your Fortis account.

PLEASE SEND THE PAYMENT TO:

/ / My bank. (Please complete Bank Information in Section D next page.)
/ / My address of record.
<PAGE>
(WITHDRAWAL OPTIONS, CONTINUED)

D. BANK INFORMATION

I request Fortis Financial Group (FFG) to pay sums due me by crediting my bank
account in the form of electronic entries. This authorization will remain in
effect until I notify FFG.

TYPE OF ACCOUNT:    / / Checking    / / Savings
Bank name ______________________________________________________________________
Address ________________________________________________________________________
City, State, Zip _______________________________________________________________
Name of bank account ___________________________________________________________
Bank account number ____________________________________________________________
Bank transit number ____________________________________________________________
Bank phone number ______________________________________________________________

ATTACH A VOIDED CHECK FROM YOUR BANK CHECKING ACCOUNT
________________________________________________________________________________
 10    REDUCED FRONT-END SALES CHARGES
________________________________________________________________________________

A. RIGHT OF ACCUMULATION

/ / I own shares of more than one fund in the Fortis Family of Funds, which may
entitle me to a reduced sales charge.

- --------------------------------------------------------------------------------
Name on account                           Account number

- --------------------------------------------------------------------------------
Name on account                           Account number

- --------------------------------------------------------------------------------
Name on account                           Account number

B. STATEMENT OF INTENT
I agree to invest $________ over a 13-month period beginning __________, 19__
(not more than 90 days prior to this application). I understand that an
additional sales charge must be paid if I do not complete my purchase.
________________________________________________________________________________
 11    PRIVILEGED ACCOUNT SERVICE
________________________________________________________________________________

Fortis' Privileged Account Service systematically rebalances your funds back to
your original specifications ($10,000 minimum per account). All funds must be
within the SAME CLASS.                     START DATE:__________________________

Frequency:          / / quarterly         / / semi-annually         / / annually

<TABLE>
<S>   <C>                        <C>
            Fund Selected          Percentage
              (up to 5)             (whole %)
1)    -------------------------  ---------------
2)    -------------------------  ---------------
3)    -------------------------  ---------------
4)    -------------------------  ---------------
5)    -------------------------  ---------------
</TABLE>

________________________________________________________________________________
 12    SUITABILITY
________________________________________________________________________________

NOTE: Must be completed with each fund application unless you provide
suitability information to your broker/dealer on a different form.
State In Which Application Was Signed ____________________________________

- --------------------------------------------------------------------------------
Employer

- --------------------------------------------------------------------------------
Business Address

- --------------------------------------------------------------------------------
City, state, ZIP

- --------------------------------------------------------------------------------
Occupation                                                        Age (optional)

Is customer associated with or employed by another
NASD member?    / / Yes      / / No

<TABLE>
<S>                         <C>                        <C>
- --------------------------------------------------------------------------------
Please mark one box under                                      ESTIMATED
ESTIMATED ANNUAL INCOME             ESTIMATED                     NET
and one box under                    ANNUAL                      WORTH
ESTIMATED NET WORTH                  INCOME                  (Exclusive of
                                  (All Sources)            Family Residence)

- --------------------------------------------------------------------------------
under $10,000

- --------------------------------------------------------------------------------
$10,000 - $25,000

- --------------------------------------------------------------------------------
$25,000 - $50,000

- --------------------------------------------------------------------------------
$50,000 - $100,000

- --------------------------------------------------------------------------------
$100,000 - $500,000

- --------------------------------------------------------------------------------
$500,000 - $1,000,000

- --------------------------------------------------------------------------------
Over $1,000,000

- --------------------------------------------------------------------------------
Declined

- --------------------------------------------------------------------------------
</TABLE>

Source of Funds
- --------------------------------------------------------------------------------

ESTIMATED FEDERAL TAX BRACKET
/ / 15%       / / 28%      / / 31%      / / 36%      / / 39.6%      / / Declined

INVESTMENT OBJECTIVES

/ / Growth (long-term capital appreciation)

/ / Income (cash generating)

/ / Tax-free Income

/ / Diversification
/ / Other (please specify) _________________________________________

Did you use a Fortis Asset Allocation model? / / Yes / / No
________________________________________________________________________________
 13    SYSTEMATIC INVESTMENT PLAN
________________________________________________________________________________

Complete the Automated Clearing House (ACH) Authorization Agreement Form in the
prospectus and attach a VOIDED check from your bank checking account. These
plans may be established for as little as $25.
________________________________________________________________________________
 14    OTHER SPECIAL INSTRUCTIONS
________________________________________________________________________________

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

- --------------------------------------------------------------------------------
<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:
  1)
        Fund Name                                 / / A   / / B   / / C   / / H
  2)
        Fund Name                                 / / A   / / B   / / C   / / H
  3)
        Fund Name                                 / / A   / / B   / / C   / / H
  4)
        Fund Name                                 / / A   / / B   / / C   / / H
  5)
        Fund Name                                 / / 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

<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

             Attach additional information if more space is needed.
98049 (7/95)
<PAGE>
PROSPECTUS
MARCH 1, 1996

FORTIS GLOBAL GROWTH PORTFOLIO
LONG TERM CAPITAL
APPRECIATION WITH INCOME
SECONDARY

96020 (REV. 3/96)

FORTIS-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 GLOBAL GROWTH PORTFOLIO
                      STATEMENT OF ADDITIONAL INFORMATION
                              DATED MARCH 1, 1996

Fortis  Global  Growth  Portfolio ("the  Portfolio")  is a  portfolio  of Fortis
Worldwide Portfolios,  Inc. ("Fortis  Worldwide") (prior  to January  31,  1992,
known  as  AMEV  Worldwide  Portfolios,  Inc.).  This  Statement  of  Additional
Information is NOT  a prospectus,  but should be  read in  conjunction with  the
Portfolio  Prospectus dated  March 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.

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 Portfolio 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.

                                       25
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                 PAGE
<S>                                           <C>
ORGANIZATION AND CLASSIFICATION.............          27
INVESTMENT OBJECTIVES AND POLICIES..........          27
    - Investment Objectives.................          27
    - Investment Restrictions...............          27
    - General...............................          28
    - Repurchase Agreements and Variable
      Amount Master Demand Notes............          28
    - Lending of Portfolio Securities.......          29
    - Portfolio Trading.....................          29
    - Commercial Bank Obligations...........          29
    - "Roll" Transactions...................          29
    - Options...............................          29
    - Futures Contracts and Options on
      Futures Contracts.....................          30
    - Forward Foreign Currency Exchange
      Contracts.............................          30
    - Risks of Transactions in Options,
      Futures Contracts, and Forward
      Contracts.............................          30
    - Delayed Delivery Transactions.........          31
    - Risk Factors..........................          31
    - Portfolio Turnover....................          34
DIRECTORS AND EXECUTIVE OFFICERS............          35
INVESTMENT ADVISORY AND OTHER SERVICES......          37
    - General...............................          37
    - Control and Management of Advisers and
      Investors.............................          38
    - Investment Advisory and Management
      Agreement.............................          38
PORTFOLIO TRANSACTIONS AND ALLOCATION OF
 BROKERAGE..................................          39
CAPITAL STOCK...............................          41
COMPUTATION OF NET ASSET VALUE AND PRICING..          41
SPECIAL PURCHASE PLANS......................          41
    - Statement of Intention................          42
    - Tax Sheltered Retirement Plans........          42
    - Gifts or Transfers to Minor
     Children...............................          43
    - Systematic Investment Plan............          43
    - Exchange Privilege....................          44
    - Reinvested Dividend/Capital Gains
      Distributions between Fortis Funds....          44

<CAPTION>
                                                 PAGE
<S>                                           <C>
    - Purchases by Fortis, Inc. (or its
      Subsidiaries) or Associated Persons...          44
    - Purchases by Fortis Worldwide
      Directors or Officers.................          44
    - Purchases by Representatives or
      Employees of Broker-Dealers...........          44
    - Purchases by Certain Retirement
      Plans.................................          44
    - Purchases by Registered Investment
      Companies.............................          44
    - Purchases with Proceeds from
      Redemption of Unrelated Mutual Fund
      Shares or Surrender of Certain Fixed
      Annuity Contracts.....................          44
    - Purchases by Employees of Certain
      Banks and Other Financial Services
      Firms.................................          44
    - Purchases by Commercial Banks Offering
      Self-Directed 401(k) Programs
      Containing both Pooled and Individual
      Investment Options....................          45
    - Purchases by Investment Advisers,
      Trust Companies, and Bank Trust
      Departments Exercising Discretionary
      Investment Authority or Using a Money
      Management Mutual Fund "Wrap"
      Program...............................          45
REDEMPTION..................................          45
    - Systematic Withdrawal Plan............          45
    - Reinvestment Privilege................          45
TAXATION....................................          46
UNDERWRITER.................................          47
PLAN OF DISTRIBUTION........................          47
PERFORMANCE.................................          49
FINANCIAL STATEMENTS........................          56
CUSTODIAN; COUNSEL; ACCOUNTANTS.............          56
LIMITATION OF DIRECTOR LIABILITY............          56
ADDITIONAL INFORMATION......................          56
CORPORATE BOND, PREFERRED STOCK, AND
  COMMERCIAL PAPER RATINGS.....................Appendix A
DESCRIPTION OF FUTURES, OPTIONS, AND FORWARD
 CONTRACTS.....................................Appendix B
</TABLE>

                                       26
<PAGE>
ORGANIZATION AND CLASSIFICATION

Fortis  Worldwide  may  establish  other  portfolios,  each  corresponding  to a
distinct investment portfolio and a distinct series of Fortis Worldwide's common
shares.

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

INVESTMENT OBJECTIVES AND POLICIES

INVESTMENT OBJECTIVES

The  Portfolio's primary investment objective is long-term capital appreciation.
Current income  is a  secondary objective.  The Portfolio  seeks its  objectives
primarily  by investing  in a global  portfolio of  equity securities, allocated
among diverse international markets.

INVESTMENT RESTRICTIONS

The following investment restrictions are deemed fundamental policies. They  may
be  changed only  by the  vote of  a "majority"  of the  Portfolio's outstanding
shares, which as  used in this  Statement of Additional  Information, means  the
lesser  of (i) 67% of the Portfolio'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 Portfolio's outstanding shares.

The Portfolio will not:

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

   (2) Buy  or  sell  commodities  or  commodity  contracts,  including  futures
contracts,  other than  within the limitations  set forth in  the Prospectus and
Statement of Additional Information.

   (3) Purchase  or sell  real estate  or  other interests  in real  estate,  or
interests in real estate investment trusts; however, the Portfolio may invest in
debt  securities  secured  by real  estate  or  interests therein  or  issued by
corporations which invest in real estate or interests therein.

   (4) Mortgage, pledge, hypothecate, or in any manner transfer, as security for
indebtedness, any securities owned or held by the Portfolio, provided that  this
restriction shall not apply to the transfer of securities in connection with any
permissible   borrowing  or  to  collateral   arrangements  in  connection  with
permissible activities.

   (5) Act  as an  underwriter of  securities of  other issuers,  except to  the
extent  that, in  connection with the  disposition of  portfolio securities, the
Portfolio may be deemed an underwriter under applicable laws and except that the
Portfolio may  invest  up  to 10%  of  the  value  of its  assets  (at  time  of
investment)   in  portfolio  securities  which  are  not  registered  under  the
applicable securities laws of  the country in which  such securities are  traded
and  for which no  alternative market is readily  available (such securities are
referred to herein as "restricted securities").

   (6) Purchase securities on margin,  except that the Portfolio, in  accordance
with  its  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. The  Portfolio  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 Portfolio  does not  own, a  short sale  is
"against  the box" to the extent the Portfolio contemporaneously owns or has the
right to obtain securities identical to those sold short without payment of  any
additional consideration.

   (8)  Make  loans  to  other  persons, except  that  it  may  purchase readily
marketable bonds, debentures, or other debt securities, whether or not  publicly
distributed,  enter  into repurchase  agreements,  and make  loans  of portfolio
securities to an aggregate of 30% of the value of its total assets, measured  at
the time any such loan is made.

   (9)   Issue  senior  securities,  except  that  the  Portfolio  may  purchase
securities on  a when-issued  and delayed  delivery basis  and enter  into  roll
transactions  and other  transactions within  the limitations  set forth  in the
Prospectus and  Statement  of Additional  Information  which may  be  deemed  to
constitute borrowing.

  (10) Borrow money except from banks for temporary or emergency purposes not in
excess  of 33 1/3% of  the value of the  Portfolio's total assets. The Portfolio
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  Portfolio's borrowings falls  below 300%,  the Portfolio 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
of Fortis Worldwide (the "Board of Directors") without shareholder approval.

The Portfolio 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 Portfolio 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 Portfolio does  not currently  invest in other
investment companies.)

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

                                       27
<PAGE>
   (3) Invest in interests (including  partnership interests or leases) in  oil,
gas,  or other mineral exploration or development programs, except the Portfolio
may purchase or sell securities issued by corporations engaging in oil, gas,  or
other mineral exploration or development business.

   (4)  Purchase or retain  the securities of  any issuer if  those officers and
directors of  Fortis  Worldwide  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,  and in  equity securities of  issuers which  are not  readily
marketable.

   (6)  Invest more than an aggregate of 10% of the value of its total assets in
(a) restricted securities (both debt and equity) or in debt or equity securities
of any issuer which are not readily marketable; (b) repurchase agreements with a
maturity of more than  seven days; and (c)  over-the-counter option and  futures
contracts;  provided further, that the Portfolio will not invest more than 5% of
its total assets in restricted  securities. (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 Fortis Worldwide 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  nonreadily
marketable securities.)

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

   (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 Portfolio.

  (10) 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.

Any  investment policy  or restriction  which involves  a maximum  percentage of
securities  or  assets,  except  those  dealing  with  borrowing  and   illiquid
securities,  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 results therefrom.

GENERAL

In  certain  countries,  governmental  restrictions  and  other  limitations  on
investment may affect  the maximum  percentage of  equity ownership  in any  one
company by the Portfolio. In addition, in some instances only special classes of
securities may be purchased by foreigners, and the market prices, liquidity, and
rights with respect to those securities may vary from shares owned by nationals.
Advisers  is  not aware  at  this time  of the  existence  of any  investment or
exchange control regulations which might substantially impair the operations  of
the  Portfolio as described  in the Prospectus and  this Statement of Additional
Information. Although  restrictions may  in the  future make  it undesirable  to
invest  in  certain  countries,  Advisers  does  not  believe  that  any current
repatriation restrictions would affect its decisions to invest in the  countries
eligible for investment by the Portfolio. It should be noted, however, that this
situation  could change at any  time. The Portfolio has  no present intention of
making any  significant investment  in any  country or  stock market  where  the
political or economic situation might be considered by Advisers to be at risk of
substantial or total loss because of such political or economic situation.

As  of October  31, 1995,  90% of  the Portfolio's  net assets  were invested in
common stock.

REPURCHASE AGREEMENTS AND VARIABLE AMOUNT MASTER DEMAND NOTES

As noted in the  Prospectus, the Portfolio 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. Generally,
repos are  of short  duration--usually less  than a  week, but  on occasion  for
longer periods. The Portfolio will limit its investment in repos with a maturity
of  more than seven days to 10% of its net assets (subject to the collective 10%
limitation regarding restricted and other illiquid securities set forth below).

Variable amount master demand notes 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

                                       28
<PAGE>
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.

LENDING OF PORTFOLIO SECURITIES

For  the purpose of realizing additional  income, the Portfolio may make secured
loans of  portfolio securities  amounting to  not  more than  30% of  its  total
assets.  Securities loans are made  to broker-dealers or institutional investors
pursuant to  agreements requiring  that  the loans  be continuously  secured  by
collateral  at least  equal at  all times  to the  value of  the securities lent
"marked to market"  on a daily  basis. The collateral  received will consist  of
cash,  U.S. short-term  government securities,  bank letters  of credit  or such
other collateral as may  be permitted under  the Portfolio's investment  program
and  by regulatory  agencies and  approved by the  Board of  Directors of Fortis
Worldwide (the "Board of Directors"). While the securities loan is  outstanding,
the  Portfolio  will  continue to  receive  the  equivalent of  the  interest or
dividends paid by  the issuer  on the  securities, as  well as  interest on  the
investment  of the collateral  or a fee  from the borrower.  The Portfolio has a
right to call each loan and obtain the securities on five business days' notice.
The Portfolio will not have the right  to vote equity securities while they  are
being  lent, but it will  call in a loan in  anticipation of any important vote.
The risks in lending portfolio securities,  as with other extensions of  secured
credit,  consist of possible delay in  receiving additional collateral or in the
recovery of the securities or possible  loss of rights in the collateral  should
the  borrower fail financially. Loans  will only be made  to firms deemed by the
Portfolio to be of good standing and will not be made unless, in the judgment of
the Portfolio, the consideration to be earned from such loans would justify  the
risk.

PORTFOLIO TRADING

The  Portfolio intends to engage  in portfolio trading when  it is believed that
the sale of a  security owned by  the Portfolio and/or  the purchase of  another
security  of  better  value  can enhance  principal  and/or  increase  income. A
security may be  sold to avoid  any prospective  decline in market  value, or  a
security  may  be  purchased in  anticipation  of  a market  rise.  Although the
Portfolio does  not  intend  generally  to trade  for  short-term  profits,  the
securities  in the portfolio  of the Portfolio will  be sold whenever management
believes it is  appropriate to do  so, without regard  to the length  of time  a
particular security may have been held.

COMMERCIAL BANK OBLIGATIONS

For  the purposes  of the Portfolio's  investment policies with  respect to bank
obligations, obligations of foreign branches of U.S. banks and of foreign  banks
may be obligations of the parent bank in addition to the issuing bank, or may be
limited  by the terms of a specific  obligation and by government regulation. As
with  investment  in  non-U.S.  securities   in  general,  investments  in   the
obligations  of foreign branches of U.S. banks  and of foreign banks may subject
the Portfolio to investment risks that are different in some respects from those
of investments in obligations of  domestic issuers. Although the Portfolio  will
typically  acquire obligations  issued and  supported by  the credit  of U.S. or
foreign banks  having total  assets at  the time  of purchase  in excess  of  $1
billion,  this  $1 billion  figure  is not  a  fundamental investment  policy or
restriction of the Portfolio.  For the purposes of  calculation with respect  to
the $1 billion figure, the assets of a bank will be deemed to include the assets
of its U.S. and non-U.S. branches.

"ROLL" TRANSACTIONS

The  Portfolio  may engage  in  "roll" transactions  which  involve the  sale of
Government  National  Mortgage  Association   ("GNMA")  certificates  or   other
securities  together with  a commitment (for  which the Portfolio  may receive a
fee) to purchase similar,  but not identical, securities  at a future date.  The
Portfolio  will maintain  in a  segregated account  with a  custodian cash, U.S.
government securities or other liquid,  high-grade debt securities in an  amount
sufficient to cover its obligations under "roll" transactions.

OPTIONS

As  provided  below,  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 Portfolio, the Portfolio may enter
into transactions in options on a variety of instruments and indices. The  types
of instruments to be purchased and sold are further described in the Appendix of
this  Statement of Additional  Information, which should  be read in conjunction
with the following sections.

OPTIONS ON SECURITIES. The Portfolio may  write (sell) covered call and  covered
put options and purchase call and put options on securities. Where the 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 any 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  Portfolio 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.

The Portfolio 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

                                       29
<PAGE>
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.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

FUTURES CONTRACTS. The Portfolio may enter into interest rate futures  contracts
and  stock index futures contracts for  hedging purposes. The Portfolio 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  the  Portfolio's  current  or  intended  stock  investments  from broad
fluctuations in  stock  prices.  Interest  rate  and  foreign  currency  futures
contracts  are purchased  or sold  to attempt  to hedge  against the  effects of
interest or  exchange  rate  changes  on the  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 the  Portfolio. The 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.  The Portfolio may purchase  and write options to
buy or sell  interest rate  futures contracts.  In addition,  the Portfolio  may
purchase  and write options on stock  index futures contracts, and the Portfolio
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 Portfolio  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 than the purchase or  sale
of  the underlying futures contracts since the  potential loss is limited to the
amount of  the premium  plus  related transaction  costs.  The writing  of  such
options,  however,  does  not present  less  risk  than the  trading  of futures
contracts and will  constitute only a  partial hedge,  up to the  amount of  the
premium  received, and, if  an option is  exercised, the Portfolio  may suffer a
loss on the transaction.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

The Portfolio 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  Portfolio will  enter  into Currency  Contracts  for
hedging  purposes only, in  a manner similar  to the Portfolio's  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. The Portfolio 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
the  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 the 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  Portfolio  will  enter into  transactions  in  Futures Contracts,
Options on Futures Contracts, Currency Contracts, and certain options solely for
hedging purposes, their use does involve  certain risks. For example, a lack  of
correlation  between the  index or  instrument underlying  an option  or Futures
Contract and  the assets  being hedged  or unexpected  adverse price  movements,
could  render the Portfolio's hedging strategy  unsuccessful and could result in
losses. The Portfolio 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 the 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

                                       30
<PAGE>
States  exchanges  regulated  by  the  SEC  or  the  Commodity  Futures  Trading
Commission, as well as in the over-the-counter market and on foreign  exchanges.
In  addition, the securities underlying options  and Futures Contracts traded by
the Portfolio  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.

DELAYED DELIVERY TRANSACTIONS

The Portfolio may  purchase or  sell portfolio  securities on  a when-issued  or
delayed  delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased  by the  Portfolio with  payment and  delivery to  take
place  in the future in order to secure what is considered to be an advantageous
price and yield to the Portfolio at  the time of entering into the  transaction.
When  the  Portfolio  enters  into a  delayed  delivery  transaction  it becomes
obligated to purchase securities and it  has all the rights and risks  attendant
to ownership of a security, although delivery and payment occur at a later date.
The  value  of  fixed income  securities  to  be delivered  in  the  future will
fluctuate as interest  rates vary. The  Portfolio generally has  the ability  to
close  out a purchase obligation  on or before the  settlement date, rather than
purchase the security.

To  the  extent  the  Portfolio  engages  in  when-issued  or  delayed  delivery
transactions,  it will do  so for the purpose  of acquiring portfolio securities
consistent with the Portfolio's investment  objectives and policies and not  for
the purpose of investment leverage or to speculate in interest rate changes. The
Portfolio  will only make commitments to purchase securities on a when-issued or
delayed delivery basis with the intention of actually acquiring the  securities,
but  the  Portfolio  reserves the  right  to  sell these  securities  before the
settlement date if deemed advisable.

RISK FACTORS

POLITICAL AND ECONOMIC RISKS. Investing in securities of non-U.S. companies  may
entail  additional risks due to the potential political and economic instability
of certain countries and risks of expropriation, nationalization,  confiscation,
or  the imposition of restrictions on  foreign investment and on repatriation of
capital invested. In the event of such expropriation, nationalization, or  other
confiscation,  by any country, the Portfolio could lose its entire investment in
any such country.

ILLIQUID SECURITIES. The Portfolio may invest up  to 10% of its total assets  in
securities  the  disposition of  which may  be subject  to legal  or contractual
restrictions  or  the  markets  for  which  may  be  illiquid.  See  "Investment
Limitations."  The sale of restricted or illiquid securities often requires more
time and  results in  higher brokerage  charges or  dealer discounts  and  other
selling  expenses  than does  the  sale of  securities  eligible for  trading on
national securities  exchanges  or  in the  over-the-counter  markets.  Illiquid
securities  often sell  at a  price lower than  similar securities  that are not
subject to restrictions on resale.

FOREIGN  INVESTMENT   RESTRICTIONS.  Certain   countries  prohibit   or   impose
substantial  restrictions on investments in  their capital markets, particularly
their  equity  markets,  by   foreign  entities  such   as  the  Portfolio.   As
illustrations,   certain  countries  require   governmental  approval  prior  to
investments by foreign  persons, or limit  the amount of  investment by  foreign
persons  in a particular company, or limit  the investment by foreign persons to
only a specific class of securities of a company that may have less advantageous
terms than  securities  of the  company  available for  purchase  by  nationals.
Moreover,  the national  policies of  certain countries  may restrict investment
opportunities in issuers or industries  deemed sensitive to national  interests.
In  addition, some countries require  governmental approval for the repatriation
of investment income, capital,  or the proceeds of  securities sales by  foreign
investors.  The Portfolio could be adversely affected by delays in, or a refusal
to grant, any required governmental approval for repatriation, as well as by the
application to it of other restrictions on investments.

NONUNIFORM CORPORATE DISCLOSURE STANDARDS  AND GOVERNMENTAL REGULATION.  Foreign
companies  are  not  generally  subject  to  uniform  accounting,  auditing, and
financial reporting standards or to other regulatory requirements comparable  to
those applicable to U.S. companies. Most of the securities held by the Portfolio
will  not be registered with  the SEC or regulators  of any foreign country, nor
will the issuers thereof be subject  to the SEC's reporting requirements.  Thus,
there   will  be  less  available  information  concerning  foreign  issuers  of
securities held by the Portfolio than  is available concerning U.S. issuers.  In
instances  where the financial statements of an issuer are not deemed to reflect
accurately the  financial  situation of  the  issuer, the  Portfolio  will  take
appropriate steps to evaluate the proposed investment, which may include on-site
inspection  of the issuer, interviews with its management and consultations with
accountants, bankers, and other specialists.

CURRENCY FLUCTUATIONS.  Because the  Portfolio under  normal circumstances  will
invest  at least  a majority of  its total  assets in the  securities of foreign
issuers which are denominated in foreign currencies, the strength or weakness of
the U.S. dollar  against such  foreign currencies may  account for  part of  the
Portfolio's  investment performance.  A decline in  the value  of any particular
currency against the U.S. dollar will cause  a decline in the U.S. dollar  value
of  the Portfolio's  holdings of  securities denominated  in such  currency and,
therefore, will cause an overall decline in the Portfolio's net asset value  and
any net investment income and capital gains to be distributed in U.S. dollars to
shareholders of the Portfolio.

The  rate of exchange between the U.S. dollar and other currencies is determined
by several factors including  the supply and  demand for particular  currencies,
central  bank efforts to support particular currencies, the movement of interest
rates, the pace of business activity  in certain other countries, and the  U.S.,
and other economic and financial conditions affecting the world economy.

Although  the Portfolio values  its assets daily  in terms of  U.S. dollars, the
Portfolio does not  intend to convert  its holdings of  foreign currencies  into
U.S. dollars on a daily basis. The Portfolio

                                       31
<PAGE>
will  do so from  time to time,  and investors should  be aware of  the costs of
currency conversion. Although foreign exchange dealers  do not charge a fee  for
conversion,  they do  realize a  profit based  on the  difference (the "spread")
between the prices  at which  they are  buying and  selling various  currencies.
Thus,  a dealer  may offer to  sell a foreign  currency to the  Portfolio at one
rate, while offering a  lesser rate of exchange  should the Portfolio desire  to
sell that currency to the dealer.

ADVERSE  MARKET CHARACTERISTICS. Securities of many  foreign issuers may be less
liquid and  their  prices  more  volatile than  securities  of  comparable  U.S.
issuers.  In addition,  foreign securities  exchanges and  brokers are generally
subject to less governmental  supervision and regulation than  in the U.S.,  and
foreign   securities  exchange   transactions  are  usually   subject  to  fixed
commissions, which  are generally  higher than  negotiated commissions  on  U.S.
transactions.  In  addition,  foreign securities  exchange  transactions  may be
subject to difficulties  associated with  the settlement  of such  transactions.
Delays  in  settlement could  result  in temporary  periods  when assets  of the
Portfolio are uninvested and no return  is earned thereon. The inability of  the
Portfolio  to make intended security purchases  due to settlement problems could
cause the Portfolio to miss attractive opportunities. Inability to dispose of  a
portfolio  security due to settlement problems  either could result in losses to
the Portfolio due to subsequent declines in value of the portfolio security  or,
if  the Portfolio has entered into a contract to sell the security, could result
in possible liability to the purchaser. Advisers will consider such difficulties
when determining the  allocation of  the Portfolio's  assets, although  Advisers
does  not believe that such difficulties will  have a material adverse effect on
the portfolio trading activities.

NON-U.S. WITHHOLDING TAXES. The Portfolio's  net investment income from  foreign
issuers  may  be subject  to non-U.S.  withholding  taxes, thereby  reducing the
Portfolio's net investment income. See "Taxation" in the Prospectus.

SUBCUSTODIAN BANKS. Pursuant  to Rule  17f-5 under the  1940 Act,  the Board  of
Directors  approved  the use  of the  following  subcustodian banks  to maintain
foreign securities in or  near the market in  which they are principally  traded
and  to  maintain  cash  in  amounts  reasonably  necessary  to  effect  foreign
securities transactions in such locations. The Board of Directors may from  time
to time approve other countries and subcustodian banks pursuant to Rule 17f-5.

                                       32
<PAGE>

<TABLE>
<CAPTION>
COUNTRY             SUB-CUSTODIAN                                            DEPOSITORY
- ------------------  -------------------------------------------------------  -------------------------------------------------------
<S>                 <C>                                                      <C>
Argentina           Citibank, N.A.                                           Caja De Valores (CDV)
                     Buenos Aires
Australia           Australia and New Zealand Banking Group, Ltd. (ANZ)      Austraclear Ltd
Austria             Creditanstalt Bankverein                                 Osteneichische Kontrollebank (OCKB)
Bangladesh          Standard Chartered Bank
                     Dhaka
Belgium             Generale Bank                                            Caisse Interprofessionelle de Depots et de Virements de
                                                                              Titres S.A., (CIK)
Brazil              Citibank, N.A.                                           Bolsa de Valores de Sao Paulo (BOVESPA)
                     Sao Paulo
Canada              The Toronto-Dominion Bank                                Canadian Depository for Securities Ltd (CDS)
Chile               Citibank, N.A.
                     Santiago
China               Standard Chartered Bank Shanghai and Shenzhen            Securities Central Clearing and Registration Corp.
Colombia            Cititrust Colombia, S.A.                                 Deposito Central de Valores (DLV)
                     Sociedad Fiduciara
Czech Republic      Ceskuslovenska Obchodi Banka, A.S.                       Stredisko Cennych Papiru (SCP)
Denmark             Den Danske Bank                                          Vaerdipapircentralen
Finland             Kansallis-Osake-Pankki                                   The Central Share Register of Finland
France              Banque Paribas                                           Societe Interprofessionelle de Compensation des Valeurs
                                                                              Mobilieres (SICOVAM)
Germany             Dresdner Bank, AG                                        Deutscher Kassenverein A.G.
Greece              National Bank of Greece S.A.                             Apothetirio Titlon
Hong Kong           Standard Chartered Bank                                  Central Clearing and Securities System (CCASS)
Hungary             Citibank Budapest Rt.                                    The Central Depository and Clearinghouse
India               The Hong Kong and Shanghai Banking Corporation Limited
                     (HSBC)
Indonesia           Standard Chartered Bank
Ireland             Allied Irish Bank
Israel              Bank Lueumi-Le Israel
Italy               Citibank, N.A.                                           Monte Titoli S.P.A.
                     Milan
Japan               The Bank of Tokyo                                        Japan Securities Depository Center (JASDEC)
Luxembourg          Cedel Luxembourg
Malaysia            Chung Khiaw Bank (Malaysia)                              Malaysia Central Depository, Sdn Bhd (MCD)
Mexico              Bancomer S.A., Institution De Banca Multiple, Grupo      Instituto para el Deposito de Valores (S.D. Indeval)
                     Financiero
Netherlands         ABN-AMRO Bank                                            Nederlands Central Institut Voer Giraal Effectenverkeer
                                                                              B.V. (NECIGEF)
New Zealand         Australia & New Zealand Banking Group Limited (ANZ)      Austraclear NZ
Norway              Euroclear                                                Norwegian Registry of Securities (NRS/VPS)
Pakistan            Standard Chartered Bank
Peru                Citibank, N.A.                                           Caja de Valores (CAVAL)
                     Lima                                                    Caja De Liquidaciones
Philippines         Standard Chartered Bank
Poland              Citibank, S.A. (Poland)                                  National Depository of Securities
Portugal            Banco Espirito Santo E Comercial De Lisboa, S.A.         Central de Valores Mobiliares (CVM)
                     (BESCL)
Singapore           United Overseas Bank, Ltd.                               The Central Securities Depository (PTE) Ltd. (CDP)
Slovak Republic     Ceskoslovenska Obchodva Banka, A.S.
South Africa        First National Bank of Southern Africa, Ltd.
South Korea         Standard Chartered Bank, Seoul
Spain               Banco Santanden                                          Servicio de Compensacion y Liquidacion de Valores
                                                                              (SCLV)
Sri Lanka           Standard Chartered Bank                                  The Central Depository System Ltd.
</TABLE>

                                       33
<PAGE>
<TABLE>
<CAPTION>
COUNTRY             SUB-CUSTODIAN                                            DEPOSITORY
- ------------------  -------------------------------------------------------  -------------------------------------------------------
Sweden              Svenska Handeslbanken                                    Vardepapper centralen VPC AB
<S>                 <C>                                                      <C>
Switzerland         Bankers Trust AG                                         Schweizerische EffektenGiro AG (SEGA)
Taiwan              Central Trust of China-Taipai                            The Taiwan Securities Central Depository Company Ltd.
Thailand            Standard Chartered Bank                                  The Share Depository (SDC)
Turkey              Osmanli Bankasi A.S.                                     Istanbul Stock Exchange
                     (Ottoman Bank)
United Kingdom/     Bankers Trust Company London                             Central Gilts Office
 Ireland
Venezuela           Citibank, N.A.
                    Caracas
Transnational       CEDEL
 Depositories        (Luxembourg)
                    Euroclear
                     (Brussels)
</TABLE>

PORTFOLIO TURNOVER

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 Portfolio's portfolio  securities
were  replaced within one year. The Portfolio's portfolio turnover rates for the
fiscal years ended October 31, 1995 and 1994 were 27% and 21%, respectively.

                                       34
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS

The names, addresses, principal occupations, and other affiliations of directors
and executive officers of Fortis Worldwide are given below:

<TABLE>
<CAPTION>
                                 POSITION WITH        PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
     NAME & ADDRESS        AGE  FORTIS WORLDWIDE   "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- -------------------------  ---  ----------------  --------------------------------------------------
<S>                        <C>  <C>               <C>
Richard W. Cutting         64   Director          Certified public accountant and financial
137 Chapin Parkway                                consultant.
Buffalo, New York
Allen R. Freedman*         56   Director          Chairman, Chief Executive Officer and President of
Suite 5001                                        Fortis, Inc.; a Managing Director of Fortis
One World Trade Center                            International, N. V.
New York, New York
Dr. Robert M. Gavin        55   Director          President, Macalester College.
1600 Grand Avenue
St. Paul, Minnesota
Benjamin S. Jaffray        66   Director          Chairman of the Sheffield Group, Ltd., a financial
4040 IDS Center                                   consulting group.
Minneapolis, Minnesota
Jean L. King               51   Director          President, Communi-King, a communications
12 Evergreen Lane                                 consulting firm.
St. Paul, Minnesota
Dean C. Kopperud*          43   President and     Chief Executive Officer and a Director of Fortis
500 Bielenberg Drive            Director          Advisers, Inc. ("Advisers") and Fortis Investors,
Woodbury, Minnesota                               Inc. ("Investors") and Senior Vice President of
                                                  Fortis Benefits Insurance Company and Time
                                                  Insurance Company.
Edward M. Mahoney          66   Director          Retired; prior to December, 1994, Chairman and
2760 Pheasant Drive                               Chief Executive Officer and a Director of Advisers
Excelsior, Minnesota                              and Investors, Senior Vice President and a
                                                  Director of Fortis Benefits Insurance Company, and
                                                  Senior Vice President of Time Insurance Company.
Robb L. Prince             54   Director          Vice President and Treasurer, Jostens, Inc., a
5501 Norman Center Dr.                            producer of products and services for the youth,
Minneapolis, Minnesota                            education, sports award, and recognition markets.
Leonard J. Santow          60   Director          Principal, Griggs & Santow, Incorporated, economic
75 Wall Street                                    and financial consultants.
21st Floor
New York, New York
Joseph M. Wikler           55   Director          Investment consultant and private investor; prior
12520 Davan Drive                                 to January, 1994, Director of Research, Chief
Silver Spring, Maryland                           Investment Officer, Principal, and a Director, the
                                                  Rothschild Co., Baltimore, Maryland. The
                                                  Rothschild Co. is an investment advisory firm.
Gary N. Yalen              53   Vice President    President and Chief Investment Officer of Advisers
One Chase Manhattan Plaza                         (since August, 1995) and Fortis Asset Management,
New York, New York                                a division of Fortis, Inc., New York, NY, and
                                                  Senior Vice President, Investments, Fortis, Inc.
Howard G. Hudson           58   Vice President    Executive Vice President of Advisers (since
One Chase Manhattan Plaza                         August, 1995) and Senior Vice President, Fixed
New York, New York                                Income, Fortis Asset Management; prior to
                                                  February, 1991, Senior Vice President, Fairfield
                                                  Research, New Canaan, CT.
Stephen M. Poling          64   Vice President    Executive Vice President and Director of Advisers
5500 Wayzata Boulevard                            and Investors.
Golden Valley, Minnesota
Fred Obser                 57   Vice President    Senior Vice President of Advisers (since August,
One Chase Manhattan Plaza                         1995) and Senior Vice President, Equities, Fortis
New York, New York                                Asset Management.
Dennis M. Ott              49   Vice President    Senior Vice President of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota
</TABLE>

                                       35
<PAGE>
<TABLE>
<CAPTION>
                                 POSITION WITH        PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
     NAME & ADDRESS        AGE  FORTIS WORLDWIDE   "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- -------------------------  ---  ----------------  --------------------------------------------------
<S>                        <C>  <C>               <C>
James S. Byrd              45   Vice President    Executive Vice President of Advisers and
5500 Wayzata Boulevard                            Investors; prior to March, 1991, Senior Vice
Golden Valley, Minnesota                          President, Templeton Investment Counsel, Inc.,
                                                  Fort Lauderdale, Florida.
Nicholas L. M. dePeyster   29   Vice President    Vice President of Advisers (since August, 1995)
41st Floor                                        and Vice President, Equities, Fortis Asset
One Chase Manhattan Plaza                         Management; prior to July, 1991, Research
New York, New York                                Associate, Smith Barney, Inc., New York, NY.
Charles J. Dudley          36   Vice President    Vice President of Advisers and Fortis Asset
One Chase Manhattan Plaza                         Management; prior to August, 1995, Senior Vice
New York, New York                                President, Sun America Asset Management, Los
                                                  Angeles, CA
Maroun M. Hayek            48   Vice President    Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza                         and Vice President, Fixed Income, Fortis Asset
New York, New York                                Management
Robert C. Lindberg         43   Vice President    Vice President of Advisers and Investors; prior to
5500 Wayzata Boulevard                            July, 1993, Vice President, Portfolio Manager, and
Golden Valley, Minnesota                          Chief Securities Trader, COMERICA, Inc., Detroit,
                                                  Michigan. COMERICA, Inc. is a bank.
Kevin J. Michels           44   Vice President    Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza                         and Vice President, Administration, Fortis Asset
New York, New York                                Management.
Stephen M. Rickert         53   Vice President    Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza                         and Corporate Bond Analyst, Fortis Asset
New York, New York                                Management; from August, 1993 to April, 1994,
                                                  Corporate Bond Analyst, Dillon, Read & Co., Inc.,
                                                  New York, NY; prior to June, 1992, Corporate Bond
                                                  Analyst, Western Asset Management, Los Angeles,
                                                  CA.
Keith R. Thomson           56   Vice President    Vice President of Advisers and Investors.
5500 Wayzata Boulevard
Golden Valley, Minnesota
Christopher J. Woods       36   Vice President    Vice President of Advisers (since August, 1995)
One Chase Manhattan Plaza                         and Vice President, Fixed Income, Fortis Asset
New York, New York                                Management; prior to November, 1992, Head of Fixed
                                                  Income, The Police and Firemen's Disability and
                                                  Pension Fund of Ohio, Columbus, OH.
Robert W. Beltz, Jr.       46   Vice President    Vice President--Securities Operations of Advisers,
500 Bielenberg Drive                              Investors and Fortis Benefits Insurance Company.
Woodbury, Minnesota
Thomas D. Gualdoni         47   Vice President    Vice President of Advisers, Investors, and Fortis
500 Bielenberg Drive                              Benefits Insurance Company.
Woodbury, Minnesota
Larry A. Medin             46   Vice President    Senior Vice President--Sales of Advisers and
500 Bielenberg Drive                              Investors; from August 1992 to November 1994,
Woodbury, Minnesota                               Senior Vice President, Western Divisional Officer
                                                  of Colonial Investment Services, 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           46   Vice President    Vice President--Marketing and Product Development
500 Bielenberg Drive                              of Fortis Benefits Insurance Company.
Woodbury, Minnesota
David A. Peterson          53   Vice President    Vice President and Assistant General Counsel,
500 Bielenberg Drive                              Fortis Benefits Insurance Company; prior to
Woodbury, Minnesota                               January, 1991, Senior Vice President--Law, State
                                                  Bond and Mortgage Company, Minneapolis, Minnesota.
</TABLE>

                                       36
<PAGE>
<TABLE>
<CAPTION>
                                 POSITION WITH        PRINCIPAL OCCUPATION AND AFFILIATIONS WITH
     NAME & ADDRESS        AGE  FORTIS WORLDWIDE   "AFFILIATED PERSONS" OR INVESTORS (PAST 5 YEARS)
- -------------------------  ---  ----------------  --------------------------------------------------
<S>                        <C>  <C>               <C>
Richard P. Roche           44   Vice President    Vice President of Advisers and Investors; prior to
500 Bielenberg Drive                              August, 1995, President of Prospecting By
Woodbury, Minnesota                               Seminars, Inc., Guttenberg, NJ.
Anthony J. Rotondi         51   Vice President    Senior Vice President of Advisers; from January,
500 Bielenberg Drive                              1993 to August, 1995, Senior Vice President,
Woodbury, Minnesota                               Operations, Fortis Benefits Insurance Company;
                                                  prior to January, 1993, Senior Vice President,
                                                  Information Technology, Fortis, Inc.
Rhonda J. Schwartz         38   Vice President    Senior Vice President, General Counsel, and
500 Bielenberg Drive                              Secretary of Advisers and Investors; since
Woodbury, Minnesota                               January, 1993, Senior Vice President and General
                                                  Counsel, Life and Investment Products, Fortis
                                                  Benefits Insurance Company and Vice President and
                                                  General Counsel, Life and Investment Products,
                                                  Time Insurance Company; from 1993 to January 1996,
                                                  Vice President, General Council, Fortis, Inc.;
                                                  prior to 1993, Attorney, Norris, McLaughlin &
                                                  Marcus, Washington, D.C.
Michael J. Radmer          50   Secretary         Partner, Dorsey & Whitney LLP, the Fund's General
220 South Sixth Street                            Counsel.
Minneapolis, Minnesota
Tamara L. Fagely           37   Treasurer         Second Vice President of Advisers and Investors.
500 Bielenberg Drive
Woodbury, Minnesota
</TABLE>

- -------------------------------------------
  * Mr. Kopperud is an  "interested person" (as defined  under the 1940 Act)  of
    each Fortis Fund, Advisers, and Investors primarily because he is an officer
    of  each.  Mr.  Freedman is  an  "interested  person" of  each  Fortis fund,
    Advisers, and Investors because he is Chairman, Chief Executive Officer  and
    President  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.
- -------------------------------------------

The  following  table sets  forth the  aggregate  compensation received  by each
director during the fiscal  year ended October  31, 1995, as  well as the  total
compensation  received  by each  director from  Fortis  Worldwide and  all other
open-end investment companies managed by  Advisers during the fiscal year  ended
October  31, 1995. Neither Mr. Freedman, who is an officer of the parent company
of Advisers, nor  Mr. Kopperud,  who is an  officer of  Advisers and  Investors,
received  any  such compensation  and they  are  not included  in the  table. No
executive  officer  of  Fortis  Worldwide  received  compensation  from   Fortis
Worldwide during the fiscal year ended October 31, 1995.

<TABLE>
<CAPTION>
                                              PENSION OR
                                              RETIREMENT
                                               BENEFITS   ESTIMATED      TOTAL
                                 AGGREGATE    ACCRUED AS    ANNUAL    COMPENSATION
                                COMPENSATION   PART OF     BENEFITS    FROM FUND
                                  FROM THE       FUND        UPON     COMPLEX PAID
           DIRECTOR                 FUND       EXPENSES   RETIREMENT  TO DIRECTOR
<S>                             <C>           <C>         <C>         <C>
- ----------------------------------------------------------------------------------
Richard W. Cutting                 $1,900         --          --        $32,300
Dr. Robert M. Gavin                $1,700         --          --        $30,100
Benjamin S. Jaffray                $1,900         --          --        $32,300
Jean L. King                       $2,000         --          --        $33,400
Edward M. Mahoney                  $1,400         --          --        $23,950
Thomas R. Pellett (2)              $1,900         --          --        $32,300
Robb L. Prince                     $1,800         --          --        $31,200
Leonard J. Santow                  $1,792         --          --        $31,200
Joseph M. Wikler                   $1,900         --          --        $32,300
</TABLE>

- ------------------------------
(1) Includes  aggregate compensation paid  by Fortis Worldwide  and all 10 Other
    Fortis Funds paid to the director.
(2) Mr Pellett resigned as a director of the Fortis Funds effective December  7,
    1995.

As  of January 31, 1996, the directors and executive officers beneficially owned
less than 1% of the outstanding shares of Fortis Worldwide. Directors  Kopperud,
Mahoney, Prince, Gavin and Jaffray are members of the Executive Committee of the
Board  of Directors. While the  Executive Committee is authorized  to act in the
intervals between regular board meetings with full capacity and authority of the
full Board of  Directors, except  as limited  by law,  it is  expected that  the
Committee will act only infrequently.

INVESTMENT ADVISORY AND OTHER
SERVICES

GENERAL

Fortis  Advisers, Inc. ("Advisers") has been  the investment adviser and manager
of the Portfolio since the Portfolio  began business in 1991. Investors acts  as
the  Portfolio's underwriter.  Both act as  such pursuant  to written agreements
periodically approved by the directors or shareholders of Fortis Worldwide.  The
address of both is that of the Portfolio.

As  of  October  31,  1995,  Advisers  managed  twenty-eight  investment company
portfolios with combined  net assets  of approximately  $4,039,525,000, and  one
private  account with net assets  of approximately $17,278,000. Fortis Financial
Group also has approximately $1.7 billion in insurance reserves. As of the  same

                                       37
<PAGE>
date,   the  investment   company  portfolios   had  an   aggregate  of  223,536
shareholders, including 14,389 shareholders of the Portfolio.

During the past three fiscal  years ended October 31,  1995, and 1994 and  1993,
Advisers   received  $595,572,  $437,639,  and  $165,478  respectively,  as  its
compensation for acting as the investment adviser and manager of the  Portfolio.
Investors  received  $368,850, $683,511,  and $319,238  during the  fiscal years
ended October  31, 1995,  1994,  and 1993,  respectively, for  underwriting  the
Portfolio's  shares,  out  of  which commissions  of  sales  representatives and
allowances  to   dealers  approximating   $284,996,  $543,961,   and   $254,664,
respectively, were paid by Investors.

During  the  fiscal year  ended October  31,  1995, Investors  received $157,795
pursuant to the  Plan of  Distribution (see "Plan  of Distribution").  Investors
paid $208,590 to broker-dealers and registered representatives, and, in addition
to  such amount,  Advisers and Investors  together spent  $159,066 on activities
related to the distribution of the Portfolio's shares.

CONTROL AND MANAGEMENT OF ADVISERS AND INVESTORS

Fortis owns 100% of the outstanding voting securities of Advisers, and  Advisers
owns all of the outstanding voting securities of Investors.

Fortis,  located in New York,  New York, is a  wholly owned subsidiary of Fortis
International, N.V., which  has approximately $100  billion in assets  worldwide
and  is  in turn  a wholly  owned  subsidiary of  AMEV/VSB 1990  N.V. ("AMEV/VSB
1990").

AMEV/VSB 1990 is a  corporation organized under the  laws of The Netherlands  to
serve  as the holding company for all U.S. operations and is owned 50% by Fortis
AMEV and 50% by  Fortis AG. 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;
James  S. Byrd and Stephen  M. Poling are Executive  Vice Presidents of Advisers
and Investors; Howard G. Hudson is  Executive Vice President of Advisers;  Debra
L.  Foss, Larry A. Medin, Jon H. Nicholson, Dennis M. Ott and Anthony J. Rotondi
are Senior Vice  Presidents of  Advisers and  Investors; Rhonda  J. Schwartz  is
Senior Vice President, General Counsel, and Secretary of Advisers and Investors;
Fred Obser is Senior Vice President of Advisors; Robert W. Beltz, Jr., Thomas D.
Gualdoni,  Robert C. Lindberg, John 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;
Tamara L. Fagely, Barbara W. Kirby and Deborah K. Kramer are 2nd Vice Presidents
of  Advisers and Investors; David C. Greenzang is Money Market Portfolio Officer
of Advisers;  Michael D.  O'Connor is  Qualified Plan  Officer of  Advisors  and
Investors;  Barbara J. Wolf is Trading Officer  of Advisers; Scott R. Plummer 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 are located in New York City.

INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT

Advisers acts  as investment  adviser  and manager  of  the Portfolio  under  an
Investment  Advisory and Management Agreement  (the "Agreement") dated March 26,
1991, which became effective the same date and was last approved by the Board of
Directors (including a  majority of the  directors who are  not parties to  such
contract  or interested  persons of  any such  party) on  December 7,  1995. The
Agreement was approved by shareholders on  January 28, 1992. The Agreement  will
terminate  automatically  in  the  event of  its  assignment.  In  addition, the
Agreement is terminable at any time, without penalty, by the 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 Fortis
Worldwide. Unless sooner terminated, the Agreement shall continue in effect  for
more  than two  years after its  execution only  so long as  such continuance is
specifically approved at  least annually by  either the Board  of Directors  or,
with  respect  to  any  particular  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 the Agreement,  or interested persons of  such
parties,  cast in person at  a meeting called for the  purpose of voting on such
approval.

The Agreement provides for an investment advisory and management fee paid by the
Portfolio calculated as described  in the following table.  As you can see  from
the table, this fee

                                       38
<PAGE>
decreases  (as a percentage of Portfolio net  assets) as the Portfolio grows. As
of October 31, 1995, the Portfolio had net assets of approximately $71,869,000.

<TABLE>
<CAPTION>
                                   ANNUAL INVESTMENT
                                      ADVISORY AND
AVERAGE NET ASSETS                   MANAGEMENT FEE

<S>                              <C>
For the first $500 million                   1.0%
For assets over $500 million                  .9%
</TABLE>

The Agreement requires the  Portfolio to pay  all of its  expenses that are  not
expressly  assumed  by  Advisers  or Investors.  These  expenses  include, among
others, the investment  advisory and management  fee, the fees  and expenses  of
directors  and officers of Fortis Worldwide  who are not "affiliated persons" of
Advisers, Plan of Distribution fees, interest expense, taxes, brokerage fees and
commissions, fees and  expenses of registering  and qualifying Fortis  Worldwide
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.  Fortis
Worldwide  is also liable for such nonrecurring expenses as may arise, including
litigation to which it may be a  party. Fortis Worldwide may have an  obligation
to indemnify its directors and officers with respect to such litigation.

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

Pursuant to an undertaking given to the State of California, Advisers has agreed
to  reimburse  the Portfolio  monthly for  any amount  by which  the Portfolio'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  Portfolio's
 .25% distribution fee is excluded from these limits. Advisers reserves the right
to  agree to lesser  expense limitations from  time to time.  In the fiscal year
ended October 31, 1995, Advisers was  not required to make any reimbursement  to
the Portfolio 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
Portfolio.

The  organization  expenses incurred  by the  Portfolio  in connection  with its
start-up and  initial registration  will be  capitalized and  amortized over  60
months  beginning on  the date  the Portfolio  first offered  its shares  to the
public. If any of the original shares  are redeemed by any holder thereof  prior
to  the end of the 60-month amortization period, the redemption proceeds will be
reduced by a pro  rata portion of the  unamortized organization costs, based  on
the  ratio that the  number of original  shares redeemed bears  to the number of
original shares outstanding at the time of such redemption.

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

Although  investment  decisions for  the Portfolio  are made  independently from
those of the other portfolios, funds,  or private accounts managed by  Advisers,
sometimes  the same security is  suitable for more than  one portfolio, fund, or
account. If and when two or  more portfolios, funds, or accounts  simultaneously
purchase  or sell the  same security, the  transactions will be  allocated as to
price and amount in accordance with arrangements deemed equitable by Advisers to
each portfolio, fund, or account. The simultaneous purchase or sale of the  same
securities  by the Portfolio and another portfolio,  fund, or account may have a
detrimental effect  on  the Portfolio  as  this may  affect  the price  paid  or
received  by  the  Portfolio or  the  size  of the  position  obtainable  by the
Portfolio.

PORTFOLIO TRANSACTIONS AND
ALLOCATION OF BROKERAGE

Transactions on a stock exchange in equity securities will be executed primarily
through brokers that  will receive  a commission  paid by  the Portfolio.  Fixed
income  securities, as well as equity  securities traded in the over-the-counter
market, are generally traded on a "net" basis with dealers acting as  principals
for  their own accounts without  a stated commission, although  the price of the
security usually includes  a profit  to the dealer.  In underwritten  offerings,
securities   are  purchased  at  a  fixed  price  that  includes  an  amount  of
compensation to  the underwriter,  generally referred  to as  the  underwriter's
concession  or  discount.  Certain of  these  securities may  also  be purchased
directly from the issuer,  in which case neither  commissions nor discounts  are
paid.

During  the  fiscal years  ended  October 31,  1995,  1994, and  1993, brokerage
commissions totaled $97,159,  $73,069, and $47,027,  respectively, amounting  to
 .16%,  .17%, and .28%,  respectively, of the Portfolio's  average net assets and
resulting in  average commission  rates of  .43%, .34%,  and .43%,  respectively
(calculated  by dividing the total dollar  amount of transactions into the total
dollar amount  of commissions  paid). Transactions  having an  aggregate  dollar
value of approximately $13,524,000 (excluding short-term securities) were traded
at  net prices including a spread or markup during the fiscal year ended October
31, 1995.

                                       39
<PAGE>
Advisers  selects  and  (where  applicable)  negotiates  commissions  with   the
broker-dealers  who  execute the  transactions  for the  Portfolio.  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 or services to Advisers. Such research or 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  firms prior to making investment decisions for the Portfolio. To the
extent portfolio  transactions  are  effected with  broker-dealers  who  furnish
research  services  to Advisers,  Advisers receives  a  benefit, not  capable of
valuation in dollar amounts,  without providing any  direct monetary benefit  to
the  Portfolio  from these  transactions. 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. Normally,  research  services obtained
through managed funds  or accounts  investing in common  stocks would  primarily
benefit  the managed funds or accounts  which invest in common stock; similarly,
services obtained from transactions in fixed income securities would normally be
of greater  benefit  to the  managed  funds or  accounts  which invest  in  debt
securities.

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  portfolio transactions  of the  Portfolio 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  Portfolio
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 the Portfolio 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  it  exercises  investment  discretion.
Generally, the Portfolio pays higher than the lowest commission rates available.

The   Portfolio  contemplates  purchasing  most  foreign  equity  securities  in
over-the-counter markets or stock  exchanges located in  the countries in  which
the  respective principal offices  of the issuers of  the various securities are
located, if that  is the best  available market. The  fixed commissions paid  in
connection  with most such foreign stock  transactions generally are higher than
negotiated commissions on  United States transactions.  There generally is  less
government  supervision and  regulation of  foreign stock  exchanges and brokers
than in the United States. Foreign security settlements may in some instances be
subject to delays and related administrative uncertainties.

Foreign equity securities may be held by  the Portfolio in the form of  American
Depository  Receipts ("ADRs"),  European Depository Receipts  ("EDRs," which are
sometimes  referred  to  as  Continental  Depository  Receipts  or  "CDRs"),  or
securities  convertible  into foreign  equity securities.  ADRs  or EDRs  may be
listed on stock  exchanges, or  traded in  the over-the-counter  markets in  the
United  States or Europe, as the case may be. ADRs, like other securities traded
in the  United States,  will  be subject  to  negotiated commission  rates.  The
foreign  and domestic debt securities and  money market instruments in which the
Funds may invest are generally traded in the over-the-counter markets.

During the fiscal year ended October 31, 1995, virtually all of the $97,159 paid
by the  Portfolio in  connection with  transactions having  an aggregate  dollar
value  of  approximately $22,579,000  was paid  to broker-dealers  who furnished
investment research to Advisers, as outlined above.

The Portfolio  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  Portfolio. No commissions were paid  to
any  affiliate of Advisers during the fiscal years ended October 31, 1995, 1994,
and 1993.

The Portfolio's acquisition during  the fiscal year ended  October 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
NAME OF ISSUER                                AT END OF PERIOD
- --------------------------------------------  ----------------
<S>                                           <C>
First Bank (N.A.)...........................    $  2,797,000
</TABLE>

                                       40
<PAGE>
CAPITAL STOCK

The  Portfolio'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  February 22, 1996,  the Portfolio had outstanding  4,046,527 Class A shares,
99,734 Class B shares,  51,597 Class C  shares, and 169,631  Class H shares.  On
that  date,  no person  owned  of record  or,  to Fortis  Worldwide's knowledge,
beneficially as  much as  5%  of the  outstanding shares  of  any Class  of  the
Portfolio, except as follows:

Class C:   Francis X. Hagerty, IRA,
            201 Adams Ct., Colleyville, TX 76034-6811--7%;
           Richard Klarr,
            4004 Providence Dr., Carrollton, TX 75007--6%.

The  Portfolio currently offers its shares  in four classes, each with different
sales arrangements  and bearing  different  expenses. Under  Fortis  Worldwide's
Articles  of Incorporation, the  Board of Directors is  authorized to create new
portfolios or classes without the approval of the shareholders of the Portfolio.
Each share will have a pro rata  interest in the assets of the Fortis  Worldwide
portfolios  to which the shares of that  series relate and will have no interest
in the  assets  of  any  other  Fortis Worldwide  portfolio.  In  the  event  of
liquidation,  each share  of a  Fortis Worldwide  portfolio would  have the same
rights to dividends  and assets as  every other share  of that Fortis  Worldwide
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.

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.

Fortis  Worldwide  is  not  required  under  Minnesota  law  to  hold  annual or
periodically scheduled regular meetings  of shareholders. Minnesota  corporation
law  provides for the Board of Directors to convene shareholder meetings when it
deems appropriate. In  addition, if a  regular meeting of  shareholders has  not
been  held during  the immediately  preceding fifteen  months, a  shareholder or
shareholders holding  three percent  or  more of  the  voting shares  of  Fortis
Worldwide  may demand  a regular  meeting of  shareholders by  written notice of
demand given to the  chief executive officer or  the chief financial officer  of
Fortis  Worldwide. Within  ninety days  after receipt  of the  demand, a regular
meeting  of  shareholders   must  be   held  at   Fortis  Worldwide'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.

COMPUTATION OF NET ASSET VALUE AND PRICING

On October 31, 1995, the Portfolio's net asset value was calculated as follows:

CLASS A

Net Assets     ($68,302,193)
- ------------------------        =  Net Asset Value Per Share ($18.24)
Shares Outstanding (3,745,223)

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

$18.24
 ----   =  Public Offering Price Per Share ($19.15)
 .9525

CLASS B

Net Assets        ($991,291)
- ------------------------        =  Net Asset Value Per Share ($18.12)
Shares Outstanding  (54,717)

CLASS H

Net Assets      ($2,140,858)
- ------------------------        =  Net Asset Value Per Share ($18.12)
Shares Outstanding  (118,134)

CLASS C

Net Assets        ($434,284)
- ------------------------        =  Net Asset Value Per Share ($18.13)
Shares Outstanding  (23,956)

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 Portfolio 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  the Portfolio'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  (or 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,  the  net  asset  value  of the  Portfolio's  shares  need  not be
determined (i) on days on which changes in the value of the portfolio securities
of the Portfolio will not materially affect  the current net asset value of  the
Portfolio's  shares or (ii) on days during  which no shares of the Portfolio are
tendered for redemption and no orders to purchase or sell the Portfolio's shares
are received by the Portfolio.

SPECIAL PURCHASE PLANS

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

                                       41
<PAGE>
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 Portfolio
shares to  be  purchased under  the  Statement  of Intention.  Any  such  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 Portfolio 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 TAX QUALIFIED RETIREMENT PLANS. Individual taxpayers can defer taxes on
current   income  by  investing  in   certain  tax  qualified  retirement  plans
established by  their employers  or Individual  Retirement Accounts  (IRAs)  for
retirement.  lRAs  may  be opened  by  anyone  who has  earned  compensation for
services rendered. Certain reductions in sales  charges set forth under "How  to
Buy  Portfolio Shares" in the 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.

The Portfolio 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
                        TAXABLE    DEDUCTIBLE   DEDUCTIBLE   NON-DEDUCTIBLE
                      INVESTMENT      IRA*         IRA**         IRA***
                      -----------  -----------  -----------  ---------------
<S>                   <C>          <C>          <C>          <C>
10 years - 15%         $  24,799    $  31,291    $  28,944      $  26,597
 Federal tax bracket

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

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

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

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

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

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

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

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

20 years - 39.6%       $  40,820    $  98,846    $  79,274      $  59,703
 Federal tax 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.

                                       42
<PAGE>
The 15% Federal income tax  rate applies to taxable  income up to and  including
$40,100   for  married  couples   filing  jointly  and   $24,000  for  unmarried
individuals. The 28%  Federal income  tax rate  applies to  taxable income  from
$40,100 to $96,900 for married couples filing jointly and to taxable income from
$24,000  to $58,150 for  unmarried individuals. The 31%  Federal income tax rate
applies to taxable income  from $96,900 to $147,700  for married couples  filing
jointly   and  to  taxable  income  from   $58,150  to  $121,300  for  unmarried
individuals. The 36%  Federal income  tax rate  applies to  taxable income  from
$147,700  to $263,750 for  married couples filing jointly  and to taxable income
from $121,300 to $263,750  for unmarried individuals.  The 39.6% Federal  income
tax  rate applies  to taxable income  above $263,750 for  married couples filing
jointly  and  to  taxable  income  above  $263,750  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 the Portfolio 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;  self-employed 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 self-employed and small group  corporate plans. The bank reserves  the
right to change its fees on 30 days' prior written notice.

WITHHOLDING.  Generally, distributions from accounts for tax qualified plans are
subject to  either mandatory  20% Federal  tax withholding  or optional  Federal
income  tax withholding. Mandatory income tax  withholding will not apply if the
payee elects  to directly  roll his  or her  distribution to  either an  IRA  or
another qualified retirement plan. Any payee entitled to optional Federal income
tax  withholding 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
tax  qualifed plans 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.

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 at the parents' top rate. Control of the shares passes to the
child  upon  reaching a  specified  adult age  (either 18  or  21 years  in most
states).

SYSTEMATIC INVESTMENT PLAN

The Portfolio provides a  convenient, voluntary method  of purchasing shares  in
the Portfolio 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.

By acquiring  Portfolio shares  on  a regular  basis  pursuant to  a  Systematic
Investment Plan, or investing regularly on any other

                                       43
<PAGE>
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 the Portfolio, 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 Portfolio
and the resulting economies of sales effort and expense.

PURCHASES BY FORTIS WORLDWIDE DIRECTORS OR OFFICERS

This privilege  is based  upon  their familiarity  with  the Portfolio  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
Portfolio as a  result of their  working for a  company selling the  Portfolio's
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
Portfolio 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
Portfolio and the resulting lack of sales effort and expense.

                                       44
<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
Portfolio and the resulting lack of sales effort and expense.

REDEMPTION

The obligation of the Portfolio to redeem  its shares when called upon to do  so
by  the shareholder is mandatory with certain exceptions. The Portfolio will pay
in cash all redemption  requests by a 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  Portfolio at  the beginning  of such  period. When  redemption  requests
exceed  such amount, however, the  Portfolio reserves the right  to make part or
all of the payment in the form of readily marketable securities or other  assets
of the Portfolio. 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  Portfolio to  the
detriment  of  the existing  shareholders. Any  securities being  so distributed
would be valued in the same manner as the Portfolio 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 Portfolio  of securities  owned by  it is  not
reasonably  practicable, or it  is not reasonably  practicable for the Portfolio
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  Portfolio   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 Portfolio  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 if he  or she  has made  a
minimum  investment in Portfolio shares  of $4,000 ($50 or  more per month if at
least $10,000 has been  invested), or has acquired  and deposited shares  having
either  an original cost, or current value computed on the basis of the offering
price, equal  to  the  appropriate  amount. 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  Portfolio  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. 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  the Portfolio.  The  cost of  operating  the Plan  is  borne by
Advisers. The redemption of Portfolio shares  pursuant to the Plan is a  taxable
event to the shareholder.

REINVESTMENT PRIVILEGE

In order to allow investors who have redeemed Portfolio shares an opportunity to
reinvest,  without additional cost,  a one-time privilege  is offered whereby an
investor may reinvest  in the Portfolio,  or in any  other fund underwritten  by
Investors  and available to the public, without a sales charge. The reinvestment
privilege must be

                                       45
<PAGE>
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 Portfolio.

The purchase price for Portfolio  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  the  Portfolio, 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

The Portfolio qualified in the fiscal  year ended October 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  the Portfolio  so
qualifies,  the  Portfolio is  not taxed  on  the income  it distributes  to its
shareholders.

For individuals in taxable year 1996,  long-term capital gains are subject to  a
maximum  tax rate of 28%  while ordinary income is subject  to a maximum rate of
39.6% (for taxable  income in excess  of $263,750). (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 the Portfolio 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, the Portfolio 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 Portfolio pays income  tax. In order to  avoid
the imposition of the excise tax, the Portfolio generally must declare dividends
by  the  end  of  a  calendar  year representing  at  least  98  percent  of the
Portfolio'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.

The marked-to-market rules of  the Code may require  the Portfolio to  recognize
gains and losses on certain options and futures held by the Portfolio at the end
of  the fiscal year.  Under the marked-to-market  rules, 60% of  any net capital
gain or  loss recognized  is treated  as  long-term and  40% as  short-term.  In
addition,  the  straddle rules  of the  Code would  require deferral  of certain
losses realized on positions of a straddle to the extent that the Portfolio  had
unrealized gains in offsetting positions at year end.

If  the Portfolio invests  in zero coupon obligations  upon their issuance, such
obligations will have  original issue discount  in the hands  of the  Portfolio.
Generally, the original issue discount equals the difference between the "stated
redemption  price at maturity" of the obligation  and its "issue price" as those
terms are defined in the Code. The  Portfolio is required to accrue as  ordinary
interest  income  a portion  of  such original  issue  discount even  though the
Portfolio receives no cash currently as interest payment on the obligation.

Because the Portfolio  is required to  distribute substantially all  of its  net
investment  income  (including  accrued  original issue  discount)  in  order to
qualify as a  regulated investment  company, the  Portfolio may  be required  to
distribute  an amount greater than the  total cash income the Portfolio actually
receives. Accordingly, in order to make the required distribution, the Portfolio
may be required to borrow  or to liquidate securities.  The extent to which  the
Portfolio  may liquidate securities at a gain  may be limited by the requirement
that generally  less than  30% of  the Portfolio's  gross income  (on an  annual
basis)  consists of gains from  the sale of securities  held for less than three
months.

Under Section 988 of the Code, all or a portion of gains and losses from certain
transactions is treated as ordinary income or loss. These rules generally  apply
to transactions in certain securities denominated in foreign currencies, forward
contracts  in foreign currencies,  futures contracts in  foreign currencies that
are not  "regulated futures  contracts," certain  unlisted options  and  foreign
currency swaps. The rules under Section 988 may also affect the timing of income
recognized by the Portfolio.

Pursuant to a special provision in the Code, if Portfolio 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,  the Portfolio 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.

If more than 50% of the Portfolio's total assets at the close of its fiscal year
consist of securities of foreign corporations, it will be eligible to, and  may,
file an election with the Internal Revenue

                                       46
<PAGE>
Service  pursuant to  which shareholders will  be required to  include their pro
rata portions of foreign taxes paid by the Portfolio as income received by them.
Shareholders may then either  deduct such pro rata  portions in computing  their
taxable  income or use them  as foreign tax credits  against their United States
income taxes. If it makes such  an election, the Portfolio will report  annually
to  each shareholder the  amount of foreign  taxes to be  included in income and
then either deducted or credited.

Alternatively, if the amount of foreign taxes paid by the Portfolio is not large
enough to warrant  its making the  election described above,  the Portfolio  may
claim  the amount  of foreign taxes  paid as  a deduction against  its own gross
income. In that case, shareholders would  not be required to include any  amount
of  foreign  taxes  paid by  the  Portfolio in  their  income and  would  not be
permitted either to deduct any portion of foreign taxes from their own income or
to claim any amount of foreign tax credit for taxes paid by the Portfolio.

For Federal income tax purposes, the  Portfolio had a capital loss carryover  of
$4,864,899  at  October 31,  1995, which,  if not  offset by  subsequent capital
gains, will expire as follows:

<TABLE>
<S>                         <C>
2000......................  $ 483,191
2001......................  $ 125,453
2002......................  $1,054,200
2003......................  $3,202,055
</TABLE>

It is unlikely the Board of Directors  will authorize a distribution of any  net
realized  gains until  the available capital  loss carryover has  been offset or
expired.

The foregoing is a general discussion of the Federal income tax consequences  of
an  investment in the Portfolio  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  (including a  majority  of the
directors who are not parties to the contract, or interested persons of any such
party) last approved a new Underwriting Agreement with Investors dated  November
14,  1994, which became effective November 14, 1994. This Underwriting Agreement
may be terminated by Fortis Worldwide or Investors at any time by the giving  of
60  days'  written notice,  and  terminates automatically  in  the event  of its
assignment. Unless sooner terminated, the Underwriting Agreement shall  continue
in  effect for  more than  two years after  its execution  only so  long as such
continuance is also approved by the vote of a majority of the directors who  are
not  parties  to  such Underwriting  Agreement,  or interested  persons  of such
parties, cast in person at  a meeting called for the  purpose of voting on  such
approval.

The Underwriting Agreement requires Investors or Advisers to pay all promotional
expenses  in  connection  with  the  distribution  of  the  Portfolio's  shares,
including paying  for printing  and  distributing prospectuses  and  shareholder
reports  to new shareholders,  and the costs  of sales literature.  See "Plan of
Distribution," below, regarding fees paid to Investors to be used to  compensate
those  who sell Portfolio  shares and to  pay certain other  expenses of selling
Portfolio shares.

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

PLAN OF DISTRIBUTION

The  policy of having  the Portfolio compensate those  who sell Portfolio shares
has been adopted  pursuant to  Rule 12b-1 under  the Investment  Company Act  of
1940.  Rule  12b-1(b)  provides  that  any payments  made  by  the  Portfolio 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 Portfolio'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 Portfolio 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  Portfolio 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 Portfolio 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 Portfolio.

                                       47
<PAGE>
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 Portfolio may rely on Rule 12b-1(b) only if  the
selection  and nomination of the disinterested directors of Fortis Worldwide are
committed to  the  discretion of  such  disinterested directors.  Rule  12b-1(e)
provides  that the Portfolio 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 26(a) and (b)
of the Investment  Company Act of  1940, that there  is a reasonable  likelihood
that  the plan  will benefit  the Portfolio and  its shareholders.  The Board of
Directors has made such conclusion.

The Board of Directors last approved the plan on December 7, 1995.

                                       48
<PAGE>
PERFORMANCE

$1,000 SINGLE INVESTMENT
<TABLE>
<CAPTION>
                  VALUE OF                            WORLDWIDE GLOBAL GROWTH CLASS A
                   INITIAL                REINVESTED
     YEAR          $1,000                CAPITAL GAINS                                              TOTAL
     ENDED         INVEST-                  DISTRI-                  REINVESTED                  CUMULATIVE      % YEARLY
  OCTOBER 31,      MENT($)        +       BUTIONS($)        +       DIVIDENDS($)        =         VALUE($)        CHANGE
<S>              <C>          <C>        <C>            <C>        <C>              <C>        <C>              <C>
         91*          1,030                        0                          0                       1,030             3.0%
          92          1,092                        1                          2                       1,095             6.3%
          93          1,367                        1                          2                       1,370            25.1%
          94          1,401                        1                          2                       1,404             2.5%
          95          1,729                        1                          3                       1,733            23.4%
                                                                                               Life of
                                           CUMULATIVE TOTAL RETURN                             Portfolio               73.3%

<CAPTION>
                           S&P 500                         DJIA                       MSCI WORLD
     YEAR             TOTAL                         TOTAL                         TOTAL
     ENDED         CUMULATIVE      % YEARLY      CUMULATIVE      % YEARLY      CUMULATIVE      % YEARLY
  OCTOBER 31,       VALUE($)        CHANGE        VALUE($)        CHANGE        VALUE($)        CHANGE
<S>              <C>              <C>          <C>              <C>          <C>              <C>
         91*            1,068            6.8%         1,067            6.7%         1,090             9.0%
          92            1,174            9.9%         1,156            8.3%         1,041            -4.5%
          93            1,349           14.9%         1,357           17.4%         1,331            27.9%
          94            1,402            3.9%         1,480            9.1%         1,439             8.1%
          95            1,772           26.4%         1,854           25.3%         1,584            10.1%
                    -- -- --            77.2%     -- -- --            85.4%     -- -- --            58.4 %
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                                                                LIFE OF
              MOST RECENT:                  1 YEAR       2 YEARS      3 YEARS      4 YEARS     PORTFOLIO
<S>                                       <C>          <C>          <C>          <C>          <C>
Worldwide Global Growth Class A                 17.55%        9.76%       14.68%       12.51%       13.58%
S&P 500                                         26.40%       14.62%       14.70%       13.49%       14.11%
DJIA                                            25.26%       16.88%       17.07%       14.81%       15.31%
MSCI World                                      10.03%        9.09%       15.01%        9.79%       11.20%
</TABLE>

$2,000 ANNUAL INVESTMENTS
<TABLE>
<CAPTION>
                                                                   WORLDWIDE GLOBAL GROWTH CLASS A
                                     VALUE OF               REINVESTED
                                      INITIAL                 CAPITAL
                                      $2,000                   GAINS                                                   TOTAL
  YEAR ENDED        CUMULATIVE        INVEST-                 DISTRI-                  REINVESTED                   CUMULATIVE
  OCTOBER 31,      INVESTMENT($)      MENT($)        +      BUTIONS($)       +        DIVIDENDS($)         =         VALUE($)
<S>              <C>                <C>          <C>        <C>          <C>        <C>                <C>        <C>
         91*             2,000           2,060                       0                          0                        2,060
          92             4,000           4,203                       3                          7                        4,213
          93             6,000           7,645                       4                          9                        7,658
          94             8,000           9,788                       4                          9                        9,801
          95            10,000          14,431                       5                         11                       14,447

<CAPTION>
                                                     MSCI WORLD
                  S&P 500 TOTAL     DJIA TOTAL          TOTAL
  YEAR ENDED       CUMULATIVE       CUMULATIVE       CUMULATIVE
  OCTOBER 31,       VALUE($)         VALUE($)         VALUE($)
<S>              <C>              <C>              <C>
         91*            2,136            2,134            2,180
          92            4,547            4,477            3,993
          93            7,520            7,606            7,659
          94            9,896           10,477           10,448
          95           15,036           15,629           13,696
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                                                                LIFE OF
              MOST RECENT:                  1 YEAR       2 YEARS      3 YEARS      4 YEARS     PORTFOLIO
<S>                                       <C>          <C>          <C>          <C>          <C>
Worldwide Global Growth Class A                 17.55%       12.19%       13.54%       13.08%       13.25%
S&P 500                                         26.40%       18.17%       16.28%       15.03%       14.72%
DJIA                                            25.26%       19.37%       18.10%       16.61%       16.17%
MSCI World                                      10.03%        9.39%       12.46%       11.30%       11.26%
</TABLE>

- ------------------------------
*For the Portfolio, July 8, 1991 through October 31, 1991; for the S&P 500,
 DJIA, and MSCI World, July 1, 1991 through October 31, 1991 (because data
 unavailable for other than full month periods).

                                       49
<PAGE>
$1,000 SINGLE INVESTMENT
<TABLE>
<CAPTION>
                  VALUE OF                             WORLDWIDE GLOBAL GROWTH CLASS B
                   INITIAL                REINVESTED
                   $1,000                CAPITAL GAINS                                              TOTAL
  YEAR ENDED       INVEST-                  DISTRI-                  REINVESTED                  CUMULATIVE       % YEARLY
  OCTOBER 31,      MENT($)        +       BUTIONS($)        +       DIVIDENDS($)        =         VALUE($)         CHANGE
<S>              <C>          <C>        <C>            <C>        <C>              <C>        <C>              <C>
         95*          1,241                        0                          0                       1,241            24.1%

<CAPTION>
                           S&P 500                       DJIA                       MSCI WORLD
                      TOTAL                        TOTAL                        TOTAL
  YEAR ENDED       CUMULATIVE      % YEARLY     CUMULATIVE      % YEARLY     CUMULATIVE       % YEARLY
  OCTOBER 31,       VALUE($)        CHANGE       VALUE($)        CHANGE       VALUE($)         CHANGE
<S>              <C>              <C>         <C>              <C>         <C>              <C>
         95*            1,264          26.4%         1,253          25.3%         1,100            10.0%
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                       LIFE OF
                   MOST RECENT:                       PORTFOLIO*
<S>                                                  <C>
Worldwide Global Growth Class B                            24.11%
S&P 500                                                    26.40%
DJIA                                                       25.26%
MSCI World                                                 10.03%
</TABLE>

$2,000 ANNUAL INVESTMENTS
<TABLE>
<CAPTION>
                                                                   WORLDWIDE GLOBAL GROWTH CLASS B
                                     VALUE OF               REINVESTED
                                      INITIAL                 CAPITAL
                                      $2,000                   GAINS                                                   TOTAL
  YEAR ENDED        CUMULATIVE        INVEST-                 DISTRI-                  REINVESTED                   CUMULATIVE
  OCTOBER 31,      INVESTMENT($)      MENT($)        +      BUTIONS($)       +        DIVIDENDS($)         =         VALUE($)
<S>              <C>                <C>          <C>        <C>          <C>        <C>                <C>        <C>
         95*             2,000           2,482                       0                          0                        2,482

<CAPTION>
                                                     MSCI WORLD
                  S&P 500 TOTAL     DJIA TOTAL          TOTAL
  YEAR ENDED       CUMULATIVE       CUMULATIVE       CUMULATIVE
  OCTOBER 31,       VALUE($)         VALUE($)         VALUE($)
<S>              <C>              <C>              <C>
         95*            2,528            2,505            2,201
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                       LIFE OF
                   MOST RECENT:                       PORTFOLIO*
<S>                                                  <C>
Worldwide Global Growth Class B                            24.11%
S&P 500                                                    26.40%
DJIA                                                       25.26%
MSCI World                                                 10.03%
</TABLE>

*This reflects the cumulative total return from November 14, 1994 to October 31,
 1995.

                                       50
<PAGE>
$1,000 SINGLE INVESTMENT
<TABLE>
<CAPTION>
                  VALUE OF                             WORLDWIDE GLOBAL GROWTH CLASS C
                   INITIAL                REINVESTED
                   $1,000                CAPITAL GAINS                                              TOTAL
  YEAR ENDED       INVEST-                  DISTRI-                  REINVESTED                  CUMULATIVE       % YEARLY
  OCTOBER 31,      MENT($)        +       BUTIONS($)        +       DIVIDENDS($)        =         VALUE($)         CHANGE
<S>              <C>          <C>        <C>            <C>        <C>              <C>        <C>              <C>
         95*          1,242                        0                          0                       1,242            24.2%

<CAPTION>
                           S&P 500                       DJIA                       MSCI WORLD
                      TOTAL                        TOTAL                        TOTAL
  YEAR ENDED       CUMULATIVE      % YEARLY     CUMULATIVE      % YEARLY     CUMULATIVE       % YEARLY
  OCTOBER 31,       VALUE($)        CHANGE       VALUE($)        CHANGE       VALUE($)         CHANGE
<S>              <C>              <C>         <C>              <C>         <C>              <C>
         95*            1,264          26.4%         1,253          25.3%         1,100            10.0%
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                       LIFE OF
                   MOST RECENT:                       PORTFOLIO*
<S>                                                  <C>
Worldwide Global Growth Class C                            24.18%
S&P 500                                                    26.40%
DJIA                                                       25.26%
MSCI World                                                 10.03%
</TABLE>

$2,000 ANNUAL INVESTMENTS
<TABLE>
<CAPTION>
                                                                   WORLDWIDE GLOBAL GROWTH CLASS C
                                     VALUE OF               REINVESTED
                                      INITIAL                 CAPITAL
                                      $2,000                   GAINS                                                   TOTAL
  YEAR ENDED        CUMULATIVE        INVEST-                 DISTRI-                  REINVESTED                   CUMULATIVE
  OCTOBER 31,      INVESTMENT($)      MENT($)        +      BUTIONS($)       +        DIVIDENDS($)         =         VALUE($)
<S>              <C>                <C>          <C>        <C>          <C>        <C>                <C>        <C>
         95*             2,000           2,484                       0                          0                        2,484

<CAPTION>
                                                     MSCI WORLD
                  S&P 500 TOTAL     DJIA TOTAL          TOTAL
  YEAR ENDED       CUMULATIVE       CUMULATIVE       CUMULATIVE
  OCTOBER 31,       VALUE($)         VALUE($)         VALUE($)
<S>              <C>              <C>              <C>
         95*            2,528            2,505            2,201
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                       LIFE OF
                   MOST RECENT:                       PORTFOLIO*
<S>                                                  <C>
Worldwide Global Growth Class C                            24.18%
S&P 500                                                    26.40%
DJIA                                                       25.26%
MSCI World                                                 10.03%
</TABLE>

*This reflects the cumulative total return from November 14, 1994 to October 31,
 1995.

                                       51
<PAGE>
$1,000 SINGLE INVESTMENT
<TABLE>
<CAPTION>
                  VALUE OF                             WORLDWIDE GLOBAL GROWTH CLASS H
                   INITIAL                REINVESTED
                   $1,000                CAPITAL GAINS                                              TOTAL
  YEAR ENDED       INVEST-                  DISTRI-                  REINVESTED                  CUMULATIVE       % YEARLY
  OCTOBER 31,      MENT($)        +       BUTIONS($)        +       DIVIDENDS($)        =         VALUE($)         CHANGE
<S>              <C>          <C>        <C>            <C>        <C>              <C>        <C>              <C>
         95*          1,241                        0                          0                       1,241            24.1%

<CAPTION>
                           S&P 500                       DJIA                       MSCI WORLD
                      TOTAL                        TOTAL                        TOTAL
  YEAR ENDED       CUMULATIVE      % YEARLY     CUMULATIVE      % YEARLY     CUMULATIVE       % YEARLY
  OCTOBER 31,       VALUE($)        CHANGE       VALUE($)        CHANGE       VALUE($)         CHANGE
<S>              <C>              <C>         <C>              <C>         <C>              <C>
         95*            1,264          26.4%         1,253          25.3%         1,100            10.0%
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                       LIFE OF
                   MOST RECENT:                       PORTFOLIO*
<S>                                                  <C>
Worldwide Global Growth Class H                            24.11%
S&P 500                                                    26.40%
DJIA                                                       25.26%
MSCI World                                                 10.03%
</TABLE>

$2,000 ANNUAL INVESTMENTS
<TABLE>
<CAPTION>
                                                                   WORLDWIDE GLOBAL GROWTH CLASS H
                                     VALUE OF               REINVESTED
                                      INITIAL                 CAPITAL
                                      $2,000                   GAINS                                                   TOTAL
  YEAR ENDED        CUMULATIVE        INVEST-                 DISTRI-                  REINVESTED                   CUMULATIVE
  OCTOBER 31,      INVESTMENT($)      MENT($)        +      BUTIONS($)       +        DIVIDENDS($)         =         VALUE($)
<S>              <C>                <C>          <C>        <C>          <C>        <C>                <C>        <C>
         95*             2,000           2,482                       0                          0                        2,482

<CAPTION>
                                                     MSCI WORLD
                  S&P 500 TOTAL     DJIA TOTAL          TOTAL
  YEAR ENDED       CUMULATIVE       CUMULATIVE       CUMULATIVE
  OCTOBER 31,       VALUE($)         VALUE($)         VALUE($)
<S>              <C>              <C>              <C>
         95*            2,528            2,505            2,201
</TABLE>

                          AVERAGE ANNUAL TOTAL RETURN
           (Percentages based upon the above hypothetical investment)

<TABLE>
<CAPTION>
                                                       LIFE OF
                   MOST RECENT:                       PORTFOLIO*
<S>                                                  <C>
Worldwide Global Growth Class H                            24.11%
S&P 500                                                    26.40%
DJIA                                                       25.26%
MSCI World                                                 10.03%
</TABLE>

*This reflects the cumulative total return from November 14, 1994 to October 31,
 1995.

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 above tables 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"),  Dow Jones Industrial Average ("DJIA"), and
MSCI World Index ("MSCI World") as well as the Portfolio). Both indices  consist
of   unmanaged  groups  of  common  stocks.  Had  dividends  and  capital  gains
distributions been  taken  in  cash,  with  no  shares  being  acquired  through
reinvestment,  the cash payments for Classes A, B, C, and H for the period would
have been $1, $0, $0, and $0 for capital gains distributions and $2, $0, $0, and
$0 for income dividends,  and the value  of the shares as  of October 31,  1995,
would  have been $1,729, $1,241, $1,242, and  $1,241. 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.

                                       52
<PAGE>
Cumulative total return is computed by finding the cumulative compounded rate of
return over the  period indicated  in the  advertisement that  would equate  the
initial  amount  invested  to  the ending  redeemable  value,  according  to the
following formula:

            ERV-P
CTR  =   (  -----  )  100
              P

Where:  CTR   = Cumulative total return
        ERV   = ending redeemable value at the end of
                the period of a hypothetical $1,000
                payment made at the beginning of such
                period; and
        P     = initial payment of $1,000

This calculation  assumes  all  dividends and  capital  gain  distributions  are
reinvested at net asset value on the appropriate reinvestment dates as described
in  the Prospectus and includes all  recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.

Average annual total return figures are  computed by finding the average  annual
compounded  rates of return over the periods indicated in the advertisement that
would equate  the  initial  amount  invested to  the  ending  redeemable  value,
according to the following formula:

P(1+T)n  = ERV

<TABLE>
     <S>     <C> <C> <C>
     Where:  P     = a hypothetical initial payment of $1,000
             T     = average annual total return;
             n     = number of years; and
             ERV   = ending redeemable value at the end of
                     the period of a hypothetical $1,000
                     payment made at the beginning of such
                     period.
</TABLE>

This  calculation deducts the maximum sales charge from the initial hypothetical
$1,000 investment, assumes  all dividends  and capital  gains distributions  are
reinvested at net asset value on the appropriate reinvestment dates as described
in  the Prospectus, and includes all recurring fees, such as investment advisory
and management fees, charged to all shareholder accounts.

The systematic investment  plan average  annual total  return (for  hypothetical
investments  of $2,000 at the beginning of each year) is computed by finding the
average annual  compounded rate  of return  over the  periods indicated  in  the
advertisement  that would  equate the  periodic payment  amount invested  to the
ending redeemable value according to the following formula:

                    (1+T)n - 1
ERV = PMT (1+T)     ----------
                         T

<TABLE>
     <S>     <C> <C> <C>
     Where:  ERV   = ending redeemable value at the end of
                     the period of hypothetical investments
                     of $2,000 made at the beginning of each
                     year;
             PMT   = Periodic payment ($2,000);
             T     = Average annual total return; and
             n     = number of years.
</TABLE>

This calculation  deducts the  applicable sales  charge from  each  hypothetical
$2,000  investment, assumes  all dividends  and capital  gains distributions are
reinvested at net asset value on the appropriate reinvestment dates as described
in the Prospectus, and includes all recurring fees, such as investment  advisory
and management fees, charged to all shareholder accounts.

As noted in the Prospectus, the Portfolio may advertise its relative performance
as  compiled  by  outside  organizations or  refer  to  publications  which have
mentioned its performance.

The Portfolio may from time to time compare the Portfolio with the following:

   (1) The Salomon Brothers Non-U.S. Dollars Indices, which are measures of  the
total  return performance of high-quality non-U.S. dollar denominated securities
in major sectors of the worldwide bond markets.

   (2)  The  Shearson  Lehman  Government/Corporate  Bond  Index,  which  is   a
comprehensive  measure of all public obligations of the U.S. Treasury (excluding
flower bonds and foreign targeted issues), all publicly issued debt of  agencies
of  the U.S. Government (excluding  mortgage-backed securities), and all public,
fixed rate, nonconvertible  investment grade  domestic corporate  debt rated  at
least  Baa by Moody's or BBB  by S&P, or, in the  case of nonrated bonds, BBB by
Fitch Investors Service (excluding Collateralized Mortgage Obligations).

   (3) Average of Savings Accounts, which is  a measure of all kinds of  savings
deposits,  including longer-term certificates (based  on figures supplied by the
U.S. League of Savings Institutions).  Savings accounts offer a guaranteed  rate
of  return on principal, but no opportunity for capital growth. During a portion
of the period, the  maximum rates paid  on some savings  deposits were fixed  by
law.

   (4)  The Consumer Price  Index, which is  a measure of  the average change in
prices over time in a fixed market basket of

                                       53
<PAGE>
goods and services (e.g., food, clothing, shelter, fuels, transportation  fares,
charges  for doctors' and dentists'  services, prescription medicines, and other
goods and services that people buy for day-to-day living).

   (5) Bear Stearns Foreign  Bond Index, which  provides simple average  returns
for  individual countries and GNP-weighted index, beginning in 1975. The returns
are broken down by local market and currency.

   (6) Ibbottson Associates International Bond Index, which provides a  detailed
breakdown of local market and currency returns since 1960.

   (7)  Standard & Poor's "500"  Index ("S&P 500") which  is a widely recognized
index composed of the capitalization-weighted average of the price of 500 of the
largest publicly traded stocks in the United States.

   (8) Salomon Brothers  Broad Investment  Grade Index  which is  a widely  used
index  composed of U.S. domestic government, corporate and mortgage-backed fixed
income securities.

   (9) Dow Jones Industrial Average.

  (10) Financial News Composite Index.

  (11) Morgan  Stanley Capital  International  World Indices,  including,  among
others,  the Morgan  Stanley World Index  ("MSCI World") and  the Morgan Stanley
Capital International Europe, Australia, Far East Index ("EAFE Index"). The EAFE
index is an unmanaged index of more than 800 companies of Europe, Australia, and
the Far East.

Indices prepared by the research departments of such financial organizations  as
Salomon  Brothers,  Inc.;  Merrill Lynch,  Pierce,  Fenner &  Smith,  Inc.; Bear
Stearns & Co., Inc.;  Morgan Stanley; and Ibbottson  Associates may be used,  as
well as information provided by the Federal Reserve Board.

Following is a list of ratings services which may be referred to, along with the
category  in which the Portfolio is included.  Because some of these services do
not take into account  sales charges, their ratings  may sometimes be  different
than had they done so:

<TABLE>
<CAPTION>
RATINGS SERVICE                      CATEGORY
- ---------------------------------    --------------------
<S>                                  <C>
Lipper Analytical Services, Inc.     Global fund
Wiesenberger Investment Companies
 Services                            International equity
Morningstar Publications, Inc.       World stock
Johnson's Charts                     International fund
CDA Technologies, Inc.               International equity
</TABLE>

                                       54
<PAGE>
Following is a list of the publications whose articles may be referred to:

AMERICAN BANKER (The)
AP-DOW Jones News Service
ASSOCIATED PRESS (The)
BARRON'S
BETTER INVESTING
BOARDROOM REPORTS
BOND BUYER & CREDIT MARKETS (The)
BOND BUYER (The)
BONDWEEK
BUSINESS MONTH
BUSINESS WEEK
CABLE NEWS NETWORK
CASHFLOW MAGAZINE
CFO
CHICAGO TRIBUNE (The)
CHRISTIAN SCIENCE MONITOR
CITY BUSINESS/CORPORATE REPORT
CITYBUSINESS PUBLICATIONS
COMMERCIAL & FINANCIAL CHRONICLE
CONSUMER GUIDE
CORPORATE FINANCE
DALLAS MORNING NEWS
DOLLARS & SENSE
DOW-JONES NEWS SERVICE
ECONOMIST (The)
EQUITY INTERNATIONAL
EUROMONEY
FINANCIAL EXECUTIVE
FINANCIAL PLANNING
FINANCIAL SERVICES WEEK
FINANCIAL TIMES
FINANCIAL WORLD
FORBES
FORTUNE
FUTURES
GLOBAL FINANCE
GLOBAL INVESTOR
INDUSTRY WEEK
INSTITUTIONAL INVESTOR
INTERNATIONAL HERALD TRIBUNE
INVESTMENT DEALER'S DIGEST
INVESTOR'S BUSINESS DAILY
KIPLINGER PERSONAL FINANCE
KIPLINGER CALIF. LETTER (The)
KIPLINGER FLORIDA LETTER
KIPLINGER TEXAS LETTER
KIPLINGER WASHINGTON LETTER (The)
KNIGHT/RIDDER FINANCIAL
LA TIMES
LIPPER ANALYTICAL SERVICES
MARKET CHRONICLE
MINNEAPOLIS STAR TRIBUNE
MONEY
MONEY MANAGEMENT LETTER
MOODY'S INVESTORS SERVICE, INC.
NATIONAL THRIFT NEWS
NATIONAL UNDERWRITER
NELSON'S RESEARCH MONTHLY
NEW YORK DAILY NEWS
NEW YORK NEWSDAY
NEW YORK TIMES (The)
NEWSWEEK
NIGHTLY BUSINESS REPORT (The)
PENSION WORLD
PENSIONS & INVESTMENT AGE
PERSONAL INVESTOR
PORTFOLIO LETTER
REGISTERED REPRESENTATIVE
RUETERS
SECURITIES PRODUCT NEWS
SECURITIES WEEK
SECURITY TRADERS HANDBOOK
SAINT PAUL PIONEER PRESS
STANDARD & POOR'S CORPORATION
STANGER'S INVESTMENT ADVISOR
STANGER'S SELLING MUTUAL FUNDS
STOCK MARKET MAGAZINE (The)
TIME
TRUSTS & ESTATES
U.S. NEWS & WORLD REPORT
UNITED PRESS INTERNATIONAL
USA TODAY
WALL STREET JOURNAL (The)
WASHINGTON POST (The)
FORTIS BENEFITS INSURANCE COMPANY
WOODBURY BULLETIN
WIESENBERGER INVESTMENT COMPANIES
  SERVICES

                                       55
<PAGE>
FINANCIAL STATEMENTS

The  financial statements included as part of the Portfolio's 1995 Annual Report
to Shareholders, filed with the Securities and Exchange Commission in  December,
1995,  are incorporated herein by reference.  The Annual Report accompanies this
Statement of Additional Information.

CUSTODIAN; COUNSEL; ACCOUNTANTS

First Bank National Association, 200 South Sixth Street, Minneapolis,  Minnesota
55402  acts as  custodian of  the Portfolio's  assets and  portfolio securities;
Dorsey & Whitney LLP, 220 South  Sixth Street, Minneapolis, Minnesota 55402,  is
the  independent General Counsel  for the Portfolio; and  KPMG Peat Marwick LLP,
4200 Norwest  Center,  Minneapolis, Minnesota  55402,  acts as  the  Portfolio's
independent accountants.

LIMITATION OF DIRECTOR LIABILITY

Under  Minnesota law, each  director of Fortis  Worldwide owes certain fiduciary
duties to it  and to its  shareholders. Minnesota law  provides that a  director
"shall  discharge the  duties of the  position of  director in good  faith, in a
manner the  director reasonably  believes to  be  in the  best interest  of  the
corporation,  and with the care an ordinarily  prudent person in a like position
would exercise under similar circumstances." Fiduciary duties of a director of a
Minnesota corporation include, therefore,  both a duty of  "loyalty" (to act  in
good  faith and act in a manner reasonably  believed to be in the best interests
of the corporation) and  a duty of  "care" (to act with  the care an  ordinarily
prudent  person in a like position  would exercise under similar circumstances).
Minnesota law  authorizes  corporations  to  eliminate  or  limit  the  personal
liability  of a  director to  the corporation  or its  shareholders for monetary
damages for breach  of the  fiduciary duty of  "care." Minnesota  law does  not,
however,  permit a corporation to eliminate or limit the liability of a director
(i) for any breach of the directors' duty of "loyalty" to the corporation or its
shareholders, (ii)  for acts  or omissions  not in  good faith  or that  involve
intentional  misconduct or a  knowing violation of law,  (iii) for authorizing a
dividend, stock repurchase or redemption or other

distribution  in  violation  of  Minnesota  law  or  for  violation  of  certain
provisions  of Minnesota securities laws, or (iv) for any transaction from which
the director derived an improper personal benefit. The Articles of Incorporation
of Fortis  Worldwide limit  the liability  of directors  to the  fullest  extent
permitted by Minnesota statutes, except to the extent that such liability cannot
be  limited  as  provided in  the  Investment  Company Act  of  1940  (which Act
prohibits any  provisions which  purport  to limit  the liability  of  directors
arising  from such directors' willful  misfeasance, bad faith, gross negligence,
or reckless disregard of  the duties involved  in the conduct  of their role  as
directors).

Minnesota  law does not eliminate the duty of "care" imposed upon a director. It
only authorizes a corporation to eliminate monetary liability for violations  of
that  duty. Minnesota law, further, does not permit elimination or limitation of
liability of  "officers"  to the  corporation  for  breach of  their  duties  as
officers  (including the liability of directors who serve as officers for breach
of their  duties as  officers). Minnesota  law does  not permit  elimination  or
limitation  of  the  availability of  equitable  relief, such  as  injunctive or
rescissionary relief.  Further, Minnesota  law does  not permit  elimination  or
limitation  of a director's  liability under the  Securities Act of  1933 or the
Securities Exchange Act of 1934, and it is uncertain whether and to what  extent
the  elimination  of monetary  liability would  extend  to violations  of duties
imposed on directors by  the Investment Company  Act of 1940  and the rules  and
regulations adopted under such Act.

ADDITIONAL INFORMATION

Fortis  Worldwide  has  filed  with  the  Securities  and  Exchange  Commission,
Washington, D.C. 20549,  a Registration  Statement under the  Securities Act  of
1933,  as  amended,  with  respect  to the  common  shares  offered  hereby. The
Prospectus and this Statement  of Additional Information do  not contain all  of
the  information set forth in the Registration Statement, certain parts of which
are omitted in  accordance with  Rules and  Regulations of  the Commission.  The
Registration  Statement  may  be  inspected  at  the  principal  office  of  the
Commission at 450 Fifth Street, N.W.,  Washington, D.C., and copies thereof  may
be obtained from the Commission at prescribed rates.

                                       56
<PAGE>
APPENDIX A

CORPORATE BOND, PREFERRED STOCK, AND COMMERCIAL PAPER RATINGS

COMMERCIAL PAPER RATINGS

STANDARD  & POOR'S  CORPORATION. Commercial paper  ratings are  graded into four
categories, ranging from "A" for the highest quality obligations to "D" for  the
lowest.  Issues  assigned  the A  rating  are  regarded as  having  the greatest
capacity for timely payment.  Issues in this category  are further refined  with
designation  1, 2, and  3 to indicate  the relative degree  of safety. The "A-1"
designation indicates that the degree of safety regarding timely payment is very
strong. Those issues determined  to possess overwhelming safety  characteristics
will  be  denoted  with  a  plus (+)  sign  designation.  The  "A-2" designation
indicates that the capacity for timely  payment on issues with this  designation
is  strong. However, the relative degree of safety  is not as high as for issues
designated "A-1."  Issues carrying  the "A-3"  designation have  a  satisfactory
capacity  for timely payment. They are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying the higher
designations.

MOODY'S INVESTORS SERVICE, INC. Moody's commercial paper ratings are opinions of
the ability of the issuers to repay punctually promissory obligations not having
an original maturity in excess of nine months. Moody's makes no  representations
that  such obligations are exempt from  registration under the Securities Act of
1933, nor does it represent  that any specific note is  a valid obligation of  a
rated  issuer or issued  in conformity with any  applicable law. Moody's employs
the following three designations, all judged to be investment grade, to indicate
the relative repayment capacity of rated issuers:

<TABLE>
<S>        <C>
Prime-1    Superior capacity for repayment of
           short-term promissory obligations.

Prime-2    Strong capacity for repayment of
           short-term promissory obligations.

Prime-3    Acceptable capacity for repayment of
           short-term promissory obligations.
</TABLE>

CORPORATE BOND RATINGS

STANDARD &  POOR'S  CORPORATION.  Its  ratings  for  corporate  bonds  have  the
following definitions:

Debt  rated "AAA" has the highest rating assigned by Standard & Poor's. Capacity
to pay interest and repay principal is extremely strong.

Debt rated "AA" has a very strong  capacity to pay interest and repay  principal
and differs from the higher rated issues only in a small degree.

Debt  rated  "A" has  a strong  capacity  to pay  interest and  repay principal,
although it is somewhat  more susceptible to the  adverse effects of changes  in
circumstances and economic conditions than debt in higher rated categories.

Debt  rated "BBB" is regarded as having an adequate capacity to pay interest and
repay principal. Whereas  it normally exhibits  adequate protection  parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a  weakened  capacity to  pay  interest and  repay  principal for  debt  in this
category than in higher rated categories.

BOND INVESTMENT  QUALITY STANDARDS.  Under present  commercial bank  regulations
issued  by  the  Comptroller  of  the Currency,  bonds  rated  in  the  top four
categories (AAA, AAA, A and BBB,  commonly known as "Investment Grade"  ratings)
are  generally regarded as eligible for  bank investment. In addition, the Legal
Investment Laws of various states impose  certain rating or other standards  for
obligations eligible for investment by savings banks, trust companies, insurance
companies, and fiduciaries generally.

MOODY'S  INVESTORS SERVICE,  INC. Its  ratings for  corporate bonds  include the
following:

Bonds which are rated "Aaa" are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable  margin
and  principal is  secure. While the  various protective elements  are likely to
change, such  changes as  can be  visualized  are most  unlikely to  impair  the
fundamentally strong position of such issues.

Bonds  which are rated "Aa"  are judged to be of  high quality by all standards.
Together with the  Aaa group,  they comprise what  are generally  known as  high
grade  bonds.  They are  rated  lower than  the  best bonds  because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be  of greater  amplitude or there  may be  other elements  present
which make the long-term risk appear somewhat larger than in Aaa securities.

Bonds  which  are rated  "A" possess  many  favorable attributes  and are  to be
considered as  upper  medium  grade  obligations.  Factors  giving  security  to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Bonds  which are rated  "Baa" are considered as  medium grade obligations, i.e.,
they are  neither highly  protected nor  poorly secured.  Interest payments  and
principal  security  appear  adequate  for the  present  but  certain protective
elements may be lacking or may  be characteristically unreliable over any  great
length  of time. Such  bonds lack outstanding  investment characteristics and in
fact have speculative characteristics as well.

                                       57
<PAGE>
PREFERRED STOCK RATING

STANDARD &  POOR'S  CORPORATION.  Its  ratings  for  preferred  stock  have  the
following definitions:

An  issue rated "AAA" has the highest rating  that may be assigned by Standard &
Poor's to a preferred stock issue and indicates an extremely strong capacity  to
pay the preferred stock obligations.

A preferred stock issue rated "AA" also qualifies as a high-quality fixed income
security.  The  capacity  to pay  preferred  stock obligations  is  very strong,
although not as overwhelming as for issues rated "AAA".

An issue rated  "A" is backed  by a sound  capacity to pay  the preferred  stock
obligations,  although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

An issue rated "BBB" is  regarded as backed by an  adequate capacity to pay  the
preferred  stock obligations.  Whereas it normally  exhibits adequate protection
parameters, adverse  economic conditions,  or  changing circumstances  are  more
likely  to lead to a weakened capacity to make payments for a preferred stock in
this category than for issues in the "A" category.

MOODY'S INVESTORS  SERVICE, INC.  Its ratings  for preferred  stock include  the
following:

An issue which is rated "Aaa" is considered to be a top-quality preferred stock.
This  rating  indicates good  asset protection  and the  least risk  of dividend
impairment within the universe of preferred stocks.

An issue which is  rated "Aa" is considered  a high-grade preferred stock.  This
rating  indicates that  there is  reasonable assurance  that earnings  and asset
protection will remain relatively well maintained in the foreseeable future.

An issue which is rated "A" is considered to be an upper-medium grade  preferred
stock.  While risks are judged to be somewhat greater than in the "aaa" and "aa"
classifications, earnings and asset protection  are nevertheless expected to  be
maintained at adequate levels.

An  issue which is rated "Baa" is  considered to be medium grade, neither highly
protected nor poorly secured. Earnings  and asset protection appear adequate  at
present but may be questionable over any great length of time.

APPENDIX B

DESCRIPTION OF FUTURES, OPTIONS AND FORWARD CONTRACTS

OPTIONS ON SECURITIES

An option on a security provides the purchaser, or "holder," with the right, but
not the obligation, to purchase, in the case of a "call" option, or sell, in the
case  of a "put" option, the security or securities underlying the option, for a
fixed exercise price up to a stated  expiration date or, in the case of  certain
options,  on such date. The  holder pays a nonrefundable  purchase price for the
option, known as the "premium." The maximum amount of risk the purchaser of  the
option  assumes is equal to the premium plus related transaction costs, although
this entire amount may be lost. The risk of the seller, or "writer," however, is
potentially unlimited, unless the option is "covered." A call option written  by
the Portfolio is "covered" if the Portfolio owns the underlying security covered
by  the call  or has an  absolute and  immediate right to  acquire that security
without additional cash consideration (or for additional cash consideration held
in a segregated account by its  custodian) upon conversion or exchange of  other
securities held in its portfolio. A call option is also covered if the Portfolio
holds  a call on the same security and  in the same principal amount as the call
written where the exercise price of the call  held (a) is equal to or less  than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the difference is maintained by the Portfolio in cash and
high  grade government securities in a  segregated account with its custodian. A
put option written by the Portfolio is "covered" if the Portfolio maintains cash
and high grade government securities with a value equal to the exercise price in
a segregated  account with  its  custodian, or  else holds  a  put on  the  same
security  and in the same principal amount as the put written where the exercise
price of the put held is equal to or greater than the exercise price of the  put
written. If the writer's obligation is not so covered, it is subject to the risk
of  the full change in value of the underlying security from the time the option
is written until exercise.

Upon exercise of the option, the holder is required to pay the purchase price of
the underlying  security, in  the  case of  a call  option,  or to  deliver  the
security  in  return  for  the purchase  price  in  the case  of  a  put option.
Conversely, the writer is  required to deliver  the security, in  the case of  a
call  option, or to purchase the security, in  the case of a put option. Options
on securities which have been  purchased or written may  be closed out prior  to
exercise  or  expiration  by  entering into  an  offsetting  transaction  on the
exchange  on  which  the  initial  position  was  established,  subject  to  the
availability of a liquid secondary market.

Options on securities and options on indexes of securities, discussed below, are
traded  on  national securities  exchanges, such  as  the Chicago  Board Options
Exchange and the New York  Stock Exchange, which are  regulated by the SEC.  The
Options  Clearing Corporation  guarantees the  performance of  each party  to an
exchange-traded  option,   by   in   effect  taking   the   opposite   side   of

                                       58
<PAGE>
each   such  option.  A   holder  or  writer  may   engage  in  transactions  in
exchange-traded options on securities and options on indexes of securities  only
through  a registered broker-dealer which  is a member of  the exchange on which
the option is traded.

In addition, options on securities and  options on indexes of securities may  be
traded  on  exchanges located  outside  the United  States  and over-the-counter
through financial institutions dealing in such options as well as the underlying
instruments. The  particular  risks of  transactions  on foreign  exchanges  and
over-the-counter  transactions  are set  forth more  fully  in the  Statement of
Additional Information.

OPTIONS ON STOCK INDEXES

In contrast to an option on a security, an option on a stock index provides  the
holder  with the right to make or receive a cash settlement upon exercise of the
option, rather than the right to purchase or sell a security. The amount of this
settlement is equal to (a) the amount, if any, by which the fixed exercise price
of the option exceeds (in the case of a call) or is below (in the case of a put)
the closing value of the underlying index on the date of exercise, multiplied by
(b) a fixed "index multiplier." The  purchaser of the option receives this  cash
settlement amount if the closing level of the stock index on the day of exercise
is  greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option. The writer  of the option is obligated, in  return
for  the premium  received, to  make delivery  of this  amount if  the option is
exercised. As in the  case of options  on securities, the  writer or holder  may
liquidate  positions in stock  index options prior to  exercise or expiration by
entering into closing transactions on the exchange on which such positions  were
established, subject to the availability of a liquid secondary market.

The Portfolio will cover all options on stock indexes by owning securities whose
price  changes, in the opinion of Advisers,  are expected to be similar to those
of the index, or in such other manner as may be in accordance with the rules  of
the  exchange on which the option is traded and applicable laws and regulations.
Nevertheless, where the Portfolio covers a call option on a stock index  through
ownership  of securities, such  securities may not match  the composition of the
index. In that  event, the  Portfolio will  not be  fully covered  and could  be
subject  to risk of  loss in the  event of adverse  changes in the  value of the
index. The Portfolio  will secure put  options on stock  indexes by  segregating
assets  equal to the option's exercise price, or  in such other manner as may be
in accordance with the rules of the  exchange on which the option is traded  and
applicable laws and regulations.

The  index underlying a stock option index may be a "broad-based" index, such as
the Standard & Poor's 500 Index or the New York Stock Exchange Composite  Index,
the  changes in value  of which ordinarily  will reflect movements  in the stock
market in  general. In  contrast, certain  options may  be based  upon  narrower
market  indexes,  such as  the Standard  & Poor's  100 Index,  or on  indexes of
securities of  particular industry  groups, such  as  those of  oil and  gas  or
technology  companies.  A  stock index  assigns  relative values  to  the stocks
included in the index and the index fluctuates with changes in the market values
of the stocks so included.

FUTURES  CONTRACTS  ON  FIXED  INCOME  SECURITIES,  STOCK  INDEXES  AND  FOREIGN
CURRENCIES

A  Futures Contract is a bilateral agreement providing for the purchase and sale
of a specified type and amount of a financial instrument or foreign currency, or
for the making  and acceptance of  a cash settlement,  at a stated  time in  the
future  for  a fixed  price. By  its terms,  a Futures  Contract provides  for a
specified settlement date on which, in the case of the majority of interest rate
and foreign currency futures contracts, the fixed income securities or  currency
underlying  the  contract  are delivered  by  the  seller and  paid  for  by the
purchaser, or on which, in the case of stock index futures contracts and certain
interest rate and foreign currency futures contracts, the difference between the
price at which the contract was entered into and the contract's closing value is
settled between the purchaser and the  seller in cash. Futures Contracts  differ
from  options in that they are bilateral agreements, with both the purchaser and
the seller equally obligated to complete the transaction. Futures Contracts call
for settlement only  on the expiration  date, and cannot  be "exercised" at  any
other time during their term.

The  purchase or sale of a Futures Contract differs from the purchase or sale of
a security or the  purchase of an option  in that no purchase  price is paid  or
received.  Instead, an amount of cash or  cash equivalents, which varies but may
be as low as 5% or less of the value of the contract, must be deposited with the
broker as "initial margin." Subsequent payments to and from the broker, referred
to as "variation margin," are made on a daily basis as the value of the index or
instrument underlying the Futures Contract  fluctuates, making positions in  the
Futures  Contracts more  or less  valuable, a process  known as  "marking to the
market."

U.S. Futures Contracts may be purchased or sold only on an exchange, known as  a
"contract  market," designated by the CFTC for the trading of such contract, and
only through a registered futures commission merchant which is a member of  such
contract  market. A commission must be paid  on each completed purchase and sale
transaction. The contract  market clearing house  guarantees the performance  of
each  party to a Futures Contract, by in effect taking the opposite side of such
contract. At any time prior  to the expiration of  a Futures Contract, a  trader
may  elect  to close  out its  position by  taking an  opposite position  on the
contract market  on  which  the  position  was  entered  into,  subject  to  the
availability  of a secondary market, which will operate to terminate the initial
position. At that time,  a final determination of  variation margin is made  and
any loss experienced by the trader is required to be paid to the contract market
clearing  house while  any profit  due to  the trader  must be  delivered to it.
Futures Contracts may also be traded on foreign exchanges.

Interest rate  Futures Contracts  currently are  traded on  a variety  of  fixed
income securities, including long-term U.S. Treasury Bonds,

                                       59
<PAGE>
Treasury  Notes, Government National  Mortgage Association modified pass-through
mortgage-backed securities, and U.S. Treasury Bills. In addition, interest  rate
Futures  Contracts include contracts on indexes of municipal securities. Foreign
currency Futures Contracts currently are  traded on the British pound,  Canadian
dollar, Japanese yen, Swiss franc, West German mark, and on Eurodollar deposits.

A  stock  index  or Eurodollar  Futures  Contract  provides for  the  making and
acceptance of a cash settlement in much the same manner as the settlement of  an
option  on a stock  index. The types  of indexes underlying  stock index futures
contracts are essentially the same as  those underlying stock index options,  as
described above. The index underlying a municipal bond index futures contract is
a broad-based index of municipal securities designed to reflect movements in the
municipal securities market as a whole. The index assigns weighted values to the
securities included in the index and its composition is changed periodically.

OPTIONS ON FUTURES CONTRACTS

An Option on a Futures Contract provides the holder with the right to enter into
a  "long" position  in the underlying  Futures Contract,  in the case  of a call
option, or a "short" position in the underlying Futures Contract, in the case of
a put option, at a  fixed exercise price up to  a stated expiration date or,  in
the  case of certain options,  on such date. Upon exercise  of the option by the
holder, the contract  market clearing  house establishes  a corresponding  short
position  for the  writer of  the option,  in the  case of  a call  option, or a
corresponding long position, in the case of  a put option. In the event that  an
option  is exercised, the  parties will be  subject to all  the risks associated
with the  trading of  Futures Contracts,  such as  payment of  variation  margin
deposits. In addition, the writer of an Option on a Futures Contract, unlike the
holder,  is subject to  initial and variation margin  requirements on the option
position.

A position in an Option on a Futures Contract may be terminated by the purchaser
or the  seller prior  to expiration  by  affecting a  closing purchase  or  sale
transaction,  subject to the availability of a liquid secondary market, which is
the purchase or sale of  an option of the same  series (i.e., the same  exercise
price  and  expiration date)  as the  option previously  purchased or  sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

Options on Futures Contracts that are  written or purchased by the Portfolio  on
United States exchanges are traded on the same contract market as the underlying
Futures  Contract and, like Futures Contracts,  are subject to regulation by the
CFTC and the performance guarantee of the exchange clearing house. In  addition,
Options on Futures Contracts may be traded on foreign exchanges.

An  option, whether  based on  a Futures Contract,  a stock  index, or security,
becomes worthless to the holder when it expires. Upon exercise of an option, the
exchange or contract market clearing house assigns exercise notices on a  random
basis  to those of its members which have written options of the same series and
with the same  expiration date.  A brokerage  firm receiving  such notices  then
assigns  them on  a random basis  to those  of its customers  which have written
options of  the same  series and  expiration  date. A  writer therefore  has  no
control over whether an option will be exercised against it, nor over the timing
of such exercise.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

A  Currency Contract is a contractual obligation  to purchase or sell a specific
quantity of a given foreign currency for a fixed exchange rate at a future date.
Currency Contracts  are  individually  negotiated and  are  traded  through  the
"interbank  currency market," an  informal network of  banks and brokerage firms
which operates around the  clock and throughout the  world. Transactions in  the
interbank  market may be executed only  through financial institutions acting as
market-makers in the interbank market,  or through brokers exercising  purchases
and  sales  through such  institutions.  Market-makers in  the  interbank market
generally act as  principals in  taking the  opposite side  of their  customers'
positions  in  Currency Contracts,  and ordinarily  charge a  mark-up commission
which may be included  in the cost of  the Contract. In addition,  market-makers
may  require their customers to deposit collateral upon entering into a Currency
Contract, as security for the customer's obligation to make or receive  delivery
of  currency,  and  to  deposit additional  collateral  if  exchange  rates move
adversely to the  customer's position. Such  deposits may function  in a  manner
similar to the margining of Futures Contracts, described above.

Prior  to the stated maturity date of a Currency Contract, it may be possible to
liquidate the transaction by entering into  an offsetting contract. In order  to
do  so, however, a customer  may be required to  maintain both contracts as open
positions until maturity and to make  or receive a settlement of the  difference
owed to or from the market-maker or broker at that time.

OPTIONS ON FUTURES CONTRACTS

Options  on foreign currencies  are traded in a  manner substantially similar to
options on securities. In particular, an option on foreign currency provides the
holder with the right to purchase, in the case of a call option, or to sell,  in
the case of a put option, a stated quantity of a particular currency for a fixed
price up to a stated expiration date or, in the case of certain options, on such
date. The writer of the option undertakes the obligation to deliver, in the case
of  a call option, or to purchase, in the  case of a put option, the quantity of
the currency  called for  in the  option, upon  exercise of  the option  by  the
holder.

As  in the case  of other types of  options, the holder of  an option on foreign
currency is required to pay a one-time, nonrefundable premium, which  represents
the cost of purchasing the option. The holder can lose the entire amount of this
premium,  as well as related  transaction costs, but not  more than this amount.
The writer of the option, in contract, generally is required to make initial and
variation margin payments, similar to margin deposits required in the trading of
Futures Contracts and the writing of

                                       60
<PAGE>
other types of options. The writer is  therefore subject to risk of loss  beyond
the  amount originally invested and above the value of the option at the time it
is entered into.

Certain options  on  foreign currencies,  like  Currency Contracts,  are  traded
over-the-counter  through financial institutions acting as market-makers in such
options and the underlying currencies. Such transactions therefore involve risks
not generally associated with  exchange-traded instruments, which are  discussed
below.  Options on foreign currencies may  also be traded on national securities
exchanges regulated by the SEC and on exchanges located in foreign countries.

Over-the-counter  transactions  can  only  be  entered  into  with  a  financial
institution  willing to take the opposite side, as principal, of the Portfolio's
position, unless the  institution acts  as broker and  is able  to find  another
counterparty  willing to enter into the transaction with the Portfolio. Where no
such counterparty is available, it will not be possible to enter into a  desired
transaction.  There also  may be  no liquid secondary  market in  the trading of
over-the-counter contracts,  and  the  Portfolio could  be  required  to  retain
options  purchased or  written until exercise,  expiration or  maturity. This in
turn could limit  the Portfolio's ability  to profit from  open positions or  to
reduce losses experienced, and could result in greater losses.

Further,  over-the-counter transactions are  not subject to  the guarantee of an
exchange clearing house, and the Portfolio will therefore be subject to the risk
of default by, or  the bankruptcy of, the  financial institution serving as  its
counterparty.  One or more  of such institutions also  may decide to discontinue
their role  as  market-makers in  a  particular currency  or  security,  thereby
restricting  the Portfolio's ability to enter into desired hedging transactions.
The Portfolio will enter into an over-the-counter transaction only with  parties
whose creditworthiness has been reviewed and found satisfactory by Advisers.

- ---------
96682 (Rev. 3/96)

                                       61
<PAGE>

Part C - OTHER INFORMATION

ITEM 24. (A) FINANCIAL STATEMENTS:

     The following financial statements are included in the registration
     statement:

          Financial Statements included in Part A:

               Financial Highlights

          Financial Statements included in Part B:

               All financial statements required by Part B were incorporated
               therein by reference to Registrant's 1995 Annual Report to
               Shareholders.

ITEM 24.(B) EXHIBITS:

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

               ****

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

               *

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

               Inapplicable

     (4)  Copies of all instruments defining the rights of holders of the
          securities being registered including, where applicable, a relevant
          portion of the articles of incorporation or by-laws of the Registrant;

               See Item 24(b)(1)

     (5)  Copies of all investment advisory contracts relating to the management
          of the assets of the Registrant;

               **

     (6)  Copies of each underwriting or distribution contract between the
          Registrant and a principal underwriter, and specimens or copies of all
          agreements between principal underwriters and dealers;

               a)   Underwriting Agreement -- ****
               b)   Dealer Sales Agreement -- ****

<PAGE>

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

               Inapplicable

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

               *

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

               Inapplicable

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

               **

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

               Accountants' consent - attached

     (12) All financial statements omitted from Item 23;

               Inapplicable

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

               **

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

               *** and Incorporated by reference to Fortis Equity Portfolios

<PAGE>

               Post-Effective Amendment #72 (November, 1993) SEC file #2-11387

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

               Attached

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

               ****

     (17) A Financial Data Schedule meeting the requirements of Rule 483 under
          the Securities Act of 1933.

               Attached

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

               Attached

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

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

     Inapplicable

ITEM 26.  NUMBER OF HOLDERS OF SECURITIES

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

<TABLE>
<CAPTION>
     TITLE OF CLASS                     NUMBER OF RECORD HOLDERS
     --------------                     ------------------------
<S>                                     <C>
Series A Common Shares,                 Class A:  14,401; B: 593; C: 163;
par value $.01 per share                Class H:  897  (2/22/96)

</TABLE>

<PAGE>

ITEM 27.  INDEMNIFICATION

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

     **
__________________________________________
*Incorporated by reference to registrant's Post-Effective Amendment #2 filed
with the Securities and Exchange Commission in July, 1992.

** Incorporated by reference to registrant's Pre-Effective Amendment filed with
the Securities and Exchange Commission in June, 1991.

***Incorporated by reference to Part C of Post-Effective Amendment Number 51 to
Fortis Growth Fund, Inc.'s registration statement, filed with the Securities and
exchange Commission in December, 1991.

****Incorporated by reference to registrant's Post-Effective Amendment #5 filed
with the Securities and Exchange Commission in September, 1994.

ITEM 28.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

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

<TABLE>
<CAPTION>
Name                         Current Position                     Other business
- ----                         With Advisers                        professions, vocations,
                             ----------------                     or employments of a
                                                                  substantial nature
                                                                  during past two years
                                                                  -----------------------
<S>                          <C>                                  <C>
Michael D. O'Connor          Qualified Plan Officer               Qualified Plan Officer
                                                                  of Fortis Benefits
                                                                  Insurance Company and
                                                                  Qualified Plan Officer
                                                                  for Investors

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

</TABLE>

ITEM 29.  PRINCIPAL UNDERWRITERS

(a)  Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing securities of the

<PAGE>

Registrant also acts as a principal underwriter, depositor, or investment
adviser.

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

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

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

<TABLE>
<CAPTION>
Name and Principal                 Positions and Offices                Positions and Offices
Business Address                   with Underwriter                     with Registrant
- ------------------                 ---------------------                ---------------------
<S>                                <C>                                  <C>
Carol M. Houghtby*                 Second Vice President &              Accounting Officer
                                   Treasurer

John E. Hite*                      Second Vice President                Assistant Secretary
                                   and Assistant Secretary

Scott R. Plummer*                  Corporate Counsel and                Assistant Secretary
                                   Assistant Secretary

</TABLE>

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

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

     Inapplicable

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

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

<PAGE>

ITEM 31.  MANAGEMENT SERVICES

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

     Inapplicable

ITEM 32.  UNDERTAKINGS

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

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

     Inapplicable

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

     Inapplicable

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

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

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Woodbury, State of Minnesota, on February 28, 1996.

               Fortis Worldwide Portfolios, Inc.

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

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

Signature and Title
- -------------------

    /s/                              Dated February 28, 1996
- ------------------------------
Dean C. Kopperud, President
(principal executive officer)

    /s/                              Dated February 28, 1996
- ------------------------------
Tamara L. Fagely, Treasurer
(principal financial and accounting officer)

Richard W. Cutting*
Director

Allen R. Freedman*
Director

Robert M. Gavin*
Director

Benjamin S. Jaffray*
Director

Jean L. King*
Director

Edward M. Mahoney*
Director

Thomas R. Pellett*
Director
                                /s/
                              -------------------------------
Robb L. Prince*               Dean C. Kopperud, Pro-Se
Director                      and Attorney-in-Fact
                              Dated: February 28, 1996

Leonard J. Santow*

<PAGE>

Director

Joseph M. Wikler*
Director

*Registrant's directors executing Power of Attorney dated
March 30, 1995



<PAGE>
                     [LETTERHEAD OF KPMG PEAT MARWICK LLP]



                         INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Fortis Worldwide Portfolios, Inc.:


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


                                        /s/
                                   KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 28, 1996




<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 7 - 11 OF THE ANNUAL SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000874211
<NAME> FORTIS WORLDWIDE PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 1
   <NAME> GLOBAL GROWTH PORTFOLIO - CLASS A
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                       47,792,132
<INVESTMENTS-AT-VALUE>                      72,281,220
<RECEIVABLES>                                  363,901
<ASSETS-OTHER>                              14,503,483<F1>
<OTHER-ITEMS-ASSETS>                            35,905
<TOTAL-ASSETS>                              87,184,509
<PAYABLE-FOR-SECURITIES>                       449,543
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   14,866,340<F1>
<TOTAL-LIABILITIES>                         15,315,883
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    52,243,205
<SHARES-COMMON-STOCK>                        3,745,223
<SHARES-COMMON-PRIOR>                        3,735,597
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (4,864,899)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    24,490,320
<NET-ASSETS>                                71,868,626
<DIVIDEND-INCOME>                              444,686
<INTEREST-INCOME>                              242,884
<OTHER-INCOME>                                  12,209<F2>
<EXPENSES-NET>                             (1,037,095)
<NET-INVESTMENT-INCOME>                      (337,316)
<REALIZED-GAINS-CURRENT>                   (3,200,446)
<APPREC-INCREASE-CURRENT>                   16,489,177
<NET-CHANGE-FROM-OPS>                       12,951,415
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        996,463
<NUMBER-OF-SHARES-REDEEMED>                  (986,837)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,654,693
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                  (1,662,844)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          595,572
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,037,095
<AVERAGE-NET-ASSETS>                        59,768,000
<PER-SHARE-NAV-BEGIN>                            14.78
<PER-SHARE-NII>                                  (.09)
<PER-SHARE-GAIN-APPREC>                           3.55
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.24
<EXPENSE-RATIO>                                   1.73
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>AT OCTOBER 31, 1995, SECURITIES VALUED AT $13,907,858 WERE ON LOAN.  FOR
    COLLATERAL, THE FUND'S CUSTODIAN RECEIVED $14,503,483 IN CASH WHICH IS
    MAINTAINED IN A SEPARATE ACCOUNT AND IS INVESTED IN SHORT-TERM INVESTMENTS
<F2>FEE INCOME FROM THE SECURITY LENDING PROGRAM FOR THE YEAR ENDED OCTOBER 31,
1995.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 7 - 11 OF THE ANNUAL SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000874211
<NAME> FORTIS WORLDWIDE PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 2
   <NAME> GLOBAL GROWTH PORTFOLIO - CLASS B
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                       47,792,132
<INVESTMENTS-AT-VALUE>                      72,281,220
<RECEIVABLES>                                  363,901
<ASSETS-OTHER>                              14,503,483<F1>
<OTHER-ITEMS-ASSETS>                            35,905
<TOTAL-ASSETS>                              87,184,509
<PAYABLE-FOR-SECURITIES>                       449,543
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   14,866,340<F1>
<TOTAL-LIABILITIES>                         15,315,883
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    52,243,205
<SHARES-COMMON-STOCK>                           54,717
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (4,864,899)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    24,490,320
<NET-ASSETS>                                71,868,626
<DIVIDEND-INCOME>                              444,686
<INTEREST-INCOME>                              242,884
<OTHER-INCOME>                                  12,209<F2>
<EXPENSES-NET>                             (1,037,095)
<NET-INVESTMENT-INCOME>                      (337,316)
<REALIZED-GAINS-CURRENT>                   (3,200,446)
<APPREC-INCREASE-CURRENT>                   16,489,177
<NET-CHANGE-FROM-OPS>                       12,951,415
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         58,426
<NUMBER-OF-SHARES-REDEEMED>                    (3,709)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,654,693
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                  (1,662,844)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          595,572
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,037,095
<AVERAGE-NET-ASSETS>                        59,768,000
<PER-SHARE-NAV-BEGIN>                            14.60
<PER-SHARE-NII>                                  (.09)
<PER-SHARE-GAIN-APPREC>                           3.61
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.12
<EXPENSE-RATIO>                                   2.48
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>AT OCTOBER 31, 1995, SECURITIES VALUED AT $13,907,858 WERE ON LOAN.  FOR
COLLATERAL, THE FUND'S CUSTODIAN RECEIVED $14,503,483 IN CASH WHICH IS
MAINTAINED IN A SEPARATE ACCOUNT AND IS INVESTED IN SHORT-TERM INVESTMENTS.
<F2>FEE INCOME FROM THE SECURITY LENDING PROGRAM FOR THE YEAR ENDED OCTOBER 31,
1995.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND STATEMENT OF
CHANGES IN NET ASSETS FOUND ON PAGES 7 - 11 OF THE ANNUAL SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000874211
<NAME> FORTIS WORLDWIDE PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 3
   <NAME> GLOBAL GROWTH PORTFOLIO - CLASS C
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                       47,792,132
<INVESTMENTS-AT-VALUE>                      72,281,220
<RECEIVABLES>                                  363,901
<ASSETS-OTHER>                              14,503,483<F1>
<OTHER-ITEMS-ASSETS>                            35,905
<TOTAL-ASSETS>                              87,184,509
<PAYABLE-FOR-SECURITIES>                       449,543
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   14,866,340<F1>
<TOTAL-LIABILITIES>                         15,315,883
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    52,243,205
<SHARES-COMMON-STOCK>                           23,956
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (4,864,899)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    24,490,320
<NET-ASSETS>                                71,868,626
<DIVIDEND-INCOME>                              444,686
<INTEREST-INCOME>                              242,884
<OTHER-INCOME>                                  12,209<F2>
<EXPENSES-NET>                             (1,037,095)
<NET-INVESTMENT-INCOME>                      (337,316)
<REALIZED-GAINS-CURRENT>                   (3,200,446)
<APPREC-INCREASE-CURRENT>                   16,489,177
<NET-CHANGE-FROM-OPS>                       12,951,415
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         24,308
<NUMBER-OF-SHARES-REDEEMED>                      (352)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,654,693
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                  (1,662,844)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          595,572
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,037,095
<AVERAGE-NET-ASSETS>                        59,768,000
<PER-SHARE-NAV-BEGIN>                            14.60
<PER-SHARE-NII>                                  (.09)
<PER-SHARE-GAIN-APPREC>                           3.62
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.13
<EXPENSE-RATIO>                                   2.48
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>AT OCTOBER 31, 1995, SECURITIES VALUED AT $13,907,858 WERE ON LOAN. FOR
COLLATERAL, THE FUND'S CUSTODIAN RECEIVED $14,503,483 IN CASH WHICH IS
MAINTAINED IN A SEPARATE ACCOUNT AND IS INVESTED IN SHORT-TERM INVESTMENTS.
<F2>FEE INCOME FROM THE SECURITY LENDING PROGRAM FOR THE YEAR ENDED OCTOBER 31,
1995.
</FN>
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF ASSETS AND LIABILITIES, STATEMENT OF OPERATIONS, AND
STATEMENT OF CHANGES IN NET ASSETS FOUND ON PAGES 7 - 11 OF THE ANNUAL
SHAREHOLDER REPORT.
</LEGEND>
<CIK> 0000874211
<NAME> FORTIS WORLDWIDE PORTFOLIOS, INC.
<SERIES>
   <NUMBER> 4
   <NAME> GLOBAL GROWTH PORTFOLIO - CLASS H
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-START>                             NOV-01-1994
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                       47,792,132
<INVESTMENTS-AT-VALUE>                      72,281,220
<RECEIVABLES>                                  363,901
<ASSETS-OTHER>                              14,503,483<F1>
<OTHER-ITEMS-ASSETS>                            35,905
<TOTAL-ASSETS>                              87,184,509
<PAYABLE-FOR-SECURITIES>                       449,543
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                   14,866,340<F1>
<TOTAL-LIABILITIES>                         15,315,883
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    52,243,205
<SHARES-COMMON-STOCK>                          118,134
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                    (4,864,899)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                    24,490,320
<NET-ASSETS>                                71,868,626
<DIVIDEND-INCOME>                              444,686
<INTEREST-INCOME>                              242,884
<OTHER-INCOME>                                  12,209<F2>
<EXPENSES-NET>                             (1,037,095)
<NET-INVESTMENT-INCOME>                      (337,316)
<REALIZED-GAINS-CURRENT>                   (3,200,446)
<APPREC-INCREASE-CURRENT>                   16,489,177
<NET-CHANGE-FROM-OPS>                       12,951,415
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        122,300
<NUMBER-OF-SHARES-REDEEMED>                    (4,166)
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,654,693
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                  (1,662,844)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                          595,572
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                              1,037,095
<AVERAGE-NET-ASSETS>                        59,768,000
<PER-SHARE-NAV-BEGIN>                            14.60
<PER-SHARE-NII>                                  (.09)
<PER-SHARE-GAIN-APPREC>                           3.61
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              18.12
<EXPENSE-RATIO>                                   2.48
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
<FN>
<F1>AT OCTOBER 31, 1995, SECURITIES VALUED AT $13,907,858 WERE ON LOAN.  FOR
COLLATERAL, THE FUND'S CUSTODIAN RECEIVED $14,503,483 IN CASH WHICH IS
MAINTAINED IN A SEPARATE ACCOUNT AND IS INVESTED IN SHORT-TERM INVESTMENTS.
<F2>FEE INCOME FROM THE SECURITY LENDING PROGRAM FOR THE YEAR ENDED OCTOBER 31,
1995.
</FN>
        

</TABLE>

<PAGE>


                               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 adoptions are as follows:

     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

          Government Total Return Portfolio, Class A*  January 31, 1992
          Government Total Return Portfolio, Class B   November 14, 1994
          Government Total Return Portfolio, Class C   November 14, 1994
          Government Total Return Portfolio, Class H   November 14, 1994


<PAGE>



     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

          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 FIDUCIARY FUND, INC.

          Fortis Fiduciary Fund, Inc., Class A*   January 31, 1992
          Fortis Fiduciary Fund, Inc., Class B    November 14, 1994
          Fortis Fiduciary Fund, Inc., Class C    November 14, 1994
          Fortis Fiduciary Fund, Inc., Class H    November 14, 1994


     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, Class A  November 14, 1994
        Fortis U.S. Government Securities Fund, Class B  November 14, 1994


                                        2

<PAGE>


        Fortis U.S. Government Securities Fund, Class C  November 14, 1994
        Fortis U.S. Government Securities Fund, Class H  November 14, 1994

     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

          New York Portfolio, Class A             November 14, 1994
          New York Portfolio, Class B             November 14, 1994
          New York Portfolio, Class C             November 14, 1994
          New York Portfolio, Class H             November 14, 1994



                                        3

<PAGE>



     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


*For the Class A shares identified above, with the exception of the Class A
shares of Fortis Income Portfolios, Inc. and Fortis Tax-Free Portfolios, Inc.,
this Plan constitutes an amended and restated plan of distribution.

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




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.


                                        4

<PAGE>


                          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 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.

     (i) 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


                                        5

<PAGE>


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 interested persons of the Funds and who have no
direct or indirect financial interest in the


                                        6

<PAGE>


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 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 the 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


                                        7

<PAGE>


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 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 interpretations of such
Section by the NASD.(1)





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

(1) Paragraph 13 was added to the Plan pursuant to an amendment adopted by the
Funds' Boards of Directors on December 7, 1995.


                                        8


<PAGE>


                              FORTIS ADVISERS, INC.
                                       AND
                            FORTIS INVESTORS, INC.'S
                        MULTIPLE CLASS SHARES PLAN FOR :

                        FORTIS ADVANTAGE PORTFOLIOS, INC.
                         FORTIS EQUITY PORTFOLIOS, INC.
                        FORTIS FIDUCIARY PORTFOLIOS, INC.
                            FORTIS GROWTH FUND, INC.
                         FORTIS INCOME PORTFOLIOS, INC.
                          FORTIS MONEY PORTFOLIOS, INC.
                        FORTIS TAX-FREE PORTFOLIOS, INC.
                        FORTIS WORLDWIDE PORTFOLIOS, INC

                                DECEMBER 7, 1995




<PAGE>


MULTIPLE CLASS SHARES PLAN FOR FORTIS FUNDS

I.   INTRODUCTION

This Multiple Class Shares Plan (the "Plan") for the Fortis Funds(1) (the
"Funds") has been prepared to provide the Funds' Boards of Directors with an
overview of the multiple class structure that Fortis Advisers, Inc. and Fortis
Investors, Inc. implemented for the Funds on November 14, 1994.  In addition,
this document fulfills the requirements of SEC Rule 18f-3(d), promulgated under
the Investment Company Act of 1940, that provides for the creation and
maintenance of a multiple class shares structure without the necessity of an SEC
Exemptive Order.

Pursuant to Rule 18f-3(d), this document sets forth the separate arrangements,
characteristics, and expense allocations for each class and all related
conversion features and exchange privileges, thus providing the framework for
the Funds' multiple class structure.  In addition, the Boards' responsibilities
with respect to the multiple class shares program are set forth.  Any material
amendments to the Plan will be presented to the Boards for their approval.

II.  BACKGROUND

The Funds' multiple class program became effective on November 14, 1994 pursuant
to: (i) Board approval of the program received on June 28, 1994; (ii) an SEC
Exemptive Order dated June 21, 1994; and (iii) an IRS Private Letter Ruling
dated May 10, 1994(2).  With the effectiveness of Rule 18f-3 in early 1995, fund
groups operating with a multiple class share structure pursuant to an SEC
Exemptive Order are given the option to continue to operate under the Exemptive
Order or elect to comply with the provisions of Rule 18f-3.  At the Boards'
June 27, 1995 meeting the Directors approved the Funds' election to operate
under Rule 18f-3 effective on such date as Fund management selected.  Fund
management selected July 31, 1995.

In light of the fact that, as of July 31, 1995, the Funds' multiple class
program has not been materially modified since its approval on June 28, 1994 and
amendment on December 8, 1994, all that was


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

   (1) The Fortis mutual funds that, as of January 1, 1996 will have a multiple
class shares structure are the four portfolios of Fortis Advantage Portfolios,
Inc. (Asset Allocation Portfolio, Capital Appreciation Portfolio, High Yield
Portfolio and Government Total Return Portfolio), the three portfolios of Fortis
Equity Portfolios, Inc. (Capital Fund, Value Fund and Growth & Income Fund),
Fortis Fiduciary Fund, Fortis Growth Fund, the sole portfolio of Fortis Income
Portfolios, Inc. (U.S. Government Securities Fund--"USG"), the sole portfolio of
Fortis Money Portfolios, Inc. (Money Fund), the three portfolios of Fortis Tax-
Free Portfolios, Inc. (National Portfolio, Minnesota Portfolio, and New York
Portfolio) and the sole portfolio of Fortis Worldwide Portfolios, Inc. (Global
Growth Portfolio).


  (2) The Funds also received an opinion letter from KPMG Peat Marwick LLP,
dated September 7, 1994, that concludes that Class H shares, which were not
included in the request for the Private Letter Ruling, are consistent with the
holdings and requirements of the Ruling.


                                        1

<PAGE>


necessary to effectuate the transition to Rule 18f-3 was the creation of this
Plan and filing it with the SEC as an exhibit to the Funds' registration
statement.  No additional Board approvals were necessary and the Plan was filed
and became effective July 31, 1995.

The Plan is now being amended, effective January 1, 1996, primarily due to the
creation of two additional portfolios of Fortis Equity Portfolios, Inc. (namely
Fortis Value Fund and Fortis Growth & Income Fund) that will have a multiple
class share structure and become available on January 1, 1996.  In addition,
effective March 1, 1996 Class Z shares will become available for Fortis Growth
Fund.

III. MULTIPLE CLASS SHARES STRUCTURE

The Funds' multiple class shares program allows an investor to select not only
the Fund that has an investment objective that best suits his or her investment
needs, but also the most appropriate distribution method.  Specifically, the
investor is able to choose a method of purchasing shares that the investor
believes is most beneficial given the amount of the investment, length of time
the investor expects to hold his or her shares and other relevant circumstances.
The investor's choice of a class also determines how the investor's sales
representative will be compensated on that sale of shares.

Rule 18f-3 authorizes the Board to create additional classes of shares that are
tailored to particular customers, distribution channels and shareholder
servicing arrangements.  This flexibility will allow the Funds to quickly adapt
to future changes in the marketplace.

     A.   CLASS SPECIFICATIONS

The multiple class shares program consists primarily of five classes of shares.
Generally, the characteristics of each of these five classes are laid out in the
following chart:



                                        2

<PAGE>



                                  FORTIS FUNDS
                            MULTIPLE CLASS STRUCTURE
                 (Summary of Information Contained in Exhibit A)
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                     <C>            <C>                 <C>            <C>
CLASS                    A*/**          B/H***              C              E**/****

Front End
Sales Charge             4.5%-4.75%     None                None           4.5%
(None on Money Fund)

Dealer Concession        4.0%           4.0%                1.0%           4.0%
                                        5.25% on H

CDSC                     None           4%, 4%, 3%          1%/            None
                                        3%, 2%, 1%          1 Year
                                        (6 Years)*****

Conversion to A          N/A            Year 9              None           N/A

Total 12b-1              .20%-.45%      1.0%                1.0%           None

Trail Commission         .20%-.45%      .25%                1.0%           None
                                        No Trail            Year 2+
                                        On H
</TABLE>

- ---------------------------------------------------------------------------
     *  Includes a class of shares for new purchasers of USG and/or Tax-Free
that has a .25% 12b-1 fee.
     ** The Million Dollar NAV Program, which predates  the multiple class
shares program, remains intact. However, it only applies to purchases of Class A
and Class E shares.
     *** Class B is identical to Class H in all respects EXCEPT Class H has a
5.25% dealer concession with no trail commission compared to a 4% dealer
concession and a .25% trail commission on Class B shares.  From time to time, at
Investors' sole discretion, the concession on Class H may be uniformly increased
to 5.50%.
     **** Class E is available for USG and Tax-Free only. This class has no 12b-
1 fee and is designed for additional purchases and reinvestment of
dividends/capital gains by  USG and Tax-Free shareholders of record on November
13, 1994.
     ***** With respect to Class B and H shares only, the CDSC does not apply to
an amount that represents, on an annual (non-cumulative) basis, up to 10% of the
amount (at the time of the investment) of a shareholder's purchases.  On all
classes the CDSC does not apply to amounts representing an increase in share
value due to  capital appreciation and shares acquired through the reinvestment
of dividends or capital gains distributions.  In addition, the CDSC is waived in
the event of a shareholder's death or disability.


                                        3

<PAGE>


The specifics as to how each Fund has implemented the multiple class structure
and the characteristics of each Fund's classes are set forth in Exhibit A.

Class Z shares, which are not depicted in the preceding chart and which will not
become available until March 1, 1996, are limited to Growth Fund and are only
available for continued and future investment to particular individuals.
Specifically, Class Z shares will be available to all shareholders of record of
the Special Stock Portfolio of Special Portfolios, Inc. on March 1, 1996, the
date this portfolio is merged into Class Z of Growth Fund.  In addition, Class Z
shares will be available to personnel of Fortis, Inc. and its affiliates,
officers and directors of Growth Fund and pension, profit sharing and other
retirement plans created for the benefit of such persons.  Class Z shares are
pure "no load" shares, they are not subject to any sales charge or 12b-1 fees
and no dealer concession is paid on their purchase.

As referenced in the preceding chart and discussion, as well as in Exhibit A,
the multiple class structure for USG, the Tax-Free Portfolios and Growth Fund is
somewhat different than for the other Funds.  The other Funds each have four
classes of shares:  Class A, Class B, Class H, and Class C.  USG and the Tax-
Free Portfolios have an additional class of shares (Class E) due to the fact
that at the time the multiple class shares program was implemented they were the
only Funds whose shareholders were not assessed a Rule 12b-1 fee. In light of
this fact, and recognizing that in order to remain viable and competitive,
future sales of these Funds' shares must provide an ongoing trail commission to
the sales force funded by a Rule 12b-1 fee, it was determined that in the
interest of fairness and as a reward for their loyalty to these Funds, the  USG
and Tax-Free shareholders of record on November 13, 1994  should not be asked to
incur a Rule 12b-1 fee.  Class E was developed for these shareholders and it
will not be subject to any Rule 12b-1 fee (unless a Rule 12b-1 plan is
subsequently adopted by the Class E shareholders).  Class E shareholders are
allowed to obtain additional Class E shares of their Funds through reinvestment
of dividends and capital gains and/or additional purchases.  Other individuals
seeking to purchase shares of these Funds with a front end sales charge have to
purchase Class A shares that are subject to a .25% 12b-1 fee that  funds a .25%
trail commission.

Growth Fund has five classes of shares: Class A, Class B, Class H, Class C and
Class Z.

     B.   EXCHANGES

With respect to exchanges of shares, the general rule under the multiple class
shares program is that Fund shares of one class can only be exchanged for shares
of the same class of another Fund. For example, the holder of Class A shares of
Growth Fund is allowed to exchange those shares for Class A shares of the
Fiduciary Fund or any other Fund.  However, that shareholder is not  allowed to
exchange his or her Class A Growth Fund shares for Class B, Class H, or Class C
shares of Fiduciary Fund, Growth Fund or any other Fund.

There are two exceptions to the general rule concerning exchanges.  First, Class
E and Class Z shareholders may only exchange their shares for Class A shares of
another Fund.  However, they will be allowed to move back into Class E or Class
Z of their original Fund through an exchange.


                                        4

<PAGE>


The second exception relates to Money Fund. New purchases of Money Fund are only
allowed into Class A.  However, Class A Money Fund shareholders are allowed to
exchange their shares (using the systematic investment/dollar cost averaging
mechanism or otherwise) for Class A shares of any of the other Funds (in which
case a front end sales charge is imposed) or for shares of the other available
classes (not subject to a front end sales charge, but subject to a CDSC). Once
Class A Money Fund shares have been exchanged into Class B, Class H or Class C
shares of another fund, they cannot be exchanged back for Class A Money Fund
shares. However, each class of shares has a corresponding Money Fund class
(i.e., Class A, Class B, Class H and Class C) that allows shareholders of that
class to exchange their shares back and forth into Money Fund. For example,
Class B shareholders of Growth Fund could exchange their shares for Class B
shares of Money Fund and then exchange back for Class B shares of Growth Fund or
Class B shares of any other Fund.

     C.   CONVERSIONS

As the multiple class shares structure is presently structured, the only
conversion that takes place is the conversion of Class B and Class H shares
(except those purchased by reinvestment of dividends and other distributions
paid on those shares) to Class A shares on the ninth anniversary of the purchase
of those shares.  Shares of these classes purchased through the reinvestment of
dividends and other distributions paid on such shares are, for purposes of
conversion, considered to be held in a separate sub-account.  Each time any
Class B or Class H shares convert to Class A, a proportionate number of the
shares of the same class in the sub-account converts to Class A.

     D.   COMPLIANCE GUIDELINES

Investors has adopted compliance standards for the sale of Fortis Funds and
requires that all persons selling Fortis Funds agree to abide by these
standards.  Generally, these standards are based on the following principles:

     1.   If the investor intends his or her investment to be a long-term
          investment, he or she should invest in Class A shares.

     2.   A long-term investor should not invest in Class C.

     3.   Any investor who is eligible for an exemption from the sales charge
          (i.e., they may purchase Fund shares at net asset value) should invest
          in Class A shares, or, where applicable, Class Z shares.

     4.   While Class A 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 are treated as orders for Class A
          shares.

IV.  ALLOCATION OF EXPENSES

Under the multiple class shares program, Fund-Level expenses are allocated to
the various classes based upon the relative net assets held by each class. For
Class-Level expenses, each Class is allocated the amount of that expense
actually incurred by the Class. Specifically, expenses are


                                        5

<PAGE>


allocated as follows:

- ------------------------------------------------------------
Type of Expense                                             Allocation
- ---------------                                             ----------
     Direct Shareholder Expenses:
     Investment Advisory & Management Fees                  Fund-Level
     12b-1 Fees                                             Class-Level

     Operating Expenses:
     Director Fees & Expenses                               Fund-Level
     Directors' Travel & Expenses                           Fund-Level
       Legal Fees & Expenses                                Fund-Level
       Audit Fees                                           Fund-Level
       Custodian Fees                                       Fund-Level
       Insurance, Errors & Omissions                        Fund-Level
       Dues                                                 Fund-Level
       Expense Limitation                                   Fund-Level
       Registration & Filing Fees                           Fund-Level
       SEC                                                  Fund-Level
       Blue Sky (State)                                     Fund-Level
     Mailing & Postage-Reports, Prospectuses                Fund-Level
       Printing-Reports                                     Fund-Level
       Mailing & Postage-Proxy                              Fund-Level
       Printing-Proxy                                       Fund-Level
       Money Fund-specific                                  Class-Level
         transfer agent expenses
         (e.g. check writing and
         postage for confirmations)

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

The foregoing methodology for the allocation of expenses has been reviewed and
approved by the Board of each Fund. Any subsequent changes to the allocation
methodology must similarly be reviewed and approved by the Board of each Fund.
However, under Rule 18f-3, the Boards' approval of the Plan constitutes an
approval of the included allocation of expenses.

The Board of each Fund receives and reviews, at least quarterly, a written
report of the Fund's expenses.  In its review of these reports the Directors
should continue to keep in mind that the IRS issued a Private Letter Ruling
relating to the Fund's multiple class structure at least partially on the basis
of a representation by the Funds that the allocation of class expenses,
excluding 12b-1 fees, will not cause a differential of 50 basis points or more
among the per share distribution of a Fund's classes.

On a related basis, the Boards also receive quarterly and annual statements
concerning, as applicable, distribution and shareholders' servicing expenditures
under the Funds' Rule 12b-1 plans. These statements, including the allocations
upon which they are based, are presented for approval by the Directors in the
exercise of their  fiduciary duties.


                                        6

<PAGE>


V.   BOARD RESPONSIBILITIES

The responsibilities of the Board of Directors under the multiple class shares
program and Rule 18f-3 are as follows:

     A.   BOARD APPROVALS:

     As discussed earlier, the Board of each Fund must approve all material
amendments to the Plan.  Specifically, this approval requires the vote of a
majority of each Fund's Directors and a majority of each Fund's non-interested
Directors. In order to approve the amended Plan, the Board of each Fund must
find that the amended Plan, including the expense allocation, is in the best
interest of each class individually and the Fund as a whole. Before any vote on
the Plan, the Directors are obligated to request and evaluate, and any agreement
relating to a class arrangement shall require the parties thereto to furnish,
such information as may be reasonably necessary to evaluate the Plan.

     B.   MONITORING FOR CONFLICTS OF INTEREST:

     On an ongoing basis, and pursuant to their fiduciary responsibility under
the 1940 Act, the Directors monitor the Funds for the existence of any material
conflicts between the interests of the shareholders of different classes. If
such a conflict arises, the Boards, including a majority of the independent
directors, will take such action as is reasonably necessary to eliminate the
conflict. Fortis Advisers, Inc. ("Advisers") and Fortis Investors, Inc.
("Investors") have agreed that they will be responsible for reporting any
potential or existing conflicts to the directors. If a conflict among classes
arises, Advisers and Investors will remedy such conflict at their own expense,
up to and including establishing a new registered management investment company.


     C.   APPROVAL OF RULE 12B-1 PLANS:

     The implementation of the multiple class shares program has not altered the
requirement under Rule 12b-1 that the Board annually approve each Fund's 12b-1
Plans and their related agreements.

     D.   DIVIDEND RATE APPROVAL:

     The dividend setting committee of the Board of Directors will be
responsible for approving the daily and other periodic dividend rates.

VI.  CONCLUSION

The foregoing information provides an overview of  the Fortis Funds' multiple
class structure.  In addition, this document provides the Directors with an
outline of their duties in monitoring the class shares program.  Therefore, it
is suggested that each Director retain this document for use in connection with
their future responsibilities with regard to the multiple class shares program.


                                        7

<PAGE>


EXHIBIT A

FUND BY FUND SPECIFICATIONS OF THE

FORTIS MULTIPLE CLASS SHARES STRUCTURE



<PAGE>


FORTIS ADVANTAGE PORTFOLIOS, INC.
Asset Allocation Portfolio
Capital Appreciation Portfolio
High Yield Portfolio
Government Total Return Portfolio

SUMMARY:       Each Advantage Portfolio will have four classes of shares:  Class
               A, Class B, Class H, and Class C.

SPECIFICS:     The Multiple Class Shares Structure for the four portfolios of
               this Fund is, except to the extent indicated below, identical.

CLASS A SHARES

Front End Sales Charge ("FESC"): 4.5% on High Yield and Government Total Return
and 4.75% on Asset Allocation and Capital Appreciation (With breakpoints on
sales of $100,000 or more.)

Dealer Concession:  4.0% (Which decreases on sales of $1,000,000 or more)

Contingent Deferred Sales Charge:  None (Except for sales of $1,000,000 or more
("CDSC"): which are subject to a CDSC, but not a FESC - the "Million Dollar NAV
Program")

Conversion to Class A:  Not Applicable

Total 12b-1 Fees:   Asset Allocation Portfolio             .45%
                    Capital Appreciation Portfolio         .45%
                    High Yield Portfolio                   .35%
                    Government Total Return Portfolio      .35%

Trail Commission:   Asset Allocation Portfolio             .25% (.45%*)
                    Capital Appreciation Portfolio         .25% (.45%*)
                    High Yield Portfolio                   .25% (.35%*)
                    Government Total Return Portfolio      .25% (.35%*)

* The higher Trail Commission amount is paid when the aggregate current value of
the portfolio accounts for the Dealer's customers exceeds $1,000,000.





                                       A-1

<PAGE>


                             CLASS B/CLASS H SHARES

Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)

                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)




                                       A-2

<PAGE>


                         FORTIS EQUITY PORTFOLIOS, INC.

                               Fortis Capital Fund
                                Fortis Value Fund
                           Fortis Growth & Income Fund

SUMMARY:       Fortis Capital Fund, Fortis Value Fund and Fortis Growth & Income
               Fund will have four classes of shares:  Class A, Class B, Class H
               and Class C.

SPECIFICS:
                              CLASS A SHARES

FESC:                        4.75% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .25%

Trail Commission:            .25%


                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)



                                       A-3

<PAGE>

                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)




                                       A-4

<PAGE>


                           FORTIS FIDUCIARY FUND, INC.


SUMMARY:       Fortis Fiduciary Fund will have four classes of shares:  Class A,
               Class B, Class H and Class C.

SPECIFICS:


                              CLASS A SHARES

FESC:                        4.75% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .25%

Trail Commission:            .25%


                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)




                                       A-5

<PAGE>


                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)







                                       A-6

<PAGE>


                            FORTIS GROWTH FUND, INC.


SUMMARY:       Fortis Growth Fund will have five classes of shares:  Class A,
               Class B, Class H, Class C and Class Z.  Class Z will become
               available March 1, 1996.

SPECIFICS:

                              CLASS A SHARES

FESC:                        4.75%  (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .25%

Trail Commission:            .25%


                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)





                                       A-7

<PAGE>


                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)



                              CLASS Z SHARES


FESC:                        None

Dealer Concession:           None

CDSC:                        None

Conversion to A:             None

Total 12b-1 Fees:            None

Trail Commission:            None






                                       A-8

<PAGE>


                         FORTIS INCOME PORTFOLIOS, INC.

                     Fortis U.S. Government Securities Fund


SUMMARY:       Fortis U.S. Government Securities Fund will have 5 classes of
               shares:  Class A, Class B, Class H, Class C and Class E.

SPECIFICS:

                              CLASS A SHARES

FESC:                        4.5% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .25%

Trail Commission:            .25%

                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)




                                       A-9

<PAGE>


                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)


                              CLASS E SHARES


FESC:                        4.5% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC, but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            None

Trail Commission:            None







                                      A-10

<PAGE>


                          FORTIS MONEY PORTFOLIOS, INC.

                                Fortis Money Fund


SUMMARY:       Fortis Money Fund will have four classes of shares:  Class A,
               Class B, Class H and Class C.

SPECIFICS:

                              CLASS A SHARES

FESC:                        None

Dealer Concession:           None

CDSC:                        None

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .20%

Trail Commission:            .20%


                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)





                                      A-11

<PAGE>


                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)








                                      A-12

<PAGE>


                        FORTIS TAX-FREE PORTFOLIOS, INC.
                               Minnesota Portfolio
                               National Portfolio
                               New York Portfolio

SUMMARY:       The Fortis Tax-Free Portfolios will have five classes of shares:
               Class A, Class B, Class H, Class C, and Class E.

SPECIFICS:

                              CLASS A SHARES

FESC:                        4.5% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .25%

Trail Commission:            .25%

                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (No Trail Commission on Class H shares)





                                      A-13

<PAGE>


                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)


                              CLASS E SHARES

FESC:                        4.5% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $100,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC, but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            None

Trail Commission:            None






                                      A-14

<PAGE>


                        FORTIS WORLDWIDE PORTFOLIOS, INC.

                         Fortis Global Growth Portfolio


SUMMARY:       Fortis Global Growth Portfolio will have four classes of shares:
               Class A, Class B, Class H and Class C.

SPECIFICS:
                                 CLASS A SHARES

FESC:                        4.75% (With breakpoints on sales of $100,000 or
                             more)

Dealer Concession:           4.0% (Which decreases on sales of $1,000,000 or
                             more)

CDSC:                        None (Except for sales of $1,000,000 or more,
                             which are subject to a CDSC but not a FESC - the
                             "Million Dollar NAV Program")

Conversion to Class A:       Not Applicable

Total 12b-1 Fees:            .25%

Trail Commission:            .25%


                             CLASS B/CLASS H SHARES


Except where indicated below, the characteristics of Class B shares are
identical to the characteristics of Class H shares.

FESC:                        None

Dealer Concession:           4.0% (5-1/4% on Class H)

CDSC:                        4%, 4%, 3%, 3%, 2%, 1% (6 years)

Conversion to Class A:       Year 9

Total 12b-1 Fees:            1.0%

Trail Commission:            .25% (no Trail Commission on Class H shares)




                                      A-15

<PAGE>



                              CLASS C SHARES


FESC:                        None

Dealer Concession:           1.0%

CDSC:                        1% for 1 year

Conversion to A:             None

Total 12b-1 Fees:            1.0%

Trail Commission:            1.0% (Beginning in Year 2)








                                      A-16


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